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<SEC-DOCUMENT>0000950137-05-012778.txt : 20051024
<SEC-HEADER>0000950137-05-012778.hdr.sgml : 20051024
<ACCEPTANCE-DATETIME>20051024173103
ACCESSION NUMBER:		0000950137-05-012778
CONFORMED SUBMISSION TYPE:	N-2/A
PUBLIC DOCUMENT COUNT:		17
FILED AS OF DATE:		20051024
DATE AS OF CHANGE:		20051024

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CALAMOS GLOBAL TOTAL RETURN FUND
		CENTRAL INDEX KEY:			0001285650
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-114111
		FILM NUMBER:		051152845

	BUSINESS ADDRESS:	
		STREET 1:		2020 CALAMOS COURT
		STREET 2:		C/O CALAMOS ADVISORS LLC
		CITY:			NAPERVILLE
		STATE:			IL
		ZIP:			60563
		BUSINESS PHONE:		6305779688

	MAIL ADDRESS:	
		STREET 1:		2020 CALAMOS COURT
		STREET 2:		C/O CALAMOS ADVISORS LLC
		CITY:			NAPERVILLE
		STATE:			IL
		ZIP:			60563

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CALAMOS GLOBAL TOTAL RETURN FUND
		CENTRAL INDEX KEY:			0001285650
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-21547
		FILM NUMBER:		051152846

	BUSINESS ADDRESS:	
		STREET 1:		2020 CALAMOS COURT
		STREET 2:		C/O CALAMOS ADVISORS LLC
		CITY:			NAPERVILLE
		STATE:			IL
		ZIP:			60563
		BUSINESS PHONE:		6305779688

	MAIL ADDRESS:	
		STREET 1:		2020 CALAMOS COURT
		STREET 2:		C/O CALAMOS ADVISORS LLC
		CITY:			NAPERVILLE
		STATE:			IL
		ZIP:			60563
</SEC-HEADER>
<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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                    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>
<DOCUMENT>
<TYPE>EX-99.D
<SEQUENCE>2
<FILENAME>c97003a3exv99wd.txt
<DESCRIPTION>FORM OF SHARE CERTIFICATE
<TEXT>
<PAGE>
                                                                     Page 1 of 2


                                                                       Exhibit d

                        CALAMOS GLOBAL TOTAL RETURN FUND
                    A STATUTORY BUSINESS TRUST (THE "TRUST")

                          FORM OF SPECIMEN CERTIFICATE

<TABLE>
<CAPTION>
NUMBER                  SHARES
- ------                  ------
<S>      <C>
         THIS CERTIFICATE IS TRANSFERABLE IN
                       NEW YORK
                 CUSIP NO. 128118106
         SEE REVERSE FOR CERTAIN DEFINITIONS
</TABLE>

FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF BENEFICIAL INTEREST, NO PAR
VALUE, OF

Calamos Global Total Return Fund, a series of the Trust, transferable on the
books of the Trust by the holder hereof in person or by duly authorized attorney
upon surrender of this Certificate properly endorsed. This Certificate and the
shares represented hereby are issued and shall be subject to all of the
provisions of the Agreement and Declaration of Trust and By-Laws of the Trust,
each as from time to time amended, to all of which the holder by acceptance
hereof assents. This Certificate is not valid until countersigned and registered
by the Transfer Agent and Registrar.

          Witness the facsimile signatures of its duly authorized officers

DATED:


- -------------------------------------   ----------------------------------------
James S. Hamman, Jr.                    John P. Calamos
Secretary                               President


                                        COUNTERSIGNED AND REGISTERED;
                                        THE BANK OF NEW YORK

                                        TRANSFER AGENT AND REGISTRAR


                                        BY
                                           -------------------------------------
                                                    AUTHORIZED SIGNATURE

                        CALAMOS GLOBAL TOTAL RETURN FUND

          The following abbreviations, when used in the inscription on the face
on this certificate, shall be construed as though they were written out in full
<PAGE>
                                                                     Page 2 of 2


according to applicable laws or regulations;

TEN COM - as tenants in common      UNIF GIFT MIN ACT - ______ Custodian _______
                                                        (Cust)           (Minor)

TEN ENT - as tenants by the entireties             under Uniform Gifts to Minors

                                                   Act _________________________
                                                                (State)

JT TEN - as joint tenants with right
         of survivorship and not as
         tenants in common

          Additional abbreviations may also be used though not in the above
list.

          For value received, _______________________________ hereby sell,
assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________________

______________________________________

________________________________________________________________________________
   (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of Beneficial Interest represented by the within certificate and do hereby
irrevocably constitute and appoint _____________________________________________
________________________________________________________________________________
Attorney to transfer the said Shares of Beneficial Ownership on the books of the
within named Trust with full power of substitution in the premises.

Dated:
       ------------------------------   ----------------------------------------
                                        Signature

                                             NOTICE: THE SIGNATURE(S) TO THIS
                                        ASSIGNMENT MUST CORRESPOND WITH THE NAME
                                        AS WRITTEN UPON THE FACE OF THE
                                        CERTIFICATE IN EVERY PARTICULAR, WITHOUT
                                        OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

By _____________________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKHOLDERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17 AD-15.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.E
<SEQUENCE>3
<FILENAME>c97003a3exv99we.txt
<DESCRIPTION>TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT PLAN
<TEXT>
<PAGE>

                                                                       Exhibit e

                        CALAMOS GLOBAL TOTAL RETURN FUND

             TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT PLAN

     Registered holders ("Common Shareholders") of common shares of beneficial
interest (the "Common Shares") of Calamos Global Total Return Fund (the "Trust")
will automatically be enrolled (the "Participants") in its Dividend Reinvestment
Plan (the "Plan") and are advised as follows:

     1. THE PLAN AGENT. The Bank of New York (the "Agent") will act as agent for
each Participant. The Agent will open an account for each Participant under the
Plan in the same name in which his or her outstanding Common Shares are
registered.

     2. CASH OPTION. Pursuant to the Fund's Plan, unless a holder of Common
Shares otherwise elects, all dividend and capital gains distributions will be
automatically reinvested by the Agent in additional Common Shares of the Fund.
Common Shareholders who elect not to participate in the Plan will receive all
distributions in cash paid by check mailed directly to the shareholder of record
(or, if the shares are held in street or other nominee name then to such
nominee) by the Agent, as dividend paying agent. Such participants may elect not
to participate in the Plan and to receive all distributions of dividends and
capital gains in cash by sending written instructions to the Agent, as dividend
paying agent, at the address set forth below. Please note that the Plan
administrator may use BNY ESI & Co. for trading activity, relative to the Plan
on behalf of Plan participants. BNY ESI & Co. Inc. receives a commission in
connection with any such transactions it processes.

     3. MARKET PREMIUM ISSUANCES. If on the payment date for a Distribution, the
net asset value per Common Share is equal to or less than the market price per
Common Share plus estimated brokerage commissions, the Agent shall receive newly
issued Common Shares ("Additional Common Shares") from the Trust for each
Participant's account. The number of Additional Common Shares to be credited
shall be determined by dividing the dollar amount of the 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.

     4. MARKET DISCOUNT PURCHASES. If the net asset value per Common Share
exceeds the market price plus estimated brokerage commissions on the payment
date for a Distribution, the Agent (or a broker-dealer selected by the Agent)
shall endeavor to apply the amount of such Distribution on each Participant's
Common Shares to purchase Common Shares on the open market. In the event of a
market discount on the payment date, the Agent will have 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 dividend payment date (the "last
purchase date") to invest the dividend amount in shares acquired in open-market
purchases. It is contemplated that the Trust will pay monthly income dividends.
Therefore, the period during which open-market purchases can be made will exist
only from the payment date of each 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 Agent as Agent shall be the price per Common Share allocable to each
Participant. If, before the Agent has completed its purchases, the market price
plus estimated brokerage commissions
<PAGE>
exceeds the net asset value of the Common Shares as of the payment date, the
purchase price paid by Agent may exceed the net asset value of the Common
Shares, resulting in the acquisition of fewer Common Shares than if such
Distribution had been paid in Common Shares issued by the Trust. 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 may cease
making open-market purchases and may invest the uninvested portion of the
dividend amount in newly issued Common Shares at the net asset value per Common
Share at the close of business on the last purchase date. Participants should
note that they will not be able to instruct the Agent to purchase Common Shares
at a specific time or at a specific price. Open-market purchases may be made on
any securities exchange where Common Shares are traded, in the over-the-counter
market or in negotiated transactions, and may be on such terms as to price,
delivery and otherwise as the Agent shall determine. Each Participant's
uninvested funds held by the Agent will not bear interest. The Agent shall have
no liability in connection with any inability to purchase Common Shares within
the time provided, or with the timing of any purchases effected. The Agent shall
have no responsibility for the value of Common Shares acquired. The Agent may
commingle Participants' funds to be used for open-market purchases of Trust
shares and the price per share allocable to each Participant in connection with
such purchases shall be the average price (including brokerage commissions and
other related costs) of all Trust shares purchased by Agent.

     5. VALUATION. The market price of Common Shares on a particular date shall
be the last sales price on the securities exchange where the Common Shares are
listed on that date (the "Exchange"), or, if there is no sale on such Exchange
on that date, then the mean between the closing bid and asked quotations on such
Exchange on such date will be used. The net asset value per Common Share on, a
particular date shall be the amount calculated on that date (or if not
calculated on such date, the amount most recently calculated) by or on behalf of
the Trust in accordance with the Trust's current prospectus.

     6. TAXATION. The automatic reinvestment of Distributions does not relieve
Participants of any federal, state or local taxes which may be payable (or
required to be withheld on Distributions. Participants will receive tax
information annually for their personal records and to help them prepare their
federal income tax return. For further information as to tax consequences of
participation in the Plan, Participants should consult with their own tax
advisors.

     7. LIABILITY OF AGENT. The Agent shall at all times act in good faith and
agree to use its best efforts within reasonable limits to ensure the accuracy of
all services performed under this Agreement and to comply with applicable law,
but assumes no responsibility and shall not be liable for loss or damage due to
errors unless such error is caused by the Agent's negligence, bad faith, or
willful misconduct or that of its employees.

     8. RECORDKEEPING. The Agent may hold each Participant's Common Shares
acquired pursuant to the Plan together with the Common Shares of other Common
Shareholders of the Trust acquired pursuant to the Plan in non-certificated form
in the Agent's name or that of the Agent's nominee. Each Participant will be
sent a confirmation by the Agent of each acquisition made for his or her account
as soon as practicable, but in no event later than 60 days,


                                        2
<PAGE>
after the date thereof. Upon a Participant's request, the Agent will deliver to
the Participant, without charge, a certificate or certificates for the full
Common Shares. Although each Participant may from time to time have an undivided
fractional interest in a Common Share of the Trust, no certificates for a
fractional share will be issued. Similarly, Participants may request to sell a
portion of the Common Shares held by the Agent in their Plan accounts by calling
the Agent, writing to the Agent, or completing and returning the transaction
form attached to each Plan statement. The Agent will sell such Common Shares
through a broker-dealer selected by the Agent within 5 business days of receipt
of the request. The sale price will equal the weighted average price of all
Common Shares sold through the Plan on the day of the sale, less brokerage
commissions. Participants should note that the Agent is unable to accept
instructions to sell on a specific date or at a specific price. Any share
dividends or split shares distributed by the Trust on Common Shares held by the
Agent for Participants will be credited to their accounts. In the event that the
Trust makes available to its Common Shareholders rights to purchase additional
Common Shares, the Common Shares held for each Participant under the Plan will
be added to other Common Shares held by the Participant in calculating the
number of rights to be issued to each Participant.

     9. PROXY MATERIALS. The Agent will forward to each Participant any proxy
solicitation material. The Agent will vote any Common Shares held for a
Participant first in accordance with the instructions set forth on proxies
returned by such Participant to the Trust, and then with respect to any proxies
not returned by such Participant to the Trust, in the same proportion as the
Agent votes the proxies returned by the Participants to the Trust.

     10. FEES. The Agent's service fee for handling Distributions will be paid
by the Trust. Each Participant will be charged his or her pro rata share of
brokerage commissions on all open-market purchases. If a Participant elects to
have the 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.

     11. TERMINATION IN THE PLAN. Each registered Participant may terminate his
or her account under the Plan by notifying the Agent in writing at P.O. Box
1958, Newark, New Jersey 07101-9774, or by calling the Agent at 1-800-432-8224,
or using The Bank of New York's website: http://stockbny.com. Such termination
will be effective with respect to a particular Distribution if the Participant's
notice is received by the Agent prior to such Distribution record date. The Plan
may be terminated by the Agent or the Trust upon notice in writing mailed to
each Participant at least 60 days prior to the effective date of the
termination. Upon any termination, the Agent will cause a certificate or
certificates to be issued for the full shares held for 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. If preferred,
a Participant may request the sale of all of the Common Shares held by the Agent
in his or her Plan account in order to terminate participation in the Plan. If
any Participant elects in advance of such termination to have Agent sell part or
all of his shares, 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 Agent in writing at the address above.


                                       3
<PAGE>
     12. AMENDMENT OF THE PLAN. These terms and conditions may be amended by the
Agent or the Trust at any time but, except when necessary or appropriate to
comply with applicable law or the rules or policies of the Securities and
Exchange 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 Agent receives notice of the
termination of the Participant's account under the Plan. Any such amendment may
include an appointment by the Agent of a successor Agent, subject to the prior
written approval of the successor Agent by the Trust.

     13. APPLICABLE LAW. These terms and conditions shall be governed by the
laws of the State of New York.


                                        4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.G
<SEQUENCE>4
<FILENAME>c97003a3exv99wg.txt
<DESCRIPTION>INVESTMENT MANAGEMENT AGREEMENT WITH CALAMOS
<TEXT>
<PAGE>

                                                                       Exhibit g

                         INVESTMENT MANAGEMENT AGREEMENT

     AGREEMENT made as of the 27 day of October, 2005 (the "Agreement"), between
CALAMOS ADVISORS LLC, a limited liability company organized under the laws of
Delaware and having its principal office and place of business in Naperville,
Illinois (the "Manager"), and CALAMOS GLOBAL TOTAL RETURN FUND, a Delaware
business trust having its principal office and place of business in Naperville,
Illinois (the "Trust").

     WHEREAS, the Trust is registered as a closed-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

     WHEREAS, the Manager is engaged principally in the business of rendering
investment management services and is so registered under the Investment
Advisers Act of 1940; and

     WHEREAS, the Trust wishes to retain the Manager to provide certain
investment advisory, management and administrative services; and

     WHEREAS, the Manager is willing to furnish such services on the terms and
conditions hereinafter set forth;

     THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the parties as follows:

     1. APPOINTMENT OF MANAGER. The Trust appoints the Manager to act as manager
and investment adviser to the Trust for the period and on the terms herein set
forth. The Manager accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided.

     2. DUTIES OF MANAGER. The Manager, at its own expense, shall furnish the
following services and facilities to the Trust:

          (a) Portfolio Management Services. Subject to the overall supervision
and review of the Board of Trustees of the Trust ("Trustees"), the Manager will
regularly provide the Trust with investment research, advice and supervision and
will furnish continuously an investment program for the Trust, consistent with
the investment objectives and policies of the Trust. The Manager will determine
from time to time what securities shall be purchased for the Trust, what
securities shall be held or sold by the Trust and what portion of the Trust's
assets shall be held uninvested as cash, subject always to the provisions of the
Trust's Certificate of Trust, Agreement and Declaration of Trust, By-Laws and
its registration statement under the 1940 Act and under the Securities Act of
1933 covering the Trust's shares, as filed with the Securities and Exchange
Commission (the "Commission"), and to the investment objectives, policies and
restrictions of the Trust, as each of the same shall be from time to time in
effect, and subject, further, to such policies and instructions as the Trustees
may from time to time establish. To carry out such determinations, the Manager
will exercise full discretion and act for the Trust in the same manner and with
the same force and effect as the Trust itself might or could do with respect to
purchases, sales or other transactions, as well as with respect to all other
things necessary or incidental to the furtherance or conduct of such purchases,
sales or other transactions.
<PAGE>
          The Manager shall place all orders for the purchase and sale of
portfolio securities for the account of the Trust with brokers or dealers
selected by the Manager, although the Trust will pay the actual brokerage
commissions on portfolio transactions in accordance with Paragraph 3. In
executing portfolio transactions and selecting brokers or dealers, the Manager
will use its best efforts to seek on behalf of the Trust or any Fund thereof the
best overall terms available for any transaction. The Manager shall consider all
factors it deems relevant, including the breadth of the market in the security,
the price of the security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the commission, if any (for the
specific transaction and on a continuing basis). In evaluating the best overall
terms available, and in selecting the broker or dealer to execute a particular
transaction, the Manager may also consider the brokerage and research services
(as those terms are defined in Section 28(e) of the Securities Exchange Act of
1934) provided to the Trust and/or other accounts over which the Manager or an
affiliate of the Manager exercises investment discretion. The Manager is
authorized to pay to a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for any Fund which
is in excess of the amount of "commission" (as that term is used in Section
28(c), and as identified by the Commission) another broker or dealer would have
charged for effecting that transaction if, but only if, the Manager determines
in good faith that such commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer, viewed in
terms of that particular transaction or in terms of all of the accounts over
which investment discretion is so exercised.

          Manager (or an affiliate of Manager) may act as broker for Trust in
connection with the purchase or sale of securities by or to the Trust if and to
the extent permitted by procedures adopted from time to time by the Trustees.
Such brokerage services are not within the scope of the duties of Manager under
this agreement, and, within the limits permitted by law and the Trustees,
Manager (or an affiliate of Manager) may receive brokerage commissions, fees or
other remuneration from the Trust for such services in addition to its fee for
services as Manager. Within the limits permitted by law, Manager may receive
compensation from the Trust for other services performed by it for the Trust
which are not within the scope of the duties of Manager under this Agreement.

          (b) Other Services. In addition to the portfolio management services
specified above in Paragraph 2(a), the Manager shall furnish for use of the
Trust such office space and facilities as the Trust may require for its
reasonable needs and shall supervise the business and affairs of the Trust and
shall provide the following other services on behalf of the Trust and not
provided by persons not parties to this 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 Trust operations;


                                        2
<PAGE>
               (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 Trust'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 Trust's transfer
     agent;

               (v) assisting in the preparation and filing of the Trust's
     federal, state and local tax returns;

               (vi) assisting in the preparation and filing of the Trust'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 Trust under applicable federal and state securities laws;

               (x) maintaining or causing to be maintained for the Trust 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 Trust's custodian or other agents of
     the Trust;

               (xi) assisting in establishing the accounting policies of the
     Trust;

               (xii) assisting in the resolution of accounting issues that may
     arise with respect to the Trust's operations and consulting with the
     Trust's independent accountants, legal counsel and the Trust's other agents
     as necessary in connection therewith;

               (xiii) reviewing the Trust's bills;

               (xiv) assisting the Trust in determining the amount of dividends
     and distributions available to be paid by the Trust 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 Trust as it may reasonably request
     in the conduct of the Trust's business, subject to the direction and
     control of the Trustees.

     Nothing in this Agreement shall be deemed to shift to the Manager or
diminish the obligations of any agent of the Trust or any other person not a
party to this Agreement which is obligated to provide services to the Trust.


                                        3
<PAGE>
          (c) Reports. The Manager shall furnish to the Trustees periodic
reports on the investment performance of the Trust and on the performance of the
Manager's obligations pursuant to this Agreement, and the Manager shall supply
such additional reports and information as the Trust's officers or the Trustees
shall reasonably request.

     3. ALLOCATION OF EXPENSES. Except for the services and facilities to be
provided by the Manager as set forth in Paragraph 2 above, the Trust assumes and
shall pay all expenses for all other Trust operations and activities and shall
reimburse the Manager for any such expenses incurred by the Manager. In
addition, the Manager shall pay the compensation and expenses of all Trustees,
officers and employees of the Trust who are affiliated persons of the Manager
and the Manager shall make available, without expense to the Trust, the services
of the Manager's directors, officers and employees as may be duly elected
Trustees and officers of the Trust, subject to their individual consent to serve
and to any limitations imposed by law. The expenses to be borne by the Trust
shall include, without limitation:

          (a) organization expenses of the Trust (including out-of-pocket
expenses, but not including the Manager's overhead or employee costs);

          (b) fees payable to the Manager;

          (c) legal expenses;

          (d) auditing and accounting expenses;

          (e) maintenance of books and records that are required to be
maintained by the Trust's custodian or other agents of the Trust;

          (f) telephone, telex, facsimile, postage and other communications
expenses;

          (g) taxes and governmental fees;

          (h) fees, dues and expenses incurred by the Trust 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 Trust;

          (m) expenses relating to investor and public relations provided by
parties other than the Manager;


                                        4
<PAGE>
          (n) expenses and fees of registering or qualifying shares of
beneficial interest of the Trust for sale;

          (o) interest charges, bond premiums and other insurance expenses;

          (p) freight, insurance and other charges in connection with the
shipment of the Trust's portfolio securities;

          (q) the compensation and all expenses (specifically including travel
expenses relating to Trust business) of Trustees, officers and employees of the
Trust who are not affiliated persons of the Manager;

          (r) brokerage commissions or other costs of acquiring or disposing of
any portfolio securities of the Trust;

          (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 Trust and
supplements thereto;

          (u) costs of stationery;

          (v) any litigation expenses;

          (w) indemnification of Trustees and officers of the Trust;

          (x) costs of shareholders' and other meetings;

          (y) interest on borrowed money, if any; and

          (z) the fees and other expenses of listing the Trust's shares on the
New York Stock Exchange or any other national stock exchange.

     4. MANAGEMENT FEE.

          (a) The Trust shall pay to the Manager, as compensation for the
Manager's services performed, facilities furnished and expenses assumed
hereunder, a fee at the annual rate equal to 1.00% of the Trust's average weekly
managed assets. "Managed assets" means the total assets of the Trust (including
any assets attributable to any leverage that may be outstanding) minus the sum
of accrued liabilities (other than debt representing financial leverage).

          (b) The management fee payable hereunder shall be computed weekly and
paid monthly in arrears. In the event of termination of this Agreement, the fee
shall be computed on the basis of the period ending on the last business day on
which this Agreement is in effect subject to a pro rata adjustment based on the
number of days elapsed in the current month as a percentage of the total number
of days in such month.


                                        5
<PAGE>
          (c) The Manager may from time to time agree not to impose all or a
portion of its fee otherwise payable hereunder (in advance of the time such fee
or a portion thereof would otherwise accrue) and/or undertake to pay or
reimburse the Trust for all or a portion of its expenses not otherwise required
to be borne or reimbursed by the Manager. Any such fee reduction or undertaking
may be discontinued or modified by the Manager at any time.

     5. RELATIONS WITH TRUST. Subject to and in accordance with the Declaration
of Trust and Bylaws of the Trust and the Articles of Incorporation and Bylaws of
the Manager, respectively, it is understood that the Trustees, officers, agents
and shareholders of the Trust are or may be interested in the Manager (or any
successor thereof) as directors, officers, or otherwise, that directors,
officers, agents and shareholders of the Manager are or may be interested in the
Trust as Trustees, officers, shareholders or otherwise, and that the effect of
any such adverse interests shall be governed by said Declaration of Trust,
Articles of Incorporation and Bylaws.

     6. LIABILITY OF MANAGER AND OFFICERS AND TRUSTEES OF THE TRUST. No
provision of this Agreement shall be deemed to protect the Manager against any
liability to the Trust or its shareholders to which it might otherwise be
subject by reason of any willful misfeasance, bad faith or gross negligence in
the performance of its duties or the reckless disregard of its obligations and
duties under this Agreement. Nor shall any provision hereof be deemed to protect
any Trustee or officer of the Trust against any such liability to which he might
otherwise be subject by reason of any willful misfeasance, bad faith, gross
negligence or reckless disregard of his obligations and duties.

     7. DURATION AND TERMINATION OF THIS AGREEMENT.

          (a) Duration. This Agreement shall become effective on the date first
written above. Unless terminated as herein provided, this Agreement shall remain
in full force and effect until August 1, 2006, and shall continue in full force
and effect for periods of one year thereafter so long as such continuance is
approved at least annually (i) by either the Trustees or by vote of a majority
of the outstanding voting shares (as defined in the 1940 Act) of the Trust, and
(ii) in either event by the vote of a majority of the Trustees who are not
parties to this Agreement or "interested persons" (as defined in the 1940 Act)
of any such party, cast in person at a meeting called for the purpose of voting
on such approval.

          (b) Termination. This Agreement may be terminated at any time, without
payment of any penalty, by vote of the Trustees or by vote of a majority of the
outstanding shares (as defined in the 1940 Act), or by the Manager on sixty (60)
days' written notice to the other party.

          (c) Automatic Termination. This Agreement shall automatically
terminate in the event of its "assignment," as that term is defined in the 1940
Act.

     8. NAME OF TRUST. It is understood that the name "Calamos", and any logo
associated with that name, is the valuable property of Calamos Holdings LLC, and
that the Trust has the right to include "Calamos" as a part of its name only so
long as this Agreement shall continue. Upon termination of this Agreement the
Trust shall forthwith cease to use the


                                        6
<PAGE>
"Calamos" name and logo and shall take such action as is necessary to change the
name of the Trust and to amend its Declaration of Trust to change the Trust's
name.

     9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the terms of the State of Delaware.

     10. SERVICES NOT EXCLUSIVE. The services of the Manager to the Trust
hereunder are not to be deemed exclusive and the Manager shall be free to render
similar services to others so long as its services hereunder are not impaired
thereby.

     11. LIMITATION OF LIABILITY. It is expressly agreed that the obligations of
the Trust hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Trust, personally, but shall bind
only the assets and property of the Trust as provided in the Declaration of
Trust of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees and shareholders of the Trust and signed by an
authorized officer of the Trust, acting as such, and neither such authorization
by the Trustees and shareholders nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the assets and property
of the Trust as provided in its Declaration of Trust.

     12. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof. Should any part of
this Agreement be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding and shall inure to the benefit of the parties hereto
and their respective successors. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.


                                        7
<PAGE>
     IN WITNESS WHEREOF, this Investment Management Agreement has been executed
for the Manager and the Trust by their duly authorized officers, as of the date
first set forth above.

                                        CALAMOS ADIVSORS LLC


                                        By:
                                            ------------------------------------
                                            John P. Calamos, Sr., President

Attest:


- -------------------------------------
James S. Hamman, Jr., Secretary


                                        CALAMOS GLOBAL TOTAL RETURN FUND


                                        By:
                                            ------------------------------------
                                            James S. Hamman, Jr., Secretary

Attest:


- -------------------------------------
Patrick H. Dudasik, Vice President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.H.1
<SEQUENCE>5
<FILENAME>c97003a3exv99whw1.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT
<TEXT>
<PAGE>

                                                                     EXHIBIT h.1

                        CALAMOS GLOBAL TOTAL RETURN FUND

                   ______ COMMON SHARES OF BENEFICIAL INTEREST
                                 (no par value)

                             UNDERWRITING AGREEMENT

                                                              New York, New York
                                                                October __, 2005

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.

As Representatives of the several Underwriters

c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

            The undersigned, Calamos Global Total Return Fund, a Delaware
statutory trust (the "Fund") and Calamos Advisors LLC, a Delaware limited
liability company (the "Adviser"), address you as underwriters and as the
representatives (the "Representatives") of each of the several underwriters
named on Schedule I hereto (the "Underwriters"). The Fund proposes to sell to
the Underwriters _______ shares (the "Underwritten Securities") of its common
shares of beneficial interest, no par value per share (the "Common Shares"). The
Fund also proposes to grant to the Underwriters an option to purchase up to
_______ additional Common Shares to cover over-allotments (the "Option
Securities"). The Underwritten Securities and the Option Securities are
hereinafter collectively referred to as the "Securities." Unless otherwise
stated, the term "you" as used herein means Citigroup Global Markets Inc.
individually on its own behalf and on behalf of the other Representatives.
Certain terms used herein are defined in Section 19 hereof.

<PAGE>

                                                                               2

            The Fund and the Adviser wish to confirm as follows their agreements
with you and the other several Underwriters on whose behalf you are acting in
connection with the several purchases of the Securities by the Underwriters.

            The Fund has entered into an Investment Management Agreement with
the Adviser dated as of _____, 2005, a Custody Agreement with The Bank of New
York dated as of ______, 2005, a Stock Transfer Agency Agreement with The Bank
of New York dated as of _____, 2005, a Financial Accounting Services Agreement
with the Adviser dated as of ____, 2005 and a Master Services Agreement with
State Street Bank and Trust Company dated as of _____, 2005 and such agreements
are herein referred to as the "Management Agreement," the "Custodian Agreement,
" the "Transfer Agency Agreement," the "Accounting Agreement" and the
"Administration Agreement," respectively. Collectively, the Management
Agreement, the Custodian Agreement, the Transfer Agency Agreement, the
Accounting Agreement and the Administration Agreement are herein referred to as
the "Fund Agreements." The Adviser has entered into a Structuring Fee Agreement
with Citigroup Global Markets Inc. dated as of October __, 2005 and a
Structuring Fee Agreement with UBS Securities LLC dated as of October __, 2005
(collectively, the "Fee Agreements"). In addition, the Fund has adopted a
dividend reinvestment plan (the "Dividend Reinvestment Plan") pursuant to which
holders of Common Shares shall have their dividends automatically reinvested in
additional Common Shares of the Fund unless they elect to receive such dividends
in cash.

            1. Representations and Warranties of the Fund and the Adviser. The
Fund and the Adviser, jointly and severally, represent and warrant to, and agree
with, each Underwriter as set forth below in this Section 1.

            (a) The Fund has prepared and filed with the Commission a
      registration statement (file numbers 333-114111 and 811-21547) on Form
      N-2, including a related preliminary prospectus (including the statement
      of additional information incorporated by reference therein), for
      registration under the Act and the 1940 Act of the offering and sale of
      the Securities. The Fund may have filed one or more amendments thereto,
      including a related preliminary prospectus (including the statement of
      additional information incorporated by reference therein), each of which
      has previously been furnished to you. The Fund will next file with the
      Commission one of the following: either (1) prior to the Effective Date of
      such registration statement, a further amendment to such registration
      statement (including the form of final prospectus (including the statement
      of additional information incorporated by reference therein)) or (2) after
      the Effective Date of such registration statement, a final prospectus
      (including the statement of additional information incorporated by
      reference therein) in accordance with Rules 430A and 497. In the case of
      clause (2), the Fund has included in such registration statement, as
      amended at the Effective Date, all information (other than Rule 430A
      Information) required by the Act and the 1940 Act and the Rules and
      Regulations to be included in such registration statement and the
      Prospectus. As filed, such amendment and form of final prospectus
      (including the statement of additional information incorporated by
      reference therein), or such final prospectus (including the statement of
      additional information incorporated by reference therein), shall contain
      all Rule 430A Information, together with all other such required
      information, and, except to the extent the Representatives shall agree in
      writing to a modification, shall be in all substantive

<PAGE>

                                                                               3

      respects in the form furnished to you prior to the Execution Time or, to
      the extent not completed at the Execution Time, shall contain only such
      specific additional information and other changes (beyond that contained
      in the latest Preliminary Prospectus) as the Fund has advised you, prior
      to the Execution Time, will be included or made therein.

            (b) Each Preliminary Prospectus complied when filed with the
      Commission in all material respects with the provisions of the Act, the
      1940 Act and the Rules and Regulations, except that this representation
      and warranty does not apply to statements in or omissions from the
      registration statement or the Preliminary Prospectus made in reliance upon
      and in conformity with information relating to any Underwriter furnished
      to the Fund in writing by or on behalf of any Underwriter through you
      expressly for use therein. The Commission has not issued any order
      preventing or suspending the use of any Preliminary Prospectus or the
      Prospectus.

            (c) On the Effective Date, the Registration Statement did or will,
      and when the Prospectus is first filed (if required) in accordance with
      Rule 497 and on the Closing Date (as defined herein) and on any date on
      which Option Securities are purchased, if such date is not the Closing
      Date (a "settlement date"), the Prospectus (and any supplements thereto)
      will, and the 1940 Act Notification when originally filed with the
      Commission and any amendment or supplement thereto when filed with the
      Commission did or will, comply in all material respects with the
      applicable requirements of the Act, the 1940 Act and the Rules and
      Regulations and the Registration Statement on the Effective Date did not
      or will not contain any untrue statement of a material fact or omit to
      state any material fact required to be stated therein or necessary in
      order to make the statements therein not misleading; and, on the Effective
      Date, the Prospectus, if not filed pursuant to Rule 497, will not, and on
      the date of any filing pursuant to Rule 497 and on the Closing Date and
      any settlement date, the Prospectus (together with any supplements
      thereto) will not, include any untrue statement of a material fact or omit
      to state a material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading; provided, however, that the Fund makes no representations or
      warranties as to the information contained in or omitted from the
      Registration Statement, or the Prospectus (or any supplement thereto) in
      reliance upon and in conformity with information furnished in writing to
      the Fund by or on behalf of any Underwriter through the Representatives
      specifically for inclusion in the Registration Statement or the Prospectus
      (or any supplement thereto).

            (d) The Fund has been duly formed and is validly existing in good
      standing as a statutory trust under the laws of the State of Delaware,
      with full power and authority to own, lease and operate its properties and
      to conduct its business as described in the Registration Statement and the
      Prospectus (and any amendment or supplement to either of them) and is duly
      registered and qualified to conduct business and is in good standing in
      each jurisdiction or place where the nature of its properties or the
      conduct of its business requires such registration or qualification,
      except where the failure so to register or to qualify does not have a
      material, adverse effect on the condition (financial or other), business,
      prospects, properties, net assets or results of operations of the Fund.
      The Fund has no subsidiaries.

<PAGE>

                                                                               4

            (e) The Fund's authorized equity capitalization is as set forth in
      the Prospectus; the capital stock of the Fund conforms in all material
      respects to the description thereof contained in the Prospectus; all
      outstanding Common Shares have been duly and validly authorized and issued
      and are fully paid and, except as described in the Prospectus,
      nonassessable; the Securities have been duly and validly authorized, and,
      when issued and delivered to and paid for by the Underwriters pursuant to
      this Agreement, will be fully paid and, except as described in the
      Prospectus, nonassessable; the Securities are duly listed, and admitted
      and authorized for trading, subject to official notice of issuance and
      evidence of satisfactory distribution, on the New York Stock Exchange (the
      "NYSE"); the certificates for the Securities are in valid and sufficient
      form; the holders of outstanding Common Shares are not entitled to
      preemptive or other rights to subscribe for the Securities; and, except as
      set forth in the Prospectus, no options, warrants or other rights to
      purchase, agreements or other obligations to issue, or rights to convert
      any obligations into or exchange any securities for, shares of capital
      stock of or ownership interests in the Fund are outstanding.

            (f) The Fund's registration statement on Form 8-A under the Exchange
      Act has become effective.

            (g) The Fund, subject to the Registration Statement having been
      declared effective and the filing of the Prospectus under Rule 497, has
      taken all required action under the Act, the 1940 Act and the Rules and
      Regulations to make the public offering and consummate the sale of the
      Securities as contemplated by this Agreement.

            (h) There are no agreements, contracts, indentures, leases or other
      instruments that are required to be described in the Registration
      Statement or the Prospectus, or to be filed as an exhibit thereto, which
      are not described or filed as required; and the statements in the
      Registration Statement and Prospectus, insofar as they are descriptions of
      contracts, agreements or other legal documents or refer to statements of
      law or legal conclusions, are accurate and present fairly the information
      required to be shown.

            (i) The execution and delivery of and the performance by the Fund of
      its obligations under this Agreement and the Fund Agreements have been
      duly and validly authorized by the Fund and this Agreement and the Fund
      Agreements have been duly executed and delivered by the Fund and
      constitute the valid and legally binding agreements of the Fund,
      enforceable against the Fund in accordance with their terms, except as
      rights to indemnity and contribution hereunder may be limited by federal
      or state securities laws and subject to the qualification that the
      enforceability of the Fund's obligations hereunder and thereunder may be
      limited by bankruptcy, insolvency, reorganization, moratorium and other
      laws relating to or affecting creditors' rights generally and by general
      equitable principles.

            (j) The Fund is duly registered under the 1940 Act as a closed-end,
      diversified management investment company and the 1940 Act Notification
      has been duly filed with the Commission. The Fund has not received any
      notice from the Commission pursuant to Section 8(e) of the 1940 Act with
      respect to the 1940 Act Notification or the Registration Statement.

<PAGE>

                                                                               5

            (k) No consent, approval, authorization, filing with or order of any
      court or governmental agency or body is required in connection with the
      transactions contemplated herein or in the Fund Agreements, except such as
      have been made or obtained under the Act, the 1940 Act and the rules and
      regulations of the National Association of Securities Dealers, Inc. (the
      "NASD") and the NYSE, and such as may be required under the blue sky laws
      of any jurisdiction in connection with the purchase and distribution of
      the Securities by the Underwriters in the manner contemplated herein and
      in the Prospectus.

            (l) Neither the issuance and sale of the Securities, the execution,
      delivery or performance of this Agreement or any of the Fund Agreements by
      the Fund, nor the consummation by the Fund of the transactions
      contemplated hereby or thereby (i) conflicts or will conflict with or
      constitutes or will constitute a breach of the declaration of trust or
      by-laws of the Fund, (ii) conflicts or will conflict with or constitutes
      or will constitute a breach of or a default under, any material agreement,
      indenture, lease or other instrument to which the Fund is a party or by
      which it or any of its properties may be bound or (iii) violates or will
      violate any material statute, law, regulation or filing or judgment,
      injunction, order or decree applicable to the Fund or any of its
      properties or will result in the creation or imposition of any material
      lien, charge or encumbrance upon any property or assets of the Fund
      pursuant to the terms of any agreement or instrument to which it is a
      party or by which it may be bound or to which any of the property or
      assets of the Fund is subject.

            (m) No holders of securities of the Fund have rights to the
      registration of such securities under the Registration Statement.

            (n) The financial statements, together with related schedules and
      notes, included or incorporated by reference in the Prospectus and the
      Registration Statement present fairly in all material respects the
      financial condition and results of operations of the Fund as of the dates
      and for the periods indicated, comply as to form with the applicable
      accounting requirements of the Act and the 1940 Act and have been prepared
      in conformity with generally accepted accounting principles applied on a
      consistent basis throughout the periods involved (except as otherwise
      noted therein).

            (o) No action, suit or proceeding by or before any court or
      governmental agency, authority or body or any arbitrator involving the
      Fund or its property is pending or, to the knowledge of the Fund,
      threatened that (i) could reasonably be expected to have a material
      adverse effect on the performance of this Agreement or the consummation of
      any of the transactions contemplated hereby or (ii) could reasonably be
      expected to have a material adverse effect on the condition (financial or
      otherwise), prospects, earnings, business or properties of the Fund,
      whether or not arising from transactions in the ordinary course of
      business, except as set forth in or contemplated in the Prospectus
      (exclusive of any supplement thereto).

            (p) The Fund is not (i) in violation of its declaration of trust or
      by-laws, (ii) in breach or default in any material respect in the
      performance of the terms of any material indenture, contract, lease,
      mortgage, deed of trust, note agreement, loan agreement or

<PAGE>

                                                                               6

      other agreement, obligation, condition, covenant or instrument to which it
      is a party or bound or to which its property is subject or (iii) in
      violation of any material law, ordinance, administrative or governmental
      rule or regulation applicable to the Fund, including, without limitation,
      the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules
      and regulations promulgated in connection therewith, or of any material
      decree of the Commission, the NASD, any state securities commission, any
      national securities exchange, any arbitrator, any court or any other
      governmental, regulatory, self-regulatory or administrative agency or any
      official having jurisdiction over the Fund.

            (q) Since the date as of which information is given in the
      Prospectus, except as otherwise stated therein, (i) there has been no
      material, adverse change in the condition (financial or other), business,
      properties, net assets or results of operations of the Fund or business
      prospects (other than as a result of a change in the financial markets
      generally) of the Fund, whether or not arising in the ordinary course of
      business, (ii) there have been no transactions entered into by the Fund
      which are material to the Fund other than those in the ordinary course of
      its business as described in the Prospectus and (iii) there has been no
      dividend or distribution of any kind declared, paid or made by the Fund on
      any class of its Common Shares.

            (r) Deloitte & Touche LLP, who have audited the Statement of Assets
      and Liabilities and the related Statement of Operations included or
      incorporated by reference in the Registration Statement and the
      Prospectus, are independent public accountants with respect to the Fund
      within the meaning of the Act, the 1940 Act and the Rules and Regulations.

            (s) The Fund has not distributed and, prior to the later to occur of
      (i) the Closing Date and (ii) completion of the distribution of the
      Securities, will not distribute any offering material in connection with
      the offering and sale of the Securities other than the Registration
      Statement, the Preliminary Prospectus, the Prospectus or other materials
      permitted by the Act, the 1940 Act or the Rules and Regulations.

            (t) All advertising, sales literature or other promotional material
      (including "prospectus wrappers", "broker kits", "road show slides" and
      "road show scripts"), whether in printed or electronic form, authorized in
      writing by or prepared by the Fund or the Adviser for use in connection
      with the offering and sale of the Securities (collectively, "sales
      material") complied and comply in all material respects with the
      applicable requirements of the Act, the Act Rules and Regulations and the
      rules and interpretations of the NASD and if required to be filed with the
      NASD under the NASD's conduct rules were provided to Simpson Thacher &
      Bartlett LLP, counsel for the Underwriters, for filing. No sales material
      contained or contains an untrue statement of a material fact or omitted or
      omits to state a material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading.

            (u) The Fund's directors and officers/errors and omissions insurance
      policy and its fidelity bond required by Rule 17g-1 of the 1940 Act Rules
      and Regulations are in full

<PAGE>

                                                                               7

      force and effect; the Fund is in compliance with the terms of such policy
      and fidelity bond in all material respects; and there are no claims by the
      Fund under any such policy or fidelity bond as to which any insurance
      company is denying liability or defending under a reservation of rights
      clause; the Fund has not been refused any insurance coverage sought or
      applied for; and the Fund has no reason to believe that it will not be
      able to renew its existing insurance coverage as and when such coverage
      expires or to obtain similar coverage from similar insurers as may be
      necessary to continue its business at a cost that would not have a
      material adverse effect on the condition (financial or otherwise),
      prospects, earnings, business or properties of the Fund, whether or not
      arising from transactions in the ordinary course of business, except as
      set forth in or contemplated in the Prospectus (exclusive of any
      supplement thereto).

            (v) The Fund has such licenses, permits, and authorizations of
      governmental or regulatory authorities ("permits") as are necessary to own
      its property and to conduct its business in the manner described in the
      Prospectus, except where the failure to hold any such permit does not have
      a material, adverse effect on the condition (financial or other),
      business, prospects, properties, net assets or results of operations of
      the Fund; the Fund has fulfilled and performed all its material
      obligations with respect to such permits and no event has occurred which
      allows or, after notice or lapse of time, would allow, revocation or
      termination thereof or results in any other material impairment of the
      rights of the Fund under any such permit, subject in each case to such
      qualification as may be set forth in the Prospectus; and, except as
      described in the Prospectus, none of such permits contains any restriction
      that is materially burdensome to the Fund.

            (w) The Fund maintains and will maintain a system of internal
      accounting controls sufficient to provide reasonable assurances that (i)
      transactions are executed in accordance with management's general or
      specific authorization and with the investment objectives, policies and
      restrictions of the Fund and the applicable requirements of the 1940 Act,
      the 1940 Act Rules and Regulations and the Internal Revenue Code of 1986,
      as amended (the "Code"); (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with generally
      accepted accounting principles, to calculate net asset value, to maintain
      accountability for assets and to maintain material compliance with the
      books and records requirements under the 1940 Act and the 1940 Act Rules
      and Regulations; (iii) access to assets is permitted only in accordance
      with management's general or specific authorization; and (iv) the recorded
      accountability for assets is compared with existing assets at reasonable
      intervals and appropriate action is taken with respect to any differences.

            (x) Except as stated in this Agreement and the Prospectus, the Fund
      has not taken, directly or indirectly, any action designed to or that
      would constitute or that might reasonably be expected to cause or result
      in, under the Exchange Act or otherwise, stabilization or manipulation of
      the price of any security of the Fund to facilitate the sale or resale of
      the Securities, and the Fund is not aware of any such action taken or to
      be taken by any affiliates of the Fund.

<PAGE>

                                                                               8

            (y) This Agreement and each of the Fund Agreements complies in all
      material respects with all applicable provisions of the 1940 Act, the 1940
      Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and
      Regulations.

            (z) The Fund intends to direct the investment of the proceeds of the
      offering of the Securities in such a manner as to comply with the
      requirements of Subchapter M of the Code.

            (aa) The conduct by the Fund of its business (as described in the
      Prospectus) does not require it to be the owner, possessor or licensee of
      any patents, patent licenses, trademarks, service marks or trade names
      which it does not own, possess or license, except where the failure to
      own, possess or license any such patent, patent license, trademark,
      service mark or trade name does not have a material, adverse effect on the
      condition (financial or other), business, prospects, properties, net
      assets or results of operations of the Fund.

            Any certificate signed by any officer of the Fund and delivered to
the Representatives or counsel for the Underwriters in connection with the
offering of the Securities shall be deemed a representation and warranty by the
Fund, as to matters covered thereby, to each Underwriter.

            2. Representations and Warranties of the Adviser. The Adviser
      represents and warrants to each Underwriter as follows:

            (a) The Adviser has been duly formed and is validly existing in good
      standing as a limited liability company under the laws of the State of
      Delaware, with full power and authority to own, lease and operate its
      properties and to conduct its business as described in the Prospectus, and
      is duly qualified to do business as a foreign corporation and is in good
      standing under the laws of each jurisdiction which requires such
      qualification, except where the failure to so qualify would not have a
      material, adverse effect on the condition (financial or other), business,
      prospects, properties, net assets or results of operations of the Adviser.

            (b) The Adviser is duly registered as an investment adviser under
      the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act,
      the Advisers Act Rules and Regulations or the 1940 Act Rules and
      Regulations from acting under the Management Agreement, the Accounting
      Agreement or the Fee Agreements as contemplated by the Prospectus.

            (c) The Adviser has full power and authority to enter into this
      Agreement, the Management Agreement, the Accounting Agreement and the Fee
      Agreements; the execution and delivery of, and the performance by the
      Adviser of its obligations under, this Agreement, the Management
      Agreement, the Accounting Agreement and the Fee Agreements have been duly
      and validly authorized by the Adviser; and this Agreement, the Management
      Agreement, the Accounting Agreement and the Fee Agreements have been duly
      executed and delivered by the Adviser and constitute the valid and legally
      binding agreements of the Adviser, enforceable against the Adviser in
      accordance with

<PAGE>

                                                                               9

      their terms, except as rights to indemnity and contribution hereunder may
      be limited by federal or state securities laws and subject to the
      qualification that the enforceability of the Adviser's obligations
      hereunder and thereunder may be limited by bankruptcy, insolvency,
      reorganization, moratorium and other laws relating to or affecting
      creditors' rights generally and by general equitable principles.

            (d) The Adviser has the financial resources available to it
      necessary for the performance of its services and obligations as
      contemplated in the Prospectus and under this Agreement, the Management
      Agreement, the Accounting Agreement and the Fee Agreements.

            (e) The description of the Adviser and its business, and the
      statements attributable to the Adviser, in the Prospectus complied and
      comply in all material respects with the provisions of the Act, the 1940
      Act, the Advisers Act, the Rules and Regulations and the Advisers Act
      Rules and Regulations and did not and will not contain an untrue statement
      of a material fact or omit to state a material fact necessary in order to
      make the statements therein, in light of the circumstances under which
      they were made, not misleading.

            (f) No action, suit or proceeding by or before any court or
      governmental agency, authority or body or any arbitrator involving the
      Adviser or its property is pending or, to the best knowledge of the
      Adviser, threatened that (i) is required to be described in the Prospectus
      that is not so described as required, (ii) could reasonably be expected to
      have a material adverse effect on the ability of the Adviser to fulfill
      its obligations hereunder or under the Management Agreement, the
      Accounting Agreement or the Fee Agreements or (iii) could reasonably be
      expected to have a material adverse effect on the condition (financial or
      otherwise), prospects, earnings, business or properties of the Adviser,
      whether or not arising from transactions in the ordinary course of
      business, except as set forth in or contemplated in the Prospectus
      (exclusive of any supplement thereto).

            (g) Since the date as of which information is given in the
      Prospectus, except as otherwise stated therein, (i) there has been no
      material, adverse change in the condition (financial or other), business,
      properties, net assets or results of operations or business prospects of
      the Adviser, whether or not arising from the ordinary course of business
      and (ii) there have been no transactions entered into by the Adviser which
      are material to the Adviser other than those in the ordinary course of its
      business as described in the Prospectus.

            (h) The Adviser has such licenses, permits and authorizations of
      governmental or regulatory authorities ("permits") as are necessary to own
      its property and to conduct its business in the manner described in the
      Prospectus, except where the failure to hold any such permit does not have
      a material, adverse effect on the condition (financial or other),
      business, prospects, properties, net assets or results of operations of
      the Adviser or on the ability of the Adviser to perform its obligations
      under this Agreement, the Management Agreement, the Accounting Agreement
      or the Fee Agreements; the Adviser has fulfilled and performed all its
      material obligations with respect to such permits and no event has
      occurred which allows, or after notice or lapse of time would allow,
      revocation or

<PAGE>

                                                                              10

      termination thereof or results in any other material impairment of the
      rights of the Adviser under any such permit.

            (i) This Agreement, the Management Agreement, the Accounting
      Agreement and the Fee Agreements comply in all material respects with all
      applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations,
      the Advisers Act and the Advisers Act Rules and Regulations.

            (j) No consent, approval, authorization, filing with or order of any
      court or governmental agency or body is required in connection with the
      transactions contemplated herein or in the Management Agreement, the
      Accounting Agreement or the Fee Agreements, except such as have been made
      or obtained under the Act, the 1940 Act and the rules and regulations of
      the NASD and the NYSE and such as may be required under the blue sky laws
      of any jurisdiction in connection with the purchase and distribution of
      the Securities by the Underwriters in the manner contemplated herein and
      in the Prospectus.

            (k) Neither the execution, delivery or performance of this
      Agreement, the Management Agreement, the Accounting Agreement or the Fee
      Agreements, nor the consummation by the Fund or the Adviser of the
      transactions contemplated hereby or thereby (i) conflicts or will conflict
      with or constitutes or will constitute a breach of the certificate of
      formation, limited liability company agreement or by-laws of the Adviser,
      (ii) conflicts or will conflict with or constitutes or will constitute a
      breach of or a default under, any material agreement, indenture, lease or
      other instrument to which the Adviser is a party or by which it or any of
      its properties may be bound or (iii) violates or will violate any material
      statute, law, regulation or filing or judgment, injunction, order or
      decree applicable to the Adviser or any of its properties or will result
      in the creation or imposition of any material lien, charge or encumbrance
      upon any property or assets of the Adviser pursuant to the terms of any
      agreement or instrument to which the Adviser is a party or by which the
      Adviser may be bound or to which any of the property or assets of the
      Adviser is subject.

            (l) Except as stated in this Agreement and in the Prospectus, the
      Adviser has not taken nor will it take, directly or indirectly, any action
      designed to or which should reasonably be expected to cause or result in
      or which will constitute, stabilization or manipulation of the price of
      any security of the Fund in violation of federal securities laws and the
      Adviser is not aware of any such action taken or to be taken by any
      affiliates of the Adviser.

            (m) In the event that the Fund or the Adviser makes available any
      promotional materials intended for use only by qualified broker-dealers
      and registered representatives thereof by means of an Internet web site or
      similar electronic means, the Adviser will install and maintain
      pre-qualification and password-protection or similar procedures which are
      reasonably designed to effectively prohibit access to such promotional
      materials by persons other than qualified broker-dealers and registered
      representatives thereof.

<PAGE>

                                                                              11

            Any certificate signed by any officer of the Adviser and delivered
to the Representatives or counsel for the Underwriters in connection with the
offering of the Securities shall be deemed a representation and warranty by the
Adviser, as to matters covered thereby, to each Underwriter.

            3. Purchase and Sale. (a) Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Fund
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Fund, at a purchase price of $14.325 per
share, the amount of the Underwritten Securities set forth opposite such
Underwriter's name in Schedule I hereto.

            (b) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Fund hereby grants an
option to the several Underwriters to purchase, severally and not jointly, up to
_________ Option Securities at the same purchase price per share as the
Underwriters shall pay for the Underwritten Securities. Said option may be
exercised only to cover over-allotments in the sale of the Underwritten
Securities by the Underwriters. Said option may be exercised in whole or in part
at any time and from time to time on or before the 45th day after the date of
the Prospectus upon written or telegraphic notice by the Representatives to the
Fund setting forth the number of shares of the Option Securities as to which the
several Underwriters are exercising the option and the settlement date. The
number of Option Securities to be purchased by each Underwriter shall be the
same percentage of the total number of shares of the Option Securities to be
purchased by the several Underwriters as such Underwriter is purchasing of the
Underwritten Securities, subject to such adjustments as you in your absolute
discretion shall make to eliminate any fractional shares.

            4. Delivery and Payment. Delivery of and payment for the
Underwritten Securities and the Option Securities (if the option provided for in
Section 3(b) hereof shall have been exercised on or before the third Business
Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on
October 31, 2005 or at such time on such later date not more than three Business
Days after the foregoing date as the Representatives shall designate, which date
and time may be postponed by agreement between the Representatives and the Fund
or as provided in Section 10 hereof (such date and time of delivery and payment
for the Securities being herein called the "Closing Date"). Delivery of the
Securities shall be made to the Representatives for the respective accounts of
the several Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the Fund
by wire transfer payable in same-day funds to an account specified by the Fund.
Delivery of the Underwritten Securities and the Option Securities shall be made
through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.

            If the option provided for in Section 3(b) hereof is exercised after
the third Business Day prior to the Closing Date, the Fund will deliver the
Option Securities (at the expense of the Fund) to the Representatives on the
date specified by the Representatives (which shall be within three Business Days
after exercise of said option) for the respective accounts of the several
Underwriters, against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the Fund
by wire transfer payable in same-day funds to an account specified by the Fund.
If settlement for the Option

<PAGE>

                                                                              12

Securities occurs after the Closing Date, the Fund will deliver to the
Representatives on the settlement date for the Option Securities, and the
obligation of the Underwriters to purchase the Option Securities shall be
conditioned upon receipt of, supplemental opinions, certificates and letters
confirming as of such date the opinions, certificates and letters delivered on
the Closing Date pursuant to Section 7 hereof.

            5. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Prospectus.

            6. Agreements of the Fund and the Adviser. The Fund and the Adviser,
jointly and severally, agree with the several Underwriters as follows:

            (a) The Fund will use its best efforts to cause the Registration
      Statement, if not effective at the Execution Time, and any amendment
      thereof, to become effective. Prior to the termination of the offering of
      the Securities, the Fund will not file any amendment of the Registration
      Statement or supplement to the Prospectus or any Rule 462(b) Registration
      Statement unless the Fund has furnished you a copy for your review prior
      to filing and will not file any such proposed amendment or supplement to
      which you reasonably object. Subject to the foregoing sentence, if the
      Registration Statement has become or becomes effective pursuant to Rule
      430A, or filing of the Prospectus is otherwise required under Rule 497,
      the Fund will cause the Prospectus, properly completed, and any supplement
      thereto to be filed in a form approved by the Representatives with the
      Commission pursuant to Rule 497 within the time period prescribed and will
      provide evidence satisfactory to the Representatives of such timely
      filing. The Fund will promptly advise the Representatives (1) when the
      Registration Statement, if not effective at the Execution Time, shall have
      become effective, (2) when the Prospectus, and any supplement thereto,
      shall have been filed (if required) with the Commission pursuant to Rule
      497 or when any Rule 462(b) Registration Statement shall have been filed
      with the Commission, (3) when, prior to termination of the offering of the
      Securities, any amendment to the Registration Statement shall have been
      filed or become effective, (4) of any request by the Commission or its
      staff for any amendment of the Registration Statement, or any Rule 462(b)
      Registration Statement, or for any supplement to the Prospectus or for any
      additional information, (5) of the issuance by the Commission of any stop
      order suspending the effectiveness of the Registration Statement or the
      institution or threatening of any proceeding for that purpose and (6) of
      the receipt by the Fund of any notification with respect to the suspension
      of the qualification of the Securities for sale in any jurisdiction or the
      institution or threatening of any proceeding for such purpose. The Fund
      will use its best efforts to prevent the issuance of any such stop order
      or the suspension of any such qualification and, if issued, to obtain as
      soon as possible the withdrawal thereof.

            (b) If, at any time when a prospectus relating to the Securities is
      required to be delivered under the Act, any event occurs as a result of
      which, in the judgment of the Fund or in the reasonable opinion of counsel
      for the Underwriters, the Prospectus as then supplemented would include
      any untrue statement of a material fact or omit to state any material fact
      necessary to make the statements therein in the light of the circumstances
      under which they were made not misleading, or if it shall be necessary to
      amend

<PAGE>

                                                                              13

      the Registration Statement or supplement the Prospectus to comply with the
      Act, the 1940 Act and the Rules and Regulations, the Fund promptly will
      (1) notify the Representatives of any such event; (2) prepare and file
      with the Commission, subject to the second sentence of paragraph (a) of
      this Section 6, an amendment or supplement which will correct such
      statement or omission or effect such compliance; and (3) supply any
      supplemented Prospectus to you in such quantities as you may reasonably
      request.

            (c) As soon as practicable, the Fund will make generally available
      to its security holders and to the Representatives an earnings statement
      or statements of the Fund which will satisfy the provisions of Section
      11(a) of the Act and Rule 158 under the Act.

            (d) The Fund will furnish to the Representatives and counsel for the
      Underwriters signed copies of the Registration Statement (including
      exhibits thereto) and to each other Underwriter a copy of the Registration
      Statement (without exhibits thereto) and, so long as delivery of a
      prospectus by an Underwriter or dealer may be required by the Act, as many
      copies of each Preliminary Prospectus and the Prospectus and any
      supplement thereto as the Representatives may reasonably request.

            (e) The Fund will cooperate with you and with counsel for the
      Underwriters in connection with the registration or qualification of the
      Securities for offering and sale by the several Underwriters and by
      dealers with the NASD and under the securities or Blue Sky laws of such
      jurisdictions as you may designate and will file such consents to service
      of process or other documents necessary or appropriate in order to effect
      such registration or qualification; provided that in no event shall the
      Fund be obligated to qualify to do business in any jurisdiction where it
      is not now so qualified or to take any action which would subject it to
      service of process in suits, other than those arising out of the offering
      or sale of the Shares, in any jurisdiction where it is not now so subject.

            (f) Except as provided in this Agreement or pursuant to any dividend
      reinvestment plan of the Fund in effect on the date hereof, the Fund will
      not sell, contract to sell or otherwise dispose of, any Common Shares or
      any securities convertible into or exercisable or exchangeable for Common
      Shares or grant any options or warrants to purchase Common Shares, for a
      period of 180 days after the date of the Prospectus, without the prior
      written consent of Citigroup Global Markets Inc.

            (g) Except as stated in this Agreement and the Prospectus, neither
      the Fund nor the Adviser will take, directly or indirectly, any action
      designed to or that would constitute or that might reasonably be expected
      to cause or result in, under the Exchange Act or otherwise, stabilization
      or manipulation of the price of any security of the Fund to facilitate the
      sale or resale of the Securities.

            (h) The Fund agrees to pay the costs and expenses relating to the
      following matters: (i) the preparation, printing or reproduction and
      filing with the Commission of the Registration Statement (including
      financial statements and exhibits thereto), each Preliminary Prospectus,
      the Prospectus and the 1940 Act Notification and each amendment or
      supplement to any of them; (ii) the printing (or reproduction) and
      delivery (including postage, air freight charges and charges for counting
      and packaging) of such

<PAGE>

                                                                              14

      copies of the Registration Statement, each Preliminary Prospectus, the
      Prospectus, any sales material and all amendments or supplements to any of
      them, as may, in each case, be reasonably requested for use in connection
      with the offering and sale of the Securities; (iii) the preparation,
      printing, authentication, issuance and delivery of certificates for the
      Securities, including any stamp or transfer taxes in connection with the
      original issuance and sale of the Securities; (iv) the printing (or
      reproduction) and delivery of this Agreement, any blue sky memorandum,
      dealer agreements and all other agreements or documents printed (or
      reproduced) and delivered in connection with the offering of the
      Securities; (v) the registration of the Securities under the Exchange Act
      and the listing of the Securities on the NYSE; (vi) any registration or
      qualification of the Securities for offer and sale under the securities or
      blue sky laws of the several states (including filing fees and the
      reasonable fees and expenses of counsel for the Underwriters relating to
      such registration and qualification); (vii) any filings required to be
      made with the NASD (including filing fees and the reasonable fees and
      expenses of counsel for the Underwriters relating to such filings); (viii)
      the transportation and other expenses incurred by or on behalf of Fund
      representatives in connection with presentations to prospective purchasers
      of the Securities; (ix) the fees and expenses of the Fund's accountants
      and the fees and expenses of counsel (including local and special counsel)
      for the Fund; (x) all other costs and expenses incident to the performance
      by the Fund of its obligations hereunder; and (xi) an amount equal to
      $.005 per Common Share for each Common Share sold pursuant to this
      Agreement, payable no later than 45 days from the date of this Agreement
      to the Underwriters in partial reimbursement of their expenses in
      connection with the offering. To the extent that the foregoing costs and
      expenses incidental to the performance of the obligations of the Fund
      under this Agreement exceed $0.03 per Common Share, the Adviser will pay
      all such costs and expenses. The Underwriters agree to reimburse the
      Adviser for certain agreed-upon expenses reasonably incurred by the
      Adviser in connection with presentations to prospective purchasers of the
      Securities to the extent such expenses do not exceed $_____ in the
      aggregate. The Adviser shall send an invoice for any such expenses to
      Citigroup Global Markets Inc. no later than 45 days from the Closing Date,
      which invoice shall reasonably itemize the expenses and the date and
      location they were incurred.

            (i) The Fund will direct the investment of the net proceeds of the
      offering of the Securities in such a manner as to comply with the
      investment objectives, policies and restrictions of the Fund as described
      in the Prospectus.

            (j) The Fund will comply with the requirements of Subchapter M of
      the Code to qualify as a regulated investment company under the Code.

            (k) The Fund and the Adviser will use their reasonable best efforts
      to perform all of the agreements required of them by this Agreement and
      discharge all conditions of theirs to closing as set forth in this
      Agreement.

            7. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwritten Securities and the
Option Securities, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Fund and the Adviser contained
herein as of the Execution Time, the Closing Date and any settlement

<PAGE>

                                                                              15

date pursuant to Section 4 hereof, to the accuracy of the statements of the Fund
made in any certificates pursuant to the provisions hereof, to the performance
by the Fund or the Adviser of its obligations hereunder and to the following
additional conditions:

            (a) If the Registration Statement has not become effective prior to
      the Execution Time, unless the Representatives agree in writing to a later
      time, the Registration Statement will become effective not later than (i)
      6:00 PM New York City time on the date of determination of the public
      offering price, if such determination occurred at or prior to 3:00 PM New
      York City time on such date or (ii) 9:30 AM on the Business Day following
      the day on which the public offering price was determined, if such
      determination occurred after 3:00 PM New York City time on such date; if
      filing of the Prospectus, or any supplement thereto, is required pursuant
      to Rule 497, the Prospectus, and any such supplement, will be filed in the
      manner and within the time period required by Rule 497; and no stop order
      suspending the effectiveness of the Registration Statement or order
      pursuant to Section 8(e) of the 1940 Act shall have been issued and no
      proceedings for that purpose shall have been instituted or threatened.

            (b) You shall have received on the Closing Date an opinion of
      Vedder, Price, Kaufman & Kammholz, special counsel for the Fund, dated the
      Closing Date and addressed to the Representatives, in substantially the
      form attached as Exhibit A, which opinion may rely as to matters of
      Delaware law on the opinion of Morris, Nichols, Arsht & Tunnell, special
      Delaware counsel for the Fund, dated the Closing Date and addressed to the
      Representatives, in substantially the form attached as Exhibit B. The
      opinion of Morris, Nichols, Arsht & Tunnell shall state that Simpson
      Thacher & Bartlett LLP, counsel for the Underwriters, may rely on such
      opinion as to matters of Delaware law for the purposes of rendering its
      opinion referenced in Section 7(d).

            (c) You shall have received on the Closing Date an opinion of
      Vedder, Price, Kaufman & Kammholz, special counsel for the Adviser, dated
      the Closing Date and addressed to the Representatives, in substantially
      the form attached as Exhibit C.

            (d) The Representatives shall have received from Simpson Thacher &
      Bartlett LLP, counsel for the Underwriters, such opinion or opinions,
      dated the Closing Date and addressed to the Representatives, with respect
      to the issuance and sale of the Securities, the Registration Statement,
      the Prospectus (together with any supplement thereto) and other related
      matters as the Representatives may reasonably require, and the Fund and
      the Adviser shall have furnished to such counsel such documents as they
      request for the purpose of enabling them to pass upon such matters.

            (e) Each of the Fund and the Adviser shall have furnished to the
      Representatives a certificate, signed by the president, any managing
      director or any vice president and of the controller, treasurer or
      assistant treasurer of each of the Fund and the Adviser, dated the Closing
      Date, to the effect that the signers of such certificates have carefully
      examined the Registration Statement, the Prospectus, any supplements to
      the Prospectus and this Agreement and that:

<PAGE>

                                                                              16

                  (i) The representations and warranties of the Fund or the
            Adviser, as the case may be, in this Agreement are true and correct
            on and as of the Closing Date with the same effect as if made on the
            Closing Date and the Fund or the Adviser, as the case may be, have
            complied with all the agreements and satisfied all the conditions on
            its part to be performed or satisfied at or prior to the Closing
            Date;

                  (ii) No stop order suspending the effectiveness of the
            Registration Statement has been issued and no proceedings for that
            purpose have been instituted or, to the Fund's or the Adviser's
            knowledge, as the case may be, threatened; and

                  (iii) Since the date of the most recent financial statements
            included or incorporated by reference in the Prospectus (exclusive
            of any supplement thereto) (with respect to the Fund), and since the
            date of the Prospectus (exclusive of any supplement thereto) (with
            respect to the Adviser), there has been no material adverse effect
            on the condition (financial or otherwise), prospects, earnings,
            business or properties of the Fund or the Adviser, as the case may
            be, whether or not arising from transactions in the ordinary course
            of business, except as set forth in or contemplated in the
            Prospectus (exclusive of any supplement thereto).

            (f) The Fund shall have requested and caused Deloitte & Touche LLP
      to have furnished to the Representatives, at the Execution Time and at the
      Closing Date, letters, dated respectively as of the Execution Time and as
      of the Closing Date, in form and substance heretofore approved by the
      Representatives.

            (g) Subsequent to the Execution Time or, if earlier, the dates as of
      which information is given in the Registration Statement (exclusive of any
      amendment thereof) and the Prospectus (exclusive of any supplement
      thereto), there shall not have been (i) any material change specified in
      the letter referred to in paragraph (f) of this Section 7 delivered on the
      Closing Date from the letter delivered at the Execution Time or (ii) any
      change, or any development involving a prospective change, in or affecting
      the condition (financial or otherwise), earnings, business or properties
      of the Fund and the Adviser, whether or not arising from transactions in
      the ordinary course of business, except as set forth in or contemplated in
      the Prospectus (exclusive of any supplement thereto) the effect of which,
      in any case referred to in clause (i) or (ii) above, is, in the sole
      judgment of the Representatives, so material and adverse as to make it
      impractical or inadvisable to proceed with the offering or delivery of the
      Securities as contemplated by the Registration Statement (exclusive of any
      amendment thereof) and the Prospectus (exclusive of any supplement
      thereto).

            (h) The Securities shall have been listed and admitted and
      authorized for trading on the NYSE, and satisfactory evidence of such
      actions shall have been provided to the Representatives.

            (i) Prior to the Closing Date, the Fund and the Adviser shall have
      furnished to the Representatives such further information, certificates
      and documents as the Representatives may reasonably request.

<PAGE>

                                                                              17

            If any of the conditions specified in this Section 7 shall not have
been fulfilled when and as provided in this Agreement, or if any of the opinions
and certificates mentioned above or elsewhere in this Agreement shall not be
reasonably satisfactory in form and substance to the Representatives and counsel
for the Underwriters, this Agreement and all obligations of the Underwriters
hereunder may be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Fund in
writing or by telephone or facsimile confirmed in writing.

            The documents required to be delivered by this Section 7 shall be
delivered at the office of Simpson Thacher & Bartlett LLP, counsel for the
Underwriters, at 425 Lexington Avenue, New York, New York, 10017, on the Closing
Date.

            8. Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 7 hereof is not satisfied,
because of any termination pursuant to Section 11 hereof or because of any
refusal, inability or failure on the part of the Fund or the Adviser to perform
any agreement herein or comply with any provision hereof other than by reason of
a default by any of the Underwriters, the Adviser will reimburse the
Underwriters severally through Citigroup Global Markets Inc. on demand for all
reasonable out-of-pocket expenses (including reasonable fees and disbursements
of counsel) that shall have been incurred by them in connection with the
proposed purchase and sale of the Securities.

            9. Indemnification and Contribution. (a) The Fund and the Adviser,
jointly and severally, agree to indemnify and hold harmless each of you and each
other Underwriter, the directors, officers, employees and agents of each
Underwriter and each person who controls any Underwriter within the meaning of
either the Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several (including reasonable costs of investigation),
to which they or any of them may become subject under the Act, the Exchange Act
or other Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the registration statement for
the Securities as originally filed or in any amendment thereof (and including
any post-effective amendment, any Rule 462(b) Registration Statement and any
Rule 430A Information deemed to be included or incorporated therein), or in the
Prospectus, any Preliminary Prospectus, any sales material (or any amendment or
supplement to any of the foregoing), or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Fund and Adviser will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Fund or Adviser by or on behalf of any Underwriter
through the Representatives specifically for inclusion therein. This indemnity
agreement will be in addition to any liability which the Fund and Adviser may
otherwise have.

<PAGE>

                                                                              18

            (b) Each Underwriter severally and not jointly agrees to indemnify
and hold harmless each of the Fund and the Adviser, each of their directors,
trustees, each officer who signs the Registration Statement, and each person who
controls the Fund or the Adviser within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Fund and
the Adviser to each Underwriter, but only with reference to written information
relating to such Underwriter furnished to the Fund or the Adviser by or on
behalf of such Underwriter through the Representatives specifically for
inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any Underwriter
may otherwise have. The Fund and the Adviser acknowledge that the statements set
forth in the last paragraph of the cover page regarding delivery of the
Securities and, under the heading "Underwriting", (i) the list of Underwriters
and their respective participation in the sale of the Securities, (ii) the
sentences related to concessions and reallowances, (iii) the paragraphs related
to stabilization, syndicate covering transactions and penalty bids and (iv) the
paragraph related to prospectuses in electronic format in any Preliminary
Prospectus and the Prospectus constitute the only information furnished in
writing by or on behalf of the several Underwriters for inclusion in any
Preliminary Prospectus or the Prospectus.

            (c) Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 9, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party.

            (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 9 is unavailable to or insufficient to hold harmless an
indemnified party for any reason,

<PAGE>

                                                                              19

the Fund, the Adviser and the Underwriters severally agree to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending same)
(collectively "Losses") to which the Fund, the Adviser and one or more of the
Underwriters may be subject in such proportion as is appropriate to reflect the
relative benefits received by the Fund and the Adviser on the one hand (treated
jointly for this purpose as one person) and by the Underwriters on the other
from the offering of the Securities; provided, however, that in no case shall
any Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the Securities) be responsible for any amount in
excess of the underwriting discount or commission applicable to the Securities
purchased by such Underwriter hereunder. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Fund, the
Adviser and the Underwriters severally shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Fund and the Adviser on the one hand (treated jointly for this
purpose as one person) and of the Underwriters on the other in connection with
the statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Fund and the Adviser
(treated jointly for this purpose as one person) shall be deemed to be equal to
the total net proceeds from the offering (before deducting expenses) received by
it, and benefits received by the Underwriters shall be deemed to be equal to the
total underwriting discounts and commissions, in each case as set forth on the
cover page of the Prospectus. Relative fault shall be determined by reference
to, among other things, whether any untrue or any alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information provided by the Fund and the Adviser on the one hand
(treated jointly for this purpose as one person) or the Underwriters on the
other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The Fund, the Adviser and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 9 were determined by
pro rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 9, each person who controls an
Underwriter within the meaning of either the Act or the Exchange Act and each
director, officer, employee and agent of an Underwriter shall have the same
rights to contribution as such Underwriter, and each person who controls the
Fund or the Adviser within the meaning of either the Act or the Exchange Act,
each officer of the Fund and the Adviser who shall have signed the Registration
Statement and each director of the Fund and the Adviser shall have the same
rights to contribution as the Fund and the Adviser, subject in each case to the
applicable terms and conditions of this paragraph (d).

            (e) No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability from claimants on claims that are the
subject matter of such action, suit or proceeding.

<PAGE>

                                                                              20

            (f) Any losses, claims, damages, liabilities or expenses for which
an indemnified party is entitled to indemnification or contribution under this
Section 9 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 9 and the
representations and warranties of the Fund and the Adviser set forth in this
Agreement shall remain operative and in full force and effect, regardless of (i)
any investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter, the Fund, the Adviser or their shareholders,
trustees, directors, managers, members or officers or any person controlling the
Fund or the Adviser (control to be determined within the meaning of the Act or
the Exchange Act), (ii) acceptance of any Securities and payment therefor
hereunder and (iii) any termination of this Agreement. A successor to any
Underwriter or to the Fund, the Adviser or their shareholders, trustees,
directors, managers, members or officers or any person controlling any
Underwriter, the Fund or the Adviser shall be entitled to the benefits of the
indemnity, contribution and reimbursement agreements contained in this
Section 9.

            10. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule I hereto bears to the aggregate amount of
Securities set forth opposite the names of all the remaining Underwriters or in
such other proportion as you may specify in accordance with the Citigroup Global
Markets Inc. Master Agreement Among Underwriters) the Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase; provided,
however, that in the event that the aggregate amount of Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase shall
exceed 10% of the aggregate amount of Securities set forth in Schedule I hereto,
the remaining Underwriters shall have the right to purchase all, but shall not
be under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter, the Fund or
the Adviser. In the event of a default by any Underwriter as set forth in this
Section 10, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the Representatives shall determine in order that the
required changes in the Registration Statement and the Prospectus or in any
other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Fund and any nondefaulting Underwriter for damages occasioned by its default
hereunder.

            11. Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representatives, without liability on the part of
the Underwriters to the Fund or the Adviser, by notice given to the Fund or the
Adviser prior to delivery of and payment for the Securities, if at any time
prior to such time (i) trading in the Fund's Common Shares shall have been
suspended by the Commission or the NYSE or trading in securities generally on
the NYSE shall have been suspended or limited or minimum prices shall have been
established on the NYSE, (ii) a banking moratorium shall have been declared
either by Federal or New York State authorities or (iii) there shall have
occurred any outbreak or escalation of hostilities, declaration by the United
States of a national emergency or war, or other calamity or crisis the effect of
which on financial markets is such as to make it, in the sole judgment of the
Representatives,

<PAGE>

                                                                              21

impractical or inadvisable to proceed with the offering or delivery of the
Securities as contemplated by the Prospectus (exclusive of any supplement
thereto).

            12. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Fund and the Adviser or their officers and of the Underwriters set forth in or
made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter or the Fund or the
Adviser or any of the officers, trustees, directors, employees, agents or
controlling persons referred to in Section 9 hereof, and will survive delivery
of and payment for the Securities. The provisions of Sections 8 and 9 hereof
shall survive the termination or cancellation of this Agreement.

            13. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to the Citigroup Global Markets Inc. General Counsel (fax
no.: (212) 816-7912) and confirmed to the General Counsel, Citigroup Global
Markets Inc., at 388 Greenwich Street, New York, New York, 10013, Attention:
General Counsel; or, if sent to the Fund or the Adviser, will be mailed,
delivered or telefaxed to: c/o Calamos Advisors LLC at 2020 Calamos Court,
Naperville, Illinois 60563, Attention: General Counsel, (fax no.: (630)
245-6343).

            14. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, trustees, directors, employees, agents and controlling persons
referred to in Section 9 hereof, and no other person will have any right or
obligation hereunder.

            15. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.

            16. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

            17. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

            18. No fiduciary duty. The Fund and Adviser hereby acknowledge that
(a) the Underwriters are each acting as principal and not as an agent or
fiduciary of the Fund or Adviser and (b) their engagement of the Underwriters in
connection with the offering of the Securities is as independent contractors and
not in any other capacity. Furthermore, each of the Fund and the Adviser agrees
that it is solely responsible for making its own judgments in connection with
the offering of the Securities (irrespective of whether any of the Underwriters
has advised or is currently advising the Fund or the Adviser on related or other
matters).

            19. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

            "1940 Act" shall mean the Investment Company Act of 1940, as
      amended.

<PAGE>

                                                                              22

            "1940 Act Rules and Regulations" shall mean the rules and
      regulations of the Commission under the 1940 Act.

            "1940 Act Notification" shall mean a notification of registration of
      the Fund as an investment company under the 1940 Act on Form N-8A, as the
      1940 Act Notification may be amended from time to time.

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

            "Act Rules and Regulations" shall mean the rules and regulations of
      the Commission under the Act.

            "Advisers Act" shall mean the Investment Advisers Act of 1940, as
      amended.

            "Advisers Act Rules and Regulations" shall mean the rules and
      regulations of the Commission under the Advisers Act.

            "Business Day" shall mean any day other than a Saturday, a Sunday or
      a legal holiday or a day on which banking institutions or trust companies
      are authorized or obligated by law to close in New York City.

            "Commission" shall mean the Securities and Exchange Commission.

            "Effective Date" shall mean each date and time that the Registration
      Statement, any post-effective amendment or amendments thereto and any Rule
      462(b) Registration Statement became or become effective.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
      amended, and the rules and regulations of the Commission promulgated
      thereunder.

            "Execution Time" shall mean the date and time that this Agreement is
      executed and delivered by the parties hereto.

            "Preliminary Prospectus" shall mean the preliminary prospectus
      (including the statement of additional information incorporated by
      reference therein) dated September 28, 2005 and any preliminary prospectus
      (including the statement of additional information incorporated by
      reference therein) included in the Registration Statement at the Effective
      Date that omits Rule 430A Information.

            "Prospectus" shall mean the prospectus (including the statement of
      additional information incorporated by reference therein) relating to the
      Securities that is first filed pursuant to Rule 497 after the Execution
      Time or, if no filing pursuant to Rule 497 is required, shall mean the
      form of final prospectus (including the statement of additional
      information incorporated by reference therein) relating to the Securities
      included in the Registration Statement at the Effective Date.

            "Registration Statement" shall mean the registration statement
      referred to in paragraph 1(a) above, including exhibits and financial
      statements, as amended at the

<PAGE>

                                                                              23

      Execution Time (or, if not effective at the Execution Time, in the form in
      which it shall become effective) and, in the event any post-effective
      amendment thereto or any Rule 462(b) Registration Statement becomes
      effective prior to the Closing Date, shall also mean such registration
      statement as so amended or such Rule 462(b) Registration Statement, as the
      case may be. Such term shall include any Rule 430A Information deemed to
      be included therein at the Effective Date as provided by Rule 430A.

            "Rule 430A" and "Rule 462" refer to such rules under the Act.

            "Rule 430A Information" shall mean information with respect to the
      Securities and the offering thereof permitted to be omitted from the
      Registration Statement when it becomes effective pursuant to Rule 430A.

            "Rule 462(b) Registration Statement" shall mean a registration
      statement and any amendments thereto filed pursuant to Rule 462(b)
      relating to the offering covered by the registration statement referred to
      in Section 1(a) hereof.

            "Rule 497" refers to Rule 497(c) or 497(h) under the Act, as
      applicable.

            "Rules and Regulations" shall mean, collectively, the Act Rules and
      Regulations and the 1940 Act Rules and Regulations.

<PAGE>

                                                                              24

            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Fund, the Adviser and the several Underwriters.

                                       Very truly yours,

                                       CALAMOS GLOBAL TOTAL RETURN FUND

                                       By:______________________________________
                                          Name:
                                          Title:

                                       CALAMOS ADVISORS LLC

                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>

                                                                              25

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

Citigroup Global Markets Inc.

   By:______________________________________
       Name:
       Title:

For itself and the other
several Underwriters named in
Schedule I to the foregoing
Agreement.

<PAGE>

                                   SCHEDULE I

<TABLE>
<CAPTION>
                                NUMBER OF UNDERWRITTEN
       UNDERWRITERS            SECURITIES TO BE PURCHASED
- -----------------------------  --------------------------
<S>                            <C>
Citigroup Global Markets Inc.

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

Total........................
</TABLE>

<PAGE>

                                                                       EXHIBIT A

        Opinions of Vedder, Price, Kaufman & Kammholz Regarding the Fund

      1. The Fund has been duly formed and is validly existing in good standing
as a statutory trust under the Delaware Act. The Fund has the statutory trust
power and authority to own property and conduct its business as described in the
Prospectus;

      2. Under the Delaware Act and the Declaration, the execution and delivery
of the Underwriting Agreement and each of the Fund Agreements by the Fund, and
the performance by the Fund of its obligations thereunder, have been duly
authorized by all requisite statutory trust action on the part of the Fund; the
Underwriting Agreement and each of the Fund Agreements have been duly executed
and delivered by the Fund; each of the Fund Agreements constitute the valid and
binding agreement of the Fund enforceable against the Fund in accordance with
its terms; and the Underwriting Agreement and each of the Fund Agreements comply
in all material respects with all applicable provisions of the 1940 Act and the
1940 Act Rules and Regulations and the Advisers Act and the Advisers Act Rules
and Regulations;

      3. To our knowledge, based solely on the Officers' Certificate (as that
term is defined in the opinion of Morris, Nichols, Arsht and Tunnell), the
14,000 common shares of beneficial interest in the Fund purchased by the Adviser
pursuant to the Subscription Agreement between the Fund and the Adviser dated
______, 2005 (the "Investment Adviser Shares") are the only common shares of
beneficial interest in the Fund currently issued and outstanding other than any
Shares issued and sold pursuant to the Underwriting Agreement. The Investment
Adviser Shares have been duly authorized for issuance by the Fund, are validly
issued and, subject to the qualifications below, fully paid and non-assessable
beneficial interests in the Fund. The holder of the Investment Adviser Shares
will be, subject to the terms of the Declaration, entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware; provided, however, that we express no opinion with respect to the
liability of any holder of the Investment Adviser Shares who is, was or may
become a named Trustee of the Fund;

      4. The Shares have been duly authorized for issuance by the Fund and, when
issued and delivered against payment therefor in accordance with the terms,
conditions, requirements and procedures set forth in the Underwriting Agreement,
will be validly issued and, subject to the qualifications below, fully paid and
non-assessable beneficial interests in the Fund. The holders of Shares will be,
subject to the terms of the Declaration, entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware; provided,
however, that we express no opinion with respect to the liability of any holder
of Shares who is, was or may become a named Trustee of the Fund;

      5. Under the Declaration and the Delaware Act, the issuance of the Shares
is not subject to preemptive rights;

      6. The form of certificate evidencing the Shares complies in all material
respects with all applicable requirements of the Delaware Act and the NYSE;

                                       A-1
<PAGE>

      7. The execution and delivery by the Fund of the Underwriting Agreement
and the Fund Agreements, the consummation by the Fund of the transactions
contemplated by the Underwriting Agreement and the Fund Agreements, the
performance by the Fund of its obligations thereunder, the issuance and sale by
the Fund of the Shares and the adoption of the Terms and Conditions of the
Automatic Dividend Reinvestment Plan of the Fund ("Automatic Dividend
Reinvestment Plan") will not violate (i) the Certificate or the Declaration or
(ii) any applicable Delaware law or administrative regulation;

      8. None of the issuance and sale of the Shares by the Fund pursuant to the
Underwriting Agreement, the execution and delivery of the Underwriting Agreement
or any of the Fund Agreements by the Fund, or the performance by the Fund of its
agreements under the Underwriting Agreement or any of the Fund Agreements or the
adoption of the Automatic Dividend Reinvestment Plan (A) requires any consent,
approval, authorization or other order of or registration or filing with, the
Commission, the National Association of Securities Dealers, Inc., or any
national securities exchange, or governmental body or agency of the United
States of America, or State of Illinois or State of Delaware or, based solely on
a review of our litigation docket and based solely on the Docket Search (as that
term is defined in the opinion of Morris, Nichols, Arsht & Tunnell), an order of
any court or arbitrator of the United States of America or State of Illinois or
any Delaware Court (as that term is defined in the opinion of Morris, Nichols,
Arsht & Tunnell) (except (1) the absence of which, either individually or in the
aggregate, would not have a material adverse effect on the Fund or the offering
of the Shares as contemplated in the Underwriting Agreement; (2) such as may
have been obtained prior to the date hereof; and (3) such as may be required for
compliance with state securities or blue sky laws of various jurisdictions) or
(B) violates or will violate or constitutes or will constitute a breach of any
of the provisions of the Organizational Documents of the Fund or (C) violates or
will violate or constitutes or will constitute a breach of, or a default under,
any material agreement, indenture, lease or other instrument known to us to
which the Fund is party or by which it or any of its properties may be bound, or
violates any existing material United States of America or State of Illinois
statute, law or regulation (assuming compliance with all applicable state
securities and blue sky laws, and except that, in the published opinion of the
Commission, the indemnification provisions in the Underwriting Agreement and the
Fund Agreements, insofar as they relate to indemnification for liabilities
arising under the 1933 Act, are against public policy as expressed in the 1933
Act and therefore unenforceable), or violates any judgment, injunction, order or
decree known to us to be applicable to the Fund or any of its properties, or
will result in the creation or imposition of any material lien, charge or
encumbrance upon any property or assets of the Fund pursuant to the terms of any
agreement or instrument known to us to which the Fund is a party or by which any
of its property or assets is bound. To the best of our knowledge, based solely
on a review of our litigation docket, the Fund is not subject to any order of
any court or of any arbitrator, governmental authority or administrative agency
of the United States of America or the State of Illinois;

      9. Based solely on the Docket Search (as that term is defined in the
opinion of Morris, Nichols, Arsht & Tunnell), there is not any Delaware court
action, suit or proceeding pending against the Fund;

      10. The Registration Statement is effective under the 1933 Act and was
filed under the 1940 Act; any required filing of the Prospectus pursuant to Rule
497 of the 1933 Act Rules

                                       A-2
<PAGE>

and Regulations has been made within the time periods required by Rule 497; no
stop-order suspending the effectiveness of the Registration Statement or order
pursuant to Section 8(e) of the 1940 Act has been issued and to the best of our
knowledge, no proceeding for any such purpose has been instituted or is pending
or threatened in writing by the Commission;

      11. The Fund is registered under the 1940 Act as a closed-end diversified
management investment company;

      12. The description of the authorized shares of beneficial interest of the
Fund contained in the first paragraph under the caption "Description of Shares"
and under the caption "Description of Shares -- Common Shares" in the Prospectus
conforms in all material respects as to legal matters to the terms thereof
contained in the Fund's Declaration;

      13. The statements made in the Prospectus under the captions "U.S. Federal
Income Tax Matters," insofar as they constitute matters of law or legal
conclusions, have been reviewed by us and constitute accurate statements of any
such matters of law or legal conclusions;

      14. The Registration Statement and the Prospectus and each amendment or
supplement to the Registration Statement and the Prospectus as of their
respective issue dates (except the financial statements and other financial data
contained therein, as to which we express no opinion) comply as to form in all
material respects with the requirements of the 1933 Act, the 1940 Act and the
Rules and Regulations;

      15. To the best of our knowledge, there are no legal or governmental
proceedings pending or threatened in writing against the Fund, or to which the
Fund or any of its properties is subject, that are required to be described in
the Registration Statement or the Prospectus, but are not described therein as
required;

      16. To the best of our knowledge, there are no material agreements,
contracts, indentures, leases or other instruments that are required to be
described in the Registration Statement or the Prospectus, or to be filed as an
exhibit to the Registration Statement that are not described or filed as
required by the 1933 Act, the 1940 Act or the Rules and Regulations; and

      17. The Shares are duly authorized for listing, subject to official notice
of issuance, on the NYSE and the Fund's registration statement on Form 8-A under
the 1934 Act is effective.

      We have participated in conferences with officers and employees of the
Fund, Adviser, representatives of the independent auditors for the Fund, special
Delaware counsel to the Fund, the Underwriters and counsel for the Underwriters
at which the contents of the Registration Statement and the Prospectus and
related matters were discussed and, although we are not passing upon, and do not
assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus, except to
the limited extent otherwise covered by paragraphs 12 and 13 hereof and have
made no independent check or verification thereof, on the basis of the
foregoing, no facts have come to our attention that would have led us to believe
that (a) the Registration Statement (except for the financial statements and
other financial and statistical data included therein, as to which we express no
comment), at the time it became effective, contained any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the

                                       A-3
<PAGE>

statements therein not misleading, (b) the Prospectus, as of its date and as of
the Closing Date, contained or contains an untrue statement of a material fact
or omitted or omits to state a material fact necessary to make the statements
contained therein, in the light of the circumstances under which they were made,
not misleading, or (c) the 1940 Act Notification as of March 31, 2004 contained
any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, except that in each case we express no belief with
respect to the financial statements, schedules and other financial information
and statistical data included therein or excluded therefrom or the exhibits to
the Registration Statement.

                                       A-4
<PAGE>

                                                                       EXHIBIT B

         Opinions of Morris, Nichols, Arsht & Tunnell Regarding the Fund

      1. The Fund has been duly formed and is validly existing in good standing
as a statutory trust under the Delaware Act. The Fund has the statutory trust
power and authority to own property and conduct its business as described in the
Prospectus.

      2. Under the Delaware Act and the Governing Instrument, the execution and
delivery of the Underwriting Agreement and each of the Fund Agreements by the
Fund, and the performance by the Fund of its obligations thereunder, have been
duly authorized by all requisite statutory trust action on the part of the Fund.

      3. To our knowledge, based solely on the Officers' Certificate, the
Investment Advisor Shares are the only Shares currently issued and outstanding
other than any Common Shares issued and sold pursuant to the Underwriting
Agreement. The Investment Advisor Shares have been duly authorized for issuance
by the Fund, are validly issued and, subject to the qualifications below, fully
paid and non-assessable beneficial interests in the Series. The holder of the
Investment Advisor Shares will be, subject to the terms of the Governing
Instrument, entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware; provided, however, that we express no
opinion with respect to the liability of any holder of the Investment Advisor
Shares who is, was or may become a named Trustee of the Fund.

      4. The Common Shares have been duly authorized for issuance by the Fund
and, when issued and delivered against payment therefor in accordance with the
terms, conditions, requirements and procedures set forth in the Underwriting
Agreement, will be validly issued and, subject to the qualifications below,
fully paid and non-assessable beneficial interests in the Series. The holders of
Common Shares will be, subject to the terms of the Governing Instrument,
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware; provided, however, that we express no opinion with
respect to the liability of any holder of Common Shares who is, was or may
become a named Trustee of the Fund.

      5. Under the Governing Instrument and the Delaware Act, the issuance of
the Common Shares is not subject to preemptive rights.

      6. The form of Common Shares Certificate complies with all applicable
requirements of the Delaware Act.

      7. No authorization, approval, consent or order of any governmental
authority or agency of the State of Delaware or, based solely on the Docket
Search, an order of any Delaware Court, is required to be obtained by the Fund
solely as a result of the issuance and sale of the Common Shares, the
consummation by the Fund of the transactions contemplated by the

                                       B-1
<PAGE>

Underwriting Agreement and the Fund Agreements or the performance by the Fund of
its obligations thereunder, or the adoption of the Automatic Dividend
Reinvestment Plan.

      8. The execution and delivery by the Fund of the Underwriting Agreement
and the Fund Agreements, the consummation by the Fund of the transactions
contemplated by the Underwriting Agreement and the Fund Agreements, the
performance by the Fund of its obligations thereunder, the issuance and sale by
the Fund of the Common Shares and the adoption of the Automatic Dividend
Reinvestment Plan will not violate (i) the Certificate or the Governing
Instrument or (ii) any applicable Delaware law or administrative regulation.

      9. Based solely on the Docket Search, there is not in any Delaware Court
any action, suit or proceeding pending against the Fund.

      With respect to the opinions expressed in paragraphs 3 and 4 above, we
note that, pursuant to Section 2 of Article VIII of the Governing Instrument,
the Trustees have the power to cause each Shareholder, or each Shareholder of
any particular Series, to pay directly, in advance or arrears, for charges of
the Fund's custodian or transfer, shareholder servicing or similar agent, an
amount fixed from time to time by the Trustees, by setting off such charges due
from such Shareholder from declared but unpaid dividends owed such Shareholder
and/or by reducing the number of Shares in the account of such Shareholder by
that number of full and/or fractional Shares which represents the outstanding
amount of such charges due from such Shareholder.

                                       B-2
<PAGE>

                                                                       EXHIBIT C

       Opinions of Vedder, Price, Kaufman & Kammholz Regarding the Adviser

      1. The Adviser has been duly formed and is validly existing and in good
standing as a limited liability company under the Delaware Limited Liability
Company Act.

      2. The Adviser has the limited liability company power and authority to
own, lease and operate its properties and to conduct its business as described
in the Prospectus and to enter into and perform its obligations under the
Underwriting Agreement, the Management Agreement, the Accounting Agreement and
the Fee Agreements.

      3. The Adviser is registered with the Commission as an investment adviser
under the Advisers Act and is not prohibited by the Advisers Act, the Advisers
Act Rules and Regulations, the 1940 Act or the 1940 Act Rules and Regulations
from acting under the Management Agreement, the Accounting Agreement or the Fee
Agreements as contemplated by the Prospectus.

      4. The Underwriting Agreement, the Management Agreement, the Accounting
Agreement and the Fee Agreements have been duly authorized by all requisite
limited liability company action on the part of the Adviser, have each been duly
executed and delivered on behalf of the Adviser, and each of the Management
Agreement, the Accounting Agreement and the Fee Agreements constitutes a valid
and binding obligation of the Adviser, enforceable against the Adviser in
accordance with its terms.

      5. To the best of our knowledge, based solely on a review of our
litigation docket, there is not pending or threatened in writing any action,
suit, proceeding, inquiry or investigation, to which the Adviser is a party, or
to which the property of the Adviser is subject, before or brought by any court
or governmental agency or body, which might reasonably be expected to (i) result
in any material adverse change in the condition, financial or otherwise,
earnings, business affairs or business prospects of the Adviser, (ii) materially
and adversely affect the properties or assets of the Adviser or (iii) materially
impair or adversely affect the ability of the Adviser to function as an
investment adviser or perform its obligations under the Management Agreement,
the Accounting Agreement and the Fee Agreements, or which is required to be
disclosed in the Registration Statement or the Prospectus.

      6. No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental authority or
agency of the United States of America or the State of Delaware solely with
respect to the Delaware Limited Liability Company Act (other than (i) under the
1933 Act, the 1940 Act and the Rules and Regulations; (ii) such as have been
obtained; and (iii) as may be required under the securities or blue sky laws of
the various states, as to each of which we express no opinion) is necessary or
required in connection with the performance by the Adviser of its

                                       C-1
<PAGE>

obligations under the Underwriting Agreement, the Management Agreement, the
Accounting Agreement and the Fee Agreements.

      7. The execution and delivery of the Underwriting Agreement, the
Management Agreement, the Accounting Agreement and the Fee Agreements by the
Adviser, and performance by the Adviser of its obligations thereunder do not and
will not, whether with or without the giving of notice or lapse of time or both:
(A) result in the creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Adviser, or (B) violate or constitute a breach of,
or default under any material contract, indenture, mortgage, deed of trust, loan
or credit agreement, note, lease or any other material agreement or instrument
known to us and to which the Adviser is a party or by which it may be bound, or
to which any of the property or assets of the Adviser is subject, or (C) violate
any applicable federal or State of Illinois law, statute, rule, or regulation or
the Delaware Limited Liability Company Act, or any judgment, order, writ or
decree, known to us, of any governmental authority or administrative agency of
the United States of America or the State of Illinois or under the Delaware
Limited Liability Company Act (except in each case for such violations, breaches
or defaults or liens, charges or encumbrances that would not have a material
adverse effect on the ability of the Adviser to perform its obligations under
the Underwriting Agreement, the Management Agreement, the Accounting Agreement
and the Fee Agreements) nor will such action result in any violation of the
provisions of the Organizational Documents of the Adviser.

                                       C-2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.H.2
<SEQUENCE>6
<FILENAME>c97003a3exv99whw2.txt
<DESCRIPTION>FORM OF STANDARD DEALER AGREEMENT
<TEXT>
<PAGE>
                                                                     Exhibit H.2

                        MASTER SELECTED DEALER AGREEMENT

                                                                    July 1, 1999

Ladies and Gentlemen:

     In connection with registered public offerings of securities for which we
are acting as manager or co-manager of an underwriting syndicate or unregistered
offerings of securities for which we are acting as manager or co-manager of the
initial purchasers, you may be offered the right as a selected dealer to
purchase as principal a portion of such securities. This will confirm our mutual
agreement as to the general terms and conditions applicable to your
participation in any such selected dealer group.

     1. APPLICABILITY OF THIS AGREEMENT. The terms and conditions of this
Agreement shall be applicable to any offering of securities ("Securities"),
whether pursuant to a registration statement filed under the Securities Act of
1933, as amended (the "Securities Act"), or exempt from registration thereunder,
in respect of which Salomon Smith Barney Inc. (acting for its own account or for
the account of any underwriting or similar group or syndicate) is responsible
for managing or otherwise implementing the sale of the Securities to selected
dealers ("Selected Dealers") and has expressly informed you that such terms and
conditions shall be applicable. Any such offering of Securities to you as a
Selected Dealer is hereinafter called an "Offering". In the case of any Offering
where we are acting for the account of any underwriting or similar group or
syndicate ("Underwriters"), the terms and conditions of this Agreement shall be
for the benefit of, and binding upon, such Underwriters, including, in the case
of any Offering where we are acting with others as representatives of
Underwriters, such other representatives.

     2. CONDITIONS OF OFFERING; ACCEPTANCE AND PURCHASES. Any Offering will be
subject to delivery of the Securities and their acceptance by us and any other
Underwriters, may be subject to the approval of all legal matters by counsel and
the satisfaction of other conditions, and may be made on the basis of
reservation of Securities or an allotment against subscription. We will advise
you by telecopy, telex or other form of written communication ("Written
Communication", which term, in the case of any Offering described in Section
3(a) or 3(b) hereof, may include a prospectus or offering circular) of the
particular method and supplementary terms and conditions (including, without
limitation, the information as to prices and the offering date referred to in
Section 3(c) hereof) of any Offering in which you are invited to participate. To
the extent such supplementary terms and conditions are inconsistent with any
provision herein, such terms and conditions shall supersede any such provision.
Unless otherwise indicated in any such Written Communication, acceptances and
other communications by you with respect to an Offering should be sent to the
appropriate Syndicate Department of Salomon Smith Barney Inc. We may close the
subscription books at any time in our sole discretion without notice, and we
reserve the right to reject any acceptance in whole or in part.

     Unless notified otherwise by us, Securities purchased by you shall be paid
for on such date as we shall determine, on one day's prior notice to you, by
wire transfer
<PAGE>
payable in immediately available funds to the order of Salomon Smith Barney
Inc., in an amount equal to the Public Offering Price (as hereinafter defined)
or, if we shall so advise you, at such Public Offering Price less the Concession
(as hereinafter defined). If Securities are purchased and paid for at such
Public Offering Price, such Concession will be paid after the termination of the
provisions of Section 3(c) hereof with respect to such Securities. Unless
notified otherwise by us, payment for and delivery of Securities purchased by
you shall be made through the facilities of The Depository Trust Company, if you
are a member, unless you have otherwise notified us prior to the date specified
in a Written Communication to you from us or, if you are not a member,
settlement may be made through a correspondent who is a member pursuant to
instructions which you will send to us prior to such specified date.

     3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

     (A) REGISTERED OFFERINGS. In the case of any Offering of Securities which
are registered under the Securities Act ("Registered Offering"), we will make
available to you as soon as practicable after sufficient copies are made
available to us by the issuer of the Securities such number of copies of each
preliminary prospectus and of the final prospectus relating thereto as you may
reasonably request for the purposes contemplated by the Securities Act and the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
applicable rules and regulations of the Securities and Exchange Commission
thereunder.

     You represent and warrant that you are familiar with Rule 15c2-8 under the
Exchange Act relating to the distribution of preliminary and final prospectuses
and agree that you will comply therewith. You agree to make a record of your
distribution of each preliminary prospectus and when furnished with copies of
any revised preliminary prospectus, you will promptly forward copies thereof to
each person to whom you have theretofore distributed a preliminary prospectus.

     You agree that in purchasing Securities in a Registered Offering you will
rely upon no statement whatsoever, written or oral, other than the statements in
the final prospectus delivered to you by us. You will not be authorized by the
issuer or other seller of Securities offered pursuant to a prospectus or by any
Underwriters to give any information or to make any representation not contained
in the prospectus in connection with the sale of such Securities.

     (B) OFFERINGS PURSUANT TO OFFERING CIRCULAR. In the case of any Offering of
Securities, other than a Registered Offering, which is made pursuant to an
offering circular or other document comparable to a prospectus in a Registered
Offering, we will make available to you as soon as practicable after sufficient
copies are made available to us by the issuer of the Securities such number of
copies of each preliminary offering circular and of the final offering circular
relating thereto as you may reasonably request. You agree that you will comply
with applicable Federal, state and other laws, and the applicable rules and
regulations of any regulatory body promulgated thereunder, governing the use and
distribution of offering circulars by brokers or dealers.

     You agree that in purchasing Securities pursuant to an offering circular
you will rely upon no statements whatsoever, written or oral, other than the
statements in the final offering circular delivered to you by us. You will not
be authorized by the issuer or other seller of Securities offered pursuant to an
offering circular or by any Underwriters


                                        2
<PAGE>
to give any information or to make any representation not contained in the
offering circular in connection with the sale of such Securities.

     (C) OFFER AND SALE TO THE PUBLIC. The Offering of Securities is made
subject to the conditions referred to the prospectus or offering circular
relating to the Offering and to the terms and conditions set forth in this
Agreement. With respect to any Offering of Securities, we will inform you by a
Written Communication of the public offering price, the selling concession, the
reallowance (if any) to dealers and the time when you may commence selling
Securities to the public. After such public offering has commenced, we may
change the public offering price, the selling concession and the reallowance to
dealers. The offering price, selling concession and reallowance (if any) to
dealers at any time in effect with respect to an Offering are hereinafter
referred to, respectively, as the "Public Offering Price", the "Concession" and
the "Reallowance". With respect to each Offering of Securities, until the
provisions of this Section 3(c) shall be terminated pursuant to Section 4
hereof, you agree to offer Securities to the public only at the Public Offering
Price, except that if a Reallowance is in effect, a Reallowance from the Public
Offering Price not in excess of such Reallowance may be allowed as consideration
for services rendered in distribution to dealers who are actually engaged in the
investment banking or securities business who are either members in good
standing of the NASD who agree to abide by the applicable rules of the NASD (see
Section 3(e) below) or foreign banks, dealers or institutions not eligible for
membership in the NASD who represent to you that they will promptly reoffer such
Securities at the Public Offering Price and will abide by the conditions with
respect to foreign banks, dealers and institutions set forth in Section 3(e)
hereof.

     (D) OVER-ALLOTMENT; STABILIZATION; UNSOLD ALLOTMENTS. We may, with respect
to any Offering, be authorized to over-allot in arranging sales to Selected
Dealers, to purchase and sell Securities for long or short account and to
stabilize or maintain the market price of the Securities. You agree that upon
our request at any time and from time to time prior to the termination of the
provisions of Section 3(c) hereof with respect to any Offering, you will report
to us the amount of Securities purchased by you pursuant to such Offering which
then remain unsold by you and will, upon our request at any such time, sell to
us for our account or the account of one or more Underwriters such amount of
such unsold Securities as we may designate at the Public Offering Price less an
amount to be determined by us not in excess of the Concession. If, prior to the
later of (a) the termination of the provisions of Section 3(c) hereof with
respect to any Offering, or (b) the covering by us of any short position created
by us in connection with such Offering for our account or the account of one or
more Underwriters, we purchase or contract to purchase for our account or the
account of one or more Underwriters in the open market or otherwise any
Securities purchased by you under this Agreement as part of such Offering, you
agree to pay us on demand for the account of the Underwriters an amount equal to
the Concession with respect to such Securities (unless you shall have purchased
such Securities pursuant to Section 2 hereof at the Public Offering Price and
you have not received or been credited with any Concession, in which case we
shall not be obligated to pay such Concession to you pursuant to Section 2) plus
transfer taxes and broker's commissions or dealer's mark-up, if any, paid in
connection with such purchase or contract to purchase.

     (E) NASD. You represent and warrant that you are actually engaged in the
investment banking or securities business and either are a member in good
standing of the NASD or, if you are not such a member, you are a foreign bank,
dealer or institution


                                        3
<PAGE>
not eligible for membership in the NASD which agrees to make no sales within the
United State, its territories or its possessions or to persons who are citizens
thereof or residents therein, and in making other sales to comply with the
NASD's interpretation with respect to free-riding and withholding. You further
represent, by your participation in an Offering, that you have provided to us
all documents and other information required to be filed with respect to you,
any related person or any person associated with you or any such related person
pursuant to the supplementary requirements of the NASD's interpretation with
respect to review of corporate financing as such requirements relate to such
Offering.

     You agree that, in connection with any purchase or sale of the Securities
wherein a selling concession, discount or other allowance is received or
granted, you will (a) if you are a member of the NASD, comply with all
applicable interpretive material ("IM") and Conduct Rules of the NASD,
including, without limitation, IM 2110-1 (relating to Free-Riding and
Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts
and Other Allowances) or (b) if you are a foreign bank or dealer or institution
not eligible for such membership, comply with IM 2110-1 and with Conduct Rules
2730 (relating to Securities Taken in Trade), 2740 (relating to Selling
Concessions) and 2750 (relating to Transactions With Related Persons) as though
you were such a member and Conduct Rule 2420 (relating to Dealing with
Non-Members) as it applies to a non-member broker or dealer in a foreign
country.

     You further agree that, in connection with any purchase of securities from
us that is not otherwise covered by the terms of this Agreement (whether we are
acting as manager, as member of an underwriting syndicate or a selling group or
otherwise), if a selling concession, discount or other allowance is granted to
you, clauses (a) and (b) of the preceding paragraph will be applicable.

     (F) RELATIONSHIP AMONG UNDERWRITERS AND SELECTED DEALERS. We may buy
Securities from or sell Securities to any Underwriter or Selected Dealer and,
with our consent, the Underwriters (if any) and the Selected Dealers may
purchase Securities from and sell Securities to each other at the Public
Offering Price less all or any part of the Concession. We shall have full
authority to take such action as we deem advisable in all matters pertaining to
any Offering under this Agreement. You are not authorized to act as agent for
us, any Underwriter or the issuer or other seller of any Securities in offering
Securities to the public or otherwise. Neither we nor any Underwriter shall be
under any obligation to you except for obligations assumed hereby or in any
Written Communication from us in connection with any Offering. Nothing contained
herein or in any Written Communication from us shall constitute the Selected
Dealers an association or partners with us or any Underwriter or with one
another. If the Selected Dealers, among themselves or with the Underwriters,
should be deemed to constitute a partnership for Federal income tax purposes,
then you elect to be excluded from the application of Subchapter K, Chapter 1,
Subtitle A of the Internal Revenue Code of 1986 and agree not to take any
position inconsistent with that election. You authorize us, in our discretion,
to execute and file on your behalf such evidence of that election as may be
required by the Internal Revenue Service. In connection with any Offering you
shall be liable for your proportionate amount of any tax, claim, demand or
liability that may be asserted against you alone or against one or more Selected
Dealers participating in such Offering, or against us or the Underwriters, based
upon the claim that the Selected Dealers, or any of them constitute an
association, an unincorporated business or other


                                        4
<PAGE>
entity, including, in each case, your proportionate amount of any expense
incurred in defending against any such tax, claim, demand or liability.

     (G) BLUE SKY LAWS. Upon application to us, we shall inform you as to any
advice we have received from counsel concerning the jurisdictions in which
Securities have been qualified for sale or are exempt under the securities or
blue sky laws of such jurisdictions, but we do not assume any obligation or
responsibility as to your right to sell Securities in any such jurisdiction.

     (H) COMPLIANCE WITH LAW. You agree that in selling Securities pursuant to
any Offering (which agreement shall also be for the benefit of the issuer or
other seller of such Securities), you will comply with all applicable laws,
rules and regulations, including the applicable provisions of the Securities Act
and the Exchange Act, the applicable rules and regulations of the Securities and
Exchange Commission thereunder, the applicable rules and regulations of the
NASD, the applicable rules and regulations of any securities exchange or other
regulatory authority having jurisdiction over the Offering and the applicable
laws, rules and regulations specified in Section 3(b) hereof. Without limiting
the foregoing, (a) you agree that, at all times since you were invited to
participate in an Offering of Securities, you have complied with the provisions
of Regulation M applicable to such Offering, in each case after giving effect to
any applicable exemptions and (b) you represent that your incurrence of
obligations hereunder in connection with any Offering of Securities will not
result in the violation by you of Rule 15c3-1 under the Exchange Act, if such
requirements are applicable to you.

     4. TERMINATION; SUPPLEMENTS AND AMENDMENTS. This Agreement shall continue
in full force and effect until terminated by a written instrument executed by
each of the parties hereto. This Agreement may be supplemented or amended by us
by written notice thereof to you, and any such supplement or amendment to this
Agreement shall be effective with respect to any Offering to which this
Agreement applies after the date of such supplement or amendment. Each reference
to "this Agreement" herein shall, as appropriate, be to this Agreement as so
amended and supplemented. The terms and conditions set forth in Section 3(c)
hereof with regard to any Offering will terminate at the close of business on
the 30th day after the commencement of the public offering of the Securities to
which such Offering relates, but in our discretion may be extended by us for a
further period not exceeding 30 days and in our discretion, whether or not
extended, may be terminated at any earlier time.

     5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on, and inure to
the benefit of, the parties hereto and other persons specified in Section 1
hereof, and the respective successors and assigns of each of them.

     6. GOVERNING LAW. This Agreement and the terms and conditions set forth
herein with respect to any Offering together with such supplementary terms and
conditions with respect to such Offering as may be contained in any Written
Communication from us to you in connection therewith shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

     Please confirm by signing and returning to us the enclosed copy of this
Agreement that your subscription to or your acceptance of any reservation of any
Securities pursuant to an Offering shall constitute (i) acceptance of and
agreement to the terms


                                        5
<PAGE>
and conditions of this Agreement (as supplemented and amended pursuant to
Section 4 hereof; together with and subject to any supplementary terms and
conditions contained in any Written Communication from us in connection with
such Offering, all of which shall constitute a binding agreement between you and
us, individually or as representative of any Underwriters, (ii) confirmation
that your representations and warranties set forth in Section 3 hereof are true
and correct at that time, (iii) confirmation that your agreements set forth in
Sections 2 and 3 hereof have been and will be fully performed by you to the
extent and at the times required thereby and (iv) in the case of any Offering
described in Section 3(a) or 3(b) hereof, acknowledgment that you have requested
and received from us sufficient copies of the final prospectus or offering
circular, as the case may be, with respect to such Offering in order to comply
with your undertakings in Section 3(a) or 3(b) hereof.

                                        Very truly yours,

                                        SALOMON SMITH BARNEY INC.


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

CONFIRMED:                          1999
          -------------------------

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


by:
    ------------------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------

Address:
         -------------------------------

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

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

Telephone:
           -----------------------------
Fax:
     -----------------------------------


                                        6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.H.3
<SEQUENCE>7
<FILENAME>c97003a3exv99whw3.txt
<DESCRIPTION>MASTER AGREEMENT AMONG UNDERWRITERS
<TEXT>
<PAGE>
                                                                     Exhibit H.3

                       MASTER AGREEMENT AMONG UNDERWRITERS

                            REGISTERED SEC OFFERINGS
                    (INCLUDING MULTIPLE SYNDICATE OFFERINGS),
                   STANDBY UNDERWRITINGS AND EXEMPT OFFERINGS
                 (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)

                                                                    July 1, 1999

Ladies and Gentlemen:

          From time to time SALOMON SMITH BARNEY INC. ("SALOMON SMITH BARNEY")
may invite you (and others) to participate on the terms set forth herein as an
underwriter or an initial purchaser, or in a similar capacity, in connection
with certain offerings of securities that are managed solely by us or with one
or more other co-managers. If we invite you to participate in a specific
offering and sale (an "OFFERING") to which this Master Agreement Among
Underwriters (the "SALOMON SMITH BARNEY MASTER AAU") shall apply, we will send
the information set forth below in Section 1.1 to you by one or more wires,
telexes, facsimile or electronic data transmissions or other written
communications (each a "WIRE" and collectively, an "AAU"). Each Wire will
indicate that it is a Wire pursuant to the SALOMON SMITH BARNEY MASTER AAU. The
Wire inviting you to participate in an Offering is referred to herein as the
"INVITATION WIRE". You and we hereby agree that by the terms hereof the
provisions of this SALOMON SMITH BARNEY MASTER AAU automatically shall be
incorporated by reference in each AAU, EXCEPT THAT ANY SUCH AAU MAY ALSO EXCLUDE
OR REVISE ANY PROVISION OF THIS SALOMON SMITH BARNEY MASTER AAU OR MAY CONTAIN
SUCH ADDITIONAL PROVISIONS AS MAY BE SPECIFIED IN SUCH AAU.

                                   I. GENERAL

          1.1. TERMS OF AAU; CERTAIN DEFINITIONS; CONSTRUCTION. Each AAU shall
relate to an Offering and shall identify (i) the securities to be offered in the
Offering (the "SECURITIES"), their principal terms, the issuer or issuers (each
an "ISSUER") and any guarantor (each a "GUARANTOR") thereof and, if different
from the Issuer, the seller or sellers (each a "SELLER") of the Securities, (ii)
the underwriting agreement, purchase agreement, standby underwriting agreement,
distribution agreement or similar agreement (as identified in such AAU and as
amended or supplemented, including a terms agreement or pricing agreement
pursuant to any of the foregoing, collectively, the "UNDERWRITING AGREEMENT")
providing for the purchase, on a several and not joint basis, of the Securities
by the several underwriters, initial purchasers or others acting in a similar
capacity on whose behalf the Manager (as defined below) executes the
Underwriting Agreement (including the Manager and the Co-Managers (as defined
below), the "UNDERWRITERS"), (iii) if applicable, that the Underwriting
Agreement includes an option (an "OVER-ALLOTMENT OPTION") to purchase Additional
Securities (as defined below) to cover over-allotments, if any, (iv) if
applicable, that the Offering is part of an offering that includes concurrent
offerings by two or more syndicates (an "INTERNATIONAL OFFERING"), each of which
will offer and sell Securities subject to such restrictions as shall be
specified in any Intersyndicate Agreement (as defined below) referred to in such
AAU, (v) the price at which the Securities are to be purchased by the several
Underwriters from any Issuer or Seller thereof (the "PURCHASE PRICE"), (vi) the
offering
<PAGE>
terms, including, if applicable, the price or prices at which the Securities
initially will be offered by the Underwriters (the "OFFERING PRICE"), any
selling concession to dealers (the "SELLING CONCESSION"), reallowance (the
"REALLOWANCE"), management fee, global coordinators' fee, praecipium or other
similar fees, discounts or commissions (collectively, the "FEES AND
COMMISSIONS") with respect to the Securities, (vii) the proposed pricing date
("PRICING DATE") and settlement date (the "SETTLEMENT DATE"), (viii) any
contractual restrictions on the offer and sale of the Securities pursuant to the
Underwriting Agreement, Intersyndicate Agreement or otherwise, (ix) any
co-managers for such Offering (the "CO-MANAGERS"), (x) your proposed
participation in the Offering, (xi) if applicable, the trustee, fiscal agent or
similar agent (the "TRUSTEE") for the indenture, trust agreement, fiscal agency
agreement or similar agreement (the "INDENTURE") under which such Securities
will be issued and (xii) any other principal terms of the Offering.

          The term "MANAGER" means SALOMON SMITH BARNEY. The term "UNDERWRITERS"
includes the Manager and the Co-Managers. The term "FIRM SECURITIES" means the
number or amount of Securities that the several Underwriters are initially
committed to purchase under the Underwriting Agreement (which may be expressed
as a percentage of an aggregate number or amount of Securities to be purchased
by the Underwriters as in the case of a standby Underwriting Agreement). The
term "ADDITIONAL SECURITIES" means the Securities, if any, that the several
Underwriters have an option to purchase under the Underwriting Agreement to
cover over-allotments, if any. The number, amount or percentage of Firm
Securities set forth opposite each Underwriter's name in the Underwriting
Agreement plus any additional Firm Securities that such Underwriter has become
obligated to purchase under the Underwriting Agreement or Article XI hereof is
hereinafter referred to as the "ORIGINAL PURCHASE OBLIGATION" of such
Underwriter and the ratio which such Original Purchase Obligation bears to the
total of all Firm Securities set forth in the Underwriting Agreement (or, in the
case of a standby Underwriting Agreement, to 100%) is hereinafter referred to as
the "UNDERWRITING PERCENTAGE" of such Underwriter.

          References herein to statutory sections, rules, regulations, forms and
interpretive materials shall be deemed to include any successor provisions.

          1.2. ACCEPTANCE OF AAU. You shall have accepted an AAU for an Offering
if we receive your acceptance, prior to the time specified in the Invitation
Wire for such Offering, by wire, telex, facsimile or electronic data
transmission or other written communication (any such manner of communication
being deemed "IN WRITING") (or orally, if promptly confirmed In Writing) in the
manner specified in the Invitation Wire, of our invitation to participate in the
Offering. If we receive your timely acceptance of the invitation to participate,
such AAU shall constitute a valid and binding contract between us. Your
acceptance of the Invitation Wire shall also constitute acceptance by you of the
terms of subsequent Wires to you relating to the Offering unless we receive In
Writing, within the time and in the manner specified in such subsequent Wire, a
notice from you to the effect that you do not accept the terms of such
subsequent Wire, in which case you shall be deemed to have elected not to
participate in the Offering.

          1.3. UNDERWRITERS' QUESTIONNAIRE. Your acceptance of the Invitation


                                        2
<PAGE>
Wire shall confirm that you have no exceptions to the Underwriters'
Questionnaire attached as Exhibit A hereto (or to any other questions addressed
to you in any Wires relating to the Offering previously sent to you), other than
exceptions noted by you In Writing in connection with the Offering and received
from you by us before the time specified in the Invitation Wire or any
subsequent Wire.

                             II. OFFERING MATERIALS

          2.1. REGISTERED OFFERINGS. In the case of an Offering that will be
registered in whole or in part (a "REGISTERED OFFERING") under the United States
Securities Act of 1933, as amended (the "1933 ACT"), you understand that the
Issuer has filed with the Securities and Exchange Commission (the "COMMISSION")
a registration statement including a prospectus relating to the Securities. The
term "REGISTRATION STATEMENT" means such registration statement as amended or
deemed to be amended to the effective date of the Underwriting Agreement and, in
the event that the Issuer files an abbreviated registration statement to
register additional Securities pursuant to Rule 462(b) under the 1933 Act, such
abbreviated registration statement. The term "PROSPECTUS" means the prospectus,
together with the final prospectus supplement, if any, relating to the Offering
first used to confirm sales of Securities and, in the case of a Registered
Offering that is an International Offering, the term "PROSPECTUS" shall mean,
collectively, each prospectus or offering circular, together with each final
prospectus supplement or final offering circular supplement, if any, relating to
the Offering, in the respective forms first used or made available for use to
confirm sales of Securities. The term "PRELIMINARY PROSPECTUS" means any
preliminary prospectus relating to the Offering or any preliminary prospectus
supplement together with a prospectus relating to the Offering and, in the case
of a Registered Offering that is an International Offering, the term
"PRELIMINARY PROSPECTUS" shall mean, collectively, each preliminary prospectus
or preliminary offering circular relating to the Offering or each preliminary
prospectus supplement or preliminary offering circular supplement, together with
a prospectus or offering circular, respectively, relating to the Offering. As
used herein the terms "REGISTRATION STATEMENT", "PROSPECTUS" and "PRELIMINARY
PROSPECTUS" shall include in each case the material, if any, incorporated by
reference therein. The Manager will furnish to you, or make arrangements for you
to obtain, copies of each Prospectus and Preliminary Prospectus (but excluding
for this purpose, unless otherwise required pursuant to regulations under the
1933 Act, documents incorporated therein by reference) as soon as practicable
after sufficient quantities thereof have been made available by the Issuer.

          2.2. UNREGISTERED OFFERINGS. In the case of an Offering other than a
Registered Offering, you understand that no registration statement has been
filed with the Commission. The term "OFFERING CIRCULAR" means an offering
circular or memorandum, if any, or any other written materials authorized by the
Issuer to be used in connection with an Offering that is not a Registered
Offering. The term "PRELIMINARY OFFERING CIRCULAR" means any preliminary
offering circular or memorandum, if any, or any other written preliminary
materials authorized by the Issuer to be used in connection with such an
Offering. As used herein, the terms "OFFERING CIRCULAR" and "PRELIMINARY
OFFERING CIRCULAR" shall include the material, if any, incorporated by reference
therein.


                                        3
<PAGE>
We will either, as soon as practicable after the later of the date of the
Invitation Wire or the date made available to us by the Issuer, furnish to you
(or make available for your review in our office) a copy of any Preliminary
Offering Circular or any proof or draft of the Offering Circular. In any event,
in any Offering involving an Offering Circular, the Manager will furnish to you,
or make arrangements for you to obtain, as soon as practicable after sufficient
quantities thereof are made available by the Issuer, copies of the final
Offering Circular, as amended or supplemented, if applicable (but excluding for
this purpose documents incorporated therein by reference).

                            III. MANAGER'S AUTHORITY

          3.1. AUTHORITY OF MANAGER TO DETERMINE FORM OF DOCUMENTS, TERMS OF
OFFERING, ETC. You authorize the Manager to act as lead manager of the Offering
of the Securities by the Underwriters (the "UNDERWRITERS' SECURITIES") or by the
Issuer or Seller pursuant to delayed delivery contracts (the "CONTRACT
SECURITIES"), if any, contemplated by the Underwriting Agreement. You authorize
the Manager, on your behalf, (a) to determine the form of the Underwriting
Agreement, (b) to execute and deliver the Underwriting Agreement to the Issuer,
Guarantor or Seller, (c) to determine the form of any agreement or agreements
between or among the syndicates participating in the International Offering of
which the Offering is a part (each an "INTERSYNDICATE AGREEMENT"), and (d) to
execute and deliver any such Intersyndicate Agreement. You authorize the Manager
(i) to exercise any Over-allotment Option for the purchase any of or all the
Additional Securities for the accounts of the several Underwriters pursuant to
the Underwriting Agreement, (ii) to agree, on your behalf and on behalf of the
Co-Managers, to any addition to, change in or waiver of any provision of, or the
termination of, the Underwriting Agreement or any Intersyndicate Agreement
(other than an increase in the Purchase Price or in your Original Purchase
Obligation to purchase Securities, in either case from that contemplated by the
applicable AAU), (iii) to add or remove prospective Underwriters to or from the
syndicate, (iv) to exercise, in the Manager's discretion, all the authority
vested in the Manager in the Underwriting Agreement and (v) except as described
below in this Section 3.1, to take any other action as may seem advisable to the
Manager in respect of the Offering (including, without limitation, actions and
communications with the Commission, the National Association of Securities
Dealers, Inc. (the "NASD"), state blue sky or securities commissions, stock
exchanges and other regulatory bodies or organizations). If, in accordance with
the terms of the applicable AAU, the Offering of the Securities is at varying
prices based on prevailing market prices or prices related to prevailing market
prices or at negotiated prices, you authorize the Manager to determine, on your
behalf in the Manager's discretion, any Offering Price and the Fees and
Commissions applicable to the Offering from time to time. You authorize the
Manager on your behalf to arrange for any currency transactions (including
forward and hedging currency transactions) as the Manager deems necessary to
facilitate settlement of the purchase of the Securities, but you do not
authorize the Manager on your behalf to engage in any other forward or hedging
transactions in connection with the Offering unless such transactions are
specified in an applicable AAU or are otherwise consented to by you. You further
authorize the Manager, subject to the provisions of Section 1.2 hereof, (i) to
vary the offering terms of the Securities in effect at any time, including, if
applicable, the Offering


                                        4
<PAGE>
Price and Fees and Commissions set forth in the applicable AAU, (ii) to
determine, on your behalf, the Purchase Price and (iii) to increase or decrease
the number, amount or percentage of Securities being offered. Notwithstanding
the foregoing provisions of this Section 3.1, the Manager shall notify the
Underwriters, prior to the signing of the Underwriting Agreement, of any
provision in the Underwriting Agreement that could result in an increase in the
amount or percentage of Firm Securities set forth opposite each Underwriter's
name in the Underwriting Agreement by more than 25% (or such other percentage as
shall have been specified in the applicable Invitation Wire or otherwise
consented to by you) as a result of the failure or refusal of another
Underwriter or Underwriters to perform its or their obligations thereunder.

          3.2. OFFERING DATE. The Offering is to be made as soon after the
Underwriting Agreement is entered into by the Issuer, Guarantor or Seller and
the Manager as in the Manager's judgment is advisable, on the terms and
conditions set forth in the Prospectus or the Offering Circular, as the case may
be, and the applicable AAU. You agree not to sell any Securities prior to the
time the Manager releases such Securities for sale to purchasers. The date on
which such Securities are released for sale is referred to herein as the
"OFFERING DATE".

          3.3. ADVERTISING; SUPPLEMENTAL OFFERING MATERIAL. Any public
advertisement of the Offering shall be made by the Manager on behalf of the
Underwriters on such date as the Manager shall determine. You agree not to
advertise the Offering prior to the date of the Manager's advertisement thereof
without the Manager's consent. If the offering is made in whole or in part in
reliance on Rule 144A (or upon another exemption from registration), you agree
not to engage in any general solicitation and to abide by any other restrictions
in the AAU or the Underwriting Agreement in connection therewith relating to any
advertising or publicity. Any advertisement you may make of the Offering after
such date will be your own responsibility and at your own expense and risk. In
addition to your agreement to comply with restrictions on the Offering pursuant
to Sections 10.10 and 10.11 hereof, you also agree that you will not, in
connection with the offer and sale of the Securities in the Offering, without
the consent of the Manager, give to any prospective purchaser of the Securities
or other person not in your employ any written information concerning the
Offering, the Issuer, the Guarantor or the Seller, other than information
contained in any Preliminary Prospectus, Prospectus, Preliminary Offering
Circular or Offering Circular or in any computational materials ("COMPUTATIONAL
MATERIALS") or other offering materials prepared by or with the consent of the
Manager for use by the Underwriters in connection with the Offering and, in the
case of a Registered Offering, filed with the Commission or the NASD, as
applicable (the "SUPPLEMENTAL OFFERING MATERIALS"). You further agree to cease
distribution of any COMPUTATIONAL MATERIALS on the Offering Date.

          3.4. INSTITUTIONAL AND RETAIL SALES. You authorize the Manager to sell
to institutions or retail purchasers such Securities purchased by you pursuant
to the Underwriting Agreement as the Manager shall determine. The Selling
Concession on any such sales shall be credited to the accounts of the
Underwriters as the Manager shall determine.


                                        5
<PAGE>
          3.5. SALES TO DEALERS. You authorize the Manager to sell to Dealers
(as defined below) such Securities purchased by you pursuant to the Underwriting
Agreement as the Manager shall determine. A "DEALER" shall be a person who is
(a) a broker or dealer (as defined in the By-Laws of the NASD) actually engaged
in the investment banking or securities business and (i) a member in good
standing of the NASD or (ii) a foreign bank, broker, dealer or other institution
not eligible for membership in the NASD that, in the case of either clause
(a)(i) or (a)(ii), makes the representations and agreements applicable to such
institutions contained in Section 10.6 hereof or (b) in the case of Offerings of
Securities that are exempt securities under Section 3(a)(12) of the Securities
Exchange Act of 1934, as amended (the "1934 ACT"), and such other Securities as
from time to time may be sold by a "bank" (as defined in Section 3(a)(6) of the
1934 Act (a "BANK")), a Bank that is not a member of the NASD and that makes the
representations and agreements applicable to such institutions contained in
Section 10.6 hereof. If the price for any such sales by the Manager to Dealers
exceeds an amount equal to the Offering Price less the Selling Concession set
forth in the applicable AAU, the amount of such excess, if any, shall be
credited to the accounts of the Underwriters as the Manager shall determine.

          3.6. DIRECT SALES. The Manager will advise you promptly, on the date
of the Offering, as to the Securities purchased by you pursuant to the
Underwriting Agreement that you shall retain for direct sale. At any time prior
to the termination of the applicable AAU, any such Securities that are held by
the Manager for sale but not sold, may, on your request and at the Manager's
discretion, be released to you for direct sale, and Securities so released to
you shall no longer be deemed held for sale by the Manager. You may allow, and
Dealers may reallow, a discount on sales to Dealers in an amount not in excess
of the Reallowance set forth in the applicable AAU. You may not purchase
Securities from, or sell Securities to, any other Underwriter or Dealer at any
discount or concession other than the Reallowance, except with the consent of
the Manager.

          3.7. RELEASE OF UNSOLD SECURITIES. From time to time prior to the
termination of the applicable AAU, on the request of the Manager, you shall
advise the Manager of the amount of Securities remaining unsold which were
retained by or released to you for direct sale and of the amount of Securities
and Other Securities (as defined below) purchased for your account remaining
unsold which were delivered to you pursuant to Article V hereof or pursuant to
any Intersyndicate Agreement, and, on the request of the Manager, you shall
release to the Manager any such Securities and Other Securities remaining unsold
(i) for sale by the Manager to institutions, Dealers or retail purchasers, (ii)
for sale by the Issuer or Seller pursuant to delayed delivery contracts or (iii)
if, in the Manager's opinion, such Securities or Other Securities are needed to
make delivery against sales made pursuant to Article V hereof or any
Intersyndicate Agreement.

          3.8. INTERNATIONAL OFFERINGS. In the case of an International
Offering, you authorize the Manager (i) to make representations on your behalf
as set forth in any Intersyndicate Agreement or Underwriting Agreement and (ii)
to purchase or sell for your account pursuant to the Intersyndicate Agreement
(a) Securities, (b) any other securities


                                        6
<PAGE>
of the same class and series, or any securities into which the Securities may be
converted or for which the Securities may be exchanged or exercised and (c) any
other securities designated in the applicable AAU or applicable Intersyndicate
Agreement (the securities referred to in clauses (b) and (c) above being
referred to collectively as the "OTHER SECURITIES").

                         IV. DELAYED DELIVERY CONTRACTS

          4.1. ARRANGEMENTS FOR SALES. You agree that arrangements for sales of
Contract Securities will be made only through the Manager acting either directly
or through Dealers (including Underwriters acting as Dealers), and you authorize
the Manager to act on your behalf in making such arrangements. The aggregate
amount of Securities to be purchased by the several Underwriters shall be
reduced by the respective amounts of Contract Securities attributed to such
Underwriters as hereinafter provided. Subject to the provisions of Section 4.2,
the aggregate amount of Contract Securities shall be attributed to the
Underwriters as nearly as practicable in their respective Underwriting
Percentages, except that, as determined by the Manager in its discretion, (i)
Contract Securities directed and allocated by a purchaser to specific
Underwriters shall be attributed to such Underwriters and (ii) Contract
Securities for which arrangements have been made for sale through Dealers shall
be attributed to each Underwriter approximately in the proportion that
Securities of such Underwriter held by the Manager for sales to Dealers bear to
all Securities so held. The fee with respect to Contract Securities payable to
the Manager for the accounts of the Underwriters pursuant to the Underwriting
Agreement shall be credited to the accounts of the respective Underwriters in
proportion to the Contract Securities attributed to such Underwriters pursuant
to the provisions of this Section 4.1, less, in the case of each Underwriter,
the concession to Dealers on Contract Securities sold through Dealers and
attributed to such Underwriter.

          4.2. EXCESS SALES. If the amount of Contract Securities attributable
to an Underwriter pursuant to Section 4.1 would exceed such Underwriter's
Original Purchase Obligation reduced by the amount of Underwriters' Securities
sold by or on behalf of such Underwriter, such excess shall not be attributed to
such Underwriter, and such Underwriter shall be regarded as having acted only as
a Dealer with respect to, and shall receive only the concession to Dealers on,
such excess.

        V. PURCHASE AND SALE OF SECURITIES; FACILITATION OF DISTRIBUTION

          5.1. PURCHASE AND SALE OF SECURITIES; FACILITATION OF DISTRIBUTION. In
order to facilitate the distribution and sale of the Securities, you authorize
the Manager to buy and sell Securities and any Other Securities, in addition to
Securities sold pursuant to Article III hereof, in the open market or otherwise
(including, without limitation, pursuant to any Intersyndicate Agreement), for
long or short account, on such terms as it shall deem advisable, and to
over-allot in arranging sales. Such purchases and sales and over-allotments
shall be made for the accounts of the several Underwriters as nearly as
practicable in their respective Underwriting Percentages or, in


                                        7
<PAGE>
the case of an International Offering, such purchases and sales shall be for
such accounts as set forth in the applicable Intersyndicate Agreement. Any
securities which may have been purchased by the Manager for stabilizing purposes
in connection with the Offering prior to the execution of the applicable AAU
shall be treated as having been purchased pursuant to this Section 5.1 for the
accounts of the several Underwriters or, in the case of an International
Offering, for such accounts as are set forth in the applicable Intersyndicate
Agreement. Your net commitment pursuant to the foregoing authorization shall not
exceed at the close of business on any day an amount equal to 20% of your
Underwriting Percentage of the aggregate initial Offering Price of the Firm
Securities, it being understood that, in calculating such net commitment, the
initial Offering Price shall be used with respect to the Securities so purchased
or sold and, in the case of all Other Securities, shall be the purchase price
thereof. Your net commitment for short account (i.e., "naked short") shall be
calculated by assuming that all Securities that may be purchased upon exercise
of any over-allotment option then exercisable are acquired (whether or not
actually acquired) and, in the case of an International Offering, after giving
effect to the purchase of any Securities or Other Securities that the Manager
has agreed to purchase for your account pursuant to any applicable
Intersyndicate Agreement. On demand you shall take up and pay for any Securities
or Other Securities so purchased for your account and any Securities released to
you pursuant to Section 3.7 hereof and you shall deliver to the Manager against
payment any Securities or Other Securities so sold or over-allotted for your
account or released to you. The Manager agrees to notify you if it engages in
any stabilization transaction requiring reports to be filed pursuant to Rule
17a-2 under the 1934 Act and to notify you of the date of termination of
stabilization. You agree not to stabilize or engage in any syndicate covering
transaction (as defined in Rule 100 of Regulation M under the 1934 Act
("Regulation M")) in connection with the Offering without the prior consent of
the Manager. You further agree to provide to Salomon Smith Barney any reports
required of you pursuant to Rule 17a-2 not later than the date specified therein
and you authorize Salomon Smith Barney to file on your behalf with the
Commission any reports required by such Rule.

     If the limitations of Rule 101 of Regulation M ("Rule 101") do not apply to
you with respect to the Securities, Other Securities or other reference
securities (as defined in Rule 100 of Regulation M) because they satisfy the
exception for actively-traded securities in subsection (c)(1) of Rule 101 or the
exception for Rule 144A securities in subsection (b)(10) of Rule 101, you agree
that promptly upon notice from the Manager (or, if later, at the time stated in
the notice) you will comply with Rule 101 as though such exception were not
available but the other provisions of Rule 101 (as interpreted by the Commission
and after giving effect to any applicable exemptions) did apply. If the
securities in question are NASDAQ securities (as defined in Rule 100 of
Regulation M) you may engage in passive market making in accordance with Rule
103 of Regulation M (except that the daily net purchase volume limitation will
not apply and the maximum displayed bid size shall be 5,000 shares excluding
transactions effected in the SOES system) unless the notice from the Manager
also states that passive market making is not permitted.

          5.2. PENALTY WITH RESPECT TO SECURITIES REPURCHASED BY THE MANAGER. If
pursuant to the provisions of Section 5.1 and prior to the termination of the


                                        8
<PAGE>
Manager's authority to cover any short position incurred under the applicable
AAU or such other date as the Manager shall specify in a Wire, either (A) the
Manager purchases or contracts to purchase for the account of any Underwriter in
the open market or otherwise any Securities which were retained by, or released
to, you for direct sale or any Securities sold pursuant to Section 3.4 for which
you received a portion of the Selling Concession set forth in the applicable
AAU, or any Securities which may have been issued on transfer or in exchange for
such Securities, and which Securities were therefore not effectively placed for
investment or (B) if the Manager has advised you by Wire that trading in the
Securities will be reported to the Manager pursuant to the "Initial Public
Offering Tracking System" of The Depository Trust Company ("DTC") and the
Manager determines, based on notices from DTC, that your customers sold an
amount of Securities during any day that exceeds the amount previously notified
to you by Wire, then you authorize the Manager either to charge your account
with an amount equal to such portion of the Selling Concession set forth in the
applicable AAU received by you with respect to such Securities or, in the case
of clause (B), such Securities as exceed the amount specified in such Wire or to
require you to repurchase such Securities or, in the case of clause (B), such
Securities as exceed the amount specified in such Wire, at a price equal to the
total cost of such purchase, including transfer taxes, accrued interest,
dividends and commissions, if any.

          5.3. COMPLIANCE WITH REGULATION M. You represent that, at all times
since you were invited to participate in the Offering, you have complied with
the provisions of Regulation M applicable to such Offering, in each case as
interpreted by the Commission and after giving effect to any applicable
exemptions. If you have been notified in a Wire that the Underwriters may
conduct passive market making in compliance with Rule 103 of Regulation M in
connection with the Offering, you represent that, at all times since your
receipt of such Wire, you have complied with the provisions of such Rule
applicable to such Offering, as interpreted by the Commission and after giving
effect to any applicable exemptions.

          5.4. STANDBY UNDERWRITINGS. You authorize the Manager in its
discretion, at any time on, or from time to time prior to, the expiration of the
conversion right of convertible securities identified in the applicable AAU in
the case of securities called for redemption, or the expiration of rights to
acquire securities in the case of rights offerings, for which, in either case,
standby underwriting arrangements have been made: (i) to purchase convertible
securities or rights to acquire Securities for your account, in the open market
or otherwise, on such terms as the Manager determines and to convert convertible
securities or exercise rights so purchased; and (ii) to offer and sell the
underlying common stock or depositary shares for your account, in the open
market or otherwise, for long or short account (for purposes of such commitment,
such common stock or depositary shares being considered the equivalent of
convertible securities or rights), on such terms consistent with the terms of
the Offering set forth in the Prospectus or Offering Circular as the Manager
determines. On demand you shall take up and pay for any securities so purchased
for your account or you shall deliver to the Manager against payment any
securities so sold, as the case may be. During such period you may offer and
sell the underlying common stock or depositary shares, but only at prices set by
the Manager from time to time, and any such sales shall be subject to the
Manager's right to sell to you the underlying common stock or depositary shares


                                        9
<PAGE>
as above provided and to the Manager's right to reserve your Securities
purchased, received or to be received upon conversion. You agree not to bid for,
purchase, attempt to induce others to purchase, or sell, directly or indirectly,
any convertible securities or rights or underlying common stock or depositary
shares, provided, however, that no Underwriter shall be prohibited from (a)
selling underlying common stock owned beneficially by such Underwriter on the
day the convertible securities were first called for redemption, (b) converting
convertible securities owned beneficially by such Underwriter on such date or
selling underlying common stock issued upon conversion of convertible securities
so owned, (c) exercising rights owned beneficially by such Underwriter on the
record date for a rights offering or selling the underlying common stock or
depositary shares issued upon exercise of rights so owned or (d) purchasing or
selling convertible securities or rights or underlying common stock or
depositary shares as a broker pursuant to unsolicited orders.

                           VI. PAYMENT AND SETTLEMENT

          6.1. PAYMENT AND SETTLEMENT. You shall deliver to the Manager on the
date and at the place and time specified in the applicable AAU (or on such later
date and at such place and time as may be specified by the Manager in a
subsequent Wire) the funds specified in the applicable AAU, payable to the order
of Salomon Smith Barney Inc., for (i) an amount equal to the Offering Price plus
(if not included in the Offering Price) accrued interest, amortization of
original issue discount or dividends, if any, specified in the Prospectus or
Offering Circular, less the applicable Selling Concession in respect of the Firm
Securities to be purchased by you, (ii) an amount equal to the Offering Price
plus (if not included in the Offering Price) accrued interest, amortization of
original issue discount or dividends, if any, specified in the Prospectus or
Offering Circular, less the applicable Selling Concession in respect of such of
the Firm Securities to be purchased by you as shall have been retained by or
released to you for direct sale as contemplated by Section 3.6 hereof or (iii)
the amount set forth or indicated in the applicable AAU, as the Manager shall
advise. You shall make similar payment as the Manager may direct for Additional
Securities, if any, to be purchased by you on the date specified by the Manager
for such payment. The Manager will make payment to the Issuer or Seller against
delivery to the Manager for your account of the Securities to be purchased by
you, and the Manager will deliver to you the Securities paid for by you which
shall have been retained by or released to you for direct sale. If the Manager
determines that transactions in the Securities are to be settled through the
facilities of DTC or other clearinghouse facility, payment for and delivery of
Securities purchased by you shall be made through such facilities, if you are a
member, or, if you are not a member, settlement shall be made through your
ordinary correspondent who is a member.

                                  VII. EXPENSES

          7.1. MANAGEMENT FEE. You authorize the Manager to charge your account
as compensation for the Manager's and Co-Managers' services in connection with
the Offering, including the purchase from the Issuer or Seller of the
Securities, as


                                       10
<PAGE>
the case may be, and the management of the Offering, the amount, if any, set
forth as the management fee, global coordinators fee, praecipium or other
similar fee in the applicable AAU. Such amount shall be divided among the
Manager and any Co-Managers named in the applicable AAU as they may determine.

          7.2. GENERAL EXPENSES. You authorize the Manager to charge your
account with your Underwriting Percentage of all expenses of a general nature
incurred by the Manager and Co-Managers under the applicable AAU in connection
with the Offering, including the negotiation and preparation thereof, or in
connection with the purchase, carrying, marketing and sale of any securities
under the applicable AAU and any Intersyndicate Agreement, including, without
limitation, legal fees and expenses, transfer taxes, costs associated with
approval of the Offering by the NASD and the costs of currency transactions
(including forward and hedging currency transactions) entered into to facilitate
settlement of the purchase of Securities permitted under Section 3.1 hereof.

                    VIII. MANAGEMENT OF SECURITIES AND FUNDS

          8.1. ADVANCES; LOANS; PLEDGES. You authorize the Manager to advance
the Manager's own funds for your account, charging current interest rates, or to
arrange loans for your account for the purpose of carrying out the provisions of
the applicable AAU and any Intersyndicate Agreement and in connection therewith,
to hold or pledge as security therefor all or any securities which the Manager
may be holding for your account under the applicable AAU and any Intersyndicate
Agreement, to execute and deliver any notes or other instruments evidencing such
advances or loans and to give all instructions to the lenders with respect to
any such loans and the proceeds thereof. The obligations of the Underwriters
under loans arranged on their behalf shall be several in proportion to their
respective Original Purchase Obligations and not joint. Any lender is authorized
to accept the Manager's instructions as to the disposition of the proceeds of
any such loans. In the event of any such advance or loan, repayment thereof
shall, in the discretion of the Manager, be effected prior to making any
remittance or delivery pursuant to Section 8.2, 8.3 or 9.2 hereof.

          8.2. RETURN OF AMOUNT PAID FOR SECURITIES. Out of payment received by
the Manager for Securities sold for your account which have been paid for by
you, the Manager will remit to you promptly an amount equal to the price paid by
you for such Securities.

          8.3. DELIVERY AND REDELIVERY OF SECURITIES FOR CARRYING PURPOSES. The
Manager may deliver to you from time to time prior to the termination of the
applicable AAU pursuant to Section 9.1 hereof against payment, for carrying
purposes only, any Securities or Other Securities purchased by you under the
applicable AAU or any Intersyndicate Agreement which the Manager is holding for
sale for your account but which are not sold and paid for. You shall redeliver
to the Manager against payment any Securities or Other Securities delivered to
you for carrying purposes at such times as the Manager may demand.


                                       11
<PAGE>
                        IX. TERMINATION; INDEMNIFICATION

          9.1. TERMINATION. Each AAU shall terminate at the close of business on
the later of the date on which the Underwriters pay the Issuer or Seller for the
Securities and 45 full days after the applicable Offering Date, unless sooner
terminated by the Manager. The Manager may in its discretion by notice to you
prior to the termination of such AAU alter any of the terms or conditions of the
Offering to the extent permitted by Articles III or IV hereof, or terminate or
suspend the effectiveness of Article V hereof, or any part thereof. No
termination or suspension pursuant to this paragraph shall affect the Manager's
authority under Section 3.1 hereof to take actions in respect of the Offering or
under Article V hereof to cover any short position incurred under such AAU or in
connection with covering any such short position to require you to repurchase
Securities as specified in Section 5.2 hereof.

          9.2. DELIVERY OR SALE OF SECURITIES; SETTLEMENT OF ACCOUNTS. Upon
termination of each AAU or prior thereto at the Manager's discretion, the
Manager shall deliver to you any Securities paid for by you pursuant to Section
6.1 hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5
hereof but not sold and paid for and any Securities or Other Securities that are
held by the Manager for your account pursuant to the provisions of Article V
hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the
termination of such AAU, if the aggregate initial Offering Price of any such
Securities and the aggregate purchase price of any Other Securities so held and
not sold and paid for does not exceed an amount equal to 20% of the aggregate
initial Offering Price of the Securities, the Manager may, in its discretion,
sell such Securities and Other Securities for the accounts of the several
Underwriters, at such prices, on such terms, at such times and in such manner as
it may determine. Within the period specified by applicable NASD Rules or, if no
period is so specified, as soon as practicable after termination of such AAU,
your account shall be settled and paid. The Manager may reserve from
distribution such amount as the Manager deems advisable to cover possible
additional expenses. The determination by the Manager of the amount so to be
paid to or by you shall be final and conclusive. Any of your funds in the
Manager's hands may be held with the Manager's general funds without
accountability for interest

          Notwithstanding any provision of this Master AAU other than Section
10.12, upon termination of each AAU or prior thereto at the Manager's
discretion, the Manager (i) may allocate to the accounts of the Underwriters the
expenses described in Section 7.2 hereof and any losses incurred upon the sale
of Securities or Other Securities pursuant to the applicable AAU or any
Intersyndicate Agreement (including any losses incurred upon the sale of
securities referred to in Section 5.4(ii) hereof), (ii) may deliver to the
Underwriters any unsold Securities or Other Securities purchased pursuant to
Section 5.1 hereof or any Intersyndicate Agreement and (iii) may deliver to the
Underwriters any unsold Securities purchased pursuant to the applicable
Underwriting Agreement, in each case in the Manager's discretion. The Manager
shall have full discretion to allocate expenses and Securities to the accounts
of any Underwriter as the Manager decides, except that (a) no Underwriter (other
than the Manager or a Co-Manager) shall bear more than its share of such
expenses, losses or


                                       12
<PAGE>
Securities (such share shall not exceed such Underwriter's Underwriting
Percentage and shall be determined pro rata among all such Underwriters based on
their Underwriting Percentages), (b) no such Underwriter shall receive
Securities that, together with any Securities purchased by such Underwriter
pursuant to Section 6.1 (but excluding any Securities that such Underwriter is
required to repurchase pursuant to Section 5.2) exceed such Underwriter's
Original Purchase Obligation and (c) no Co-Manager shall bear more than its
share, as among the Manager and the other Co-Managers, of such expenses, losses
or Securities (such share to be determined pro rata among the Manager and all
Co-Managers based on (1) their relative Underwriting Percentages as a percentage
of the total combined Underwriting Percentages of the Manager and all
Co-Managers, or (2) if the Manager so determines, their relative Offering
Economics (as hereinafter defined) as a percentage of the combined Offering
Economics of the Manager and all Co-Managers together. The Manager's or a
Co-Manager's "OFFERING ECONOMICS" equals the sum of its Management Fee Share,
its Underwriting Fee Share and its Selling Concession Share (each as hereinafter
defined). The Manager's or a Co-Manager's "MANAGEMENT FEE SHARE" is the dollar
amount of its share, as agreed among the Manager and any Co-Managers, of the
amount payable by all Underwriters to some or all of the Manager and any
Co-Manager as a global coordinators' fee, praecipium, management fee or other
fee. The Manager's or a Co-Manager's "UNDERWRITING FEE SHARE" is the dollar
amount of its Underwriting Percentage of the aggregate initial Offering Price of
the Firm Securities less the Purchase Price thereof, less the Selling Concession
thereon. The Manager's or a Co-Manager's "SELLING CONCESSION SHARE" is the
dollar amount of any Selling Concession credited to it on sales from the
institutional pot or on sales made for the account of any other Underwriter. If
any Securities or Other Securities returned to you pursuant to clause (ii) or
(iii) above were not paid for by you pursuant to Section 6.1 hereof, you shall
pay to the Manager an amount per security equal to the amount set forth in
Section 6.1(i), in the case of Securities returned to you pursuant to clause
(iii) above, or the purchase price of such securities, in the case of Securities
or Other Securities returned to you pursuant to clause (ii) above.

          9.3. POST-SETTLEMENT EXPENSES. Notwithstanding any settlement on the
termination of the applicable AAU, you agree to pay any transfer taxes which may
be assessed and paid after such settlement on account of any sales or transfers
under such AAU or any Intersyndicate Agreement for your account and your
Underwriting Percentage of (i) all expenses incurred by the Manager in
investigating, preparing to defend or defending against any action, claim or
proceeding which is asserted or instituted by any party (including any
governmental or regulatory body) relating to (a) the Registration Statement, any
Preliminary Prospectus or Prospectus (or any amendment or supplement thereto),
any Preliminary Offering Circular or Offering Circular (or any amendment or
supplement thereto) or Supplemental Offering Materials, (b) the violation of any
applicable restrictions on the offer, sale, resale or purchase of Securities or
Other Securities imposed by United States Federal or state laws or foreign laws
and the rules and regulations of any regulatory body promulgated thereunder or
pursuant to the terms of such AAU, the Underwriting Agreement or any
Intersyndicate Agreement or (c) any claim that the Underwriters constitute a
partnership, an association or an unincorporated business or other separate
entity and (ii) any liability, including attorneys' fees, incurred by the
Manager in respect of any such action, claim or proceeding, whether such
liability


                                       13
<PAGE>
shall be the result of a judgment or arbitrator's determination or as a result
of any settlement agreed to by the Manager, other than any such expense or
liability as to which the Manager actually receives indemnity pursuant to
Section 9.4, contribution pursuant to Section 9.5, indemnity or contribution
pursuant to the Underwriting Agreement or damages from an Underwriter for breach
of its representations, warranties, agreements, or covenants contained in the
applicable AAU. None of the foregoing provisions of this Section 9.3 shall
relieve any defaulting or breaching Underwriter from liability for its defaults
or breach.

          9.4. INDEMNIFICATION. You agree to indemnify and hold harmless each
other Underwriter and each person, if any, who controls any such Underwriter
within the meaning of either Section 15 of the 1933 Act or Section 20 of the
1934 Act, to the extent and upon the terms which you agree to indemnify and hold
harmless any of the Issuer, the Guarantor, the Seller, any person controlling
the Issuer, the Guarantor, the Seller, its directors and, in the case of a
Registered Offering, its officers who signed the Registration Statement and, in
the case of an Offering other than a Registered Offering, its officers, in each
case as set forth in the Underwriting Agreement. You further agree to indemnify
and hold harmless any investment banking firm identified in a Wire as the
qualified independent underwriter as defined in Rule 2720 of the NASD's Conduct
Rules ("QIU") for an Offering and each person, if any, who controls such QIU
within the meaning of either Section 15 of the 1933 Act or Section 20 of the
1934 Act, from and against any and all losses, claims, damages and liabilities
related to, arising out of or in connection with such investment banking firm's
activities as QIU for the Offering. You agree with the other Underwriters to
reimburse such QIU for all expenses, including fees and expenses of counsel as
they are incurred, in connection with investigating, preparing for, or defending
any action, claim or proceeding related to, arising out of, or in connection
with such QIU's activities as a QIU for the Offering. Each Underwriter shall be
responsible for its Underwriting Percentage of any amount due to such QIU on
account of the foregoing indemnity. You agree that such QIU shall have no
additional liability to any Underwriter or otherwise as a result of its serving
as QIU in connection with the Offering. You further agree that to the extent the
indemnification provided to a QIU under this Section 9.4 is unavailable to such
QIU or insufficient in respect of any losses, claims, damages or liabilities
(and expenses relating thereto), whether as a matter of law or public policy or
as a result of the default of any Underwriter in performing its obligations
under this Section 9.4, you and each other Underwriter shall contribute to the
amount paid or payable by such QIU as a result of such losses, claims, damages
or liabilities (and expenses relating thereto) in proportion to your
Underwriting Percentage.

          9.5. CONTRIBUTION. Notwithstanding any settlement on the termination
of the applicable AAU, you agree to pay upon request of the Manager, as
contribution, your Underwriting Percentage of any losses, claims, damages or
liabilities, joint or several, paid or incurred by any Underwriter to any person
other than an Underwriter, arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement, any Preliminary Prospectus or Prospectus (or any amendment or
supplement thereto), any Preliminary Offering Circular or Offering Circular (or
any amendment or supplement thereto) or Supplemental Offering Materials or the
omission or alleged omission to state therein a material fact


                                       14
<PAGE>
required to be stated therein or necessary to make the statements therein not
misleading (other than an untrue statement or alleged untrue statement or
omission or alleged omission made in reliance upon and in conformity with
information furnished to the Company in writing by the Underwriter on whose
behalf the request for contribution is being made expressly for use therein) and
your Underwriting Percentage of any legal or other expenses reasonably incurred
by the Underwriter (with the approval of the Manager) on whose behalf the
request for contribution is being made in connection with investigating or
defending any such loss, claim, damage or liability or any action in respect
thereof; provided that no request shall be made on behalf of any Underwriter
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) from any Underwriter who was not guilty of such fraudulent
misrepresentation. None of the foregoing provisions of this Section 9.5 shall
relieve any defaulting or breaching Underwriter from liability for its defaults
or breach.

          9.6. SEPARATE COUNSEL. If any claim is asserted or action or
proceeding commenced pursuant to which the indemnity provided in Section 9.4 may
apply, the Manager may take such action in connection therewith as it deems
necessary or desirable, including retention of counsel for the Underwriters, and
in its discretion separate counsel for any particular Underwriter or group of
Underwriters, and the fees and disbursements of any counsel so retained shall be
allocated among the several Underwriters as determined by the Manager. Any
Underwriter may elect to retain at its own expense its own counsel and, on
advice of such counsel but only with the consent of the Manager, may settle or
consent to the settlement of any such claim, action or proceeding. The Manager
may settle or consent to the settlement of any such claim, action or proceeding.
Whenever the Manager receives notice of the assertion of any claim, action or
proceeding to which the provisions of Section 9.4 would apply, it will give
prompt notice thereof to each Underwriter, and whenever you receive notice of
the assertion of any claim or commencement of any action or proceeding to which
the provisions of Section 9.4 would apply, you will give prompt notice thereof
to the Manager. The Manager also will furnish each Underwriter with periodic
reports, at such times as it deems appropriate, as to the status of such claim,
action or proceeding, and the action taken by it in connection therewith.

          9.7. SURVIVAL OF AGREEMENTS. Regardless of any termination of an AAU,
your agreements contained in Article V and Sections 3.1, 9.3, 9.4, 9.5, 9.6 and
11.2 shall remain operative and in full force and effect regardless of (i) any
termination of the Underwriting Agreement, (ii) any investigation made by or on
behalf of any Underwriter or any person controlling any Underwriter or by or on
behalf of the Issuer, the Guarantor, the Seller, its directors or officers or
any person controlling the Issuer, the Guarantor or the Seller and (iii)
acceptance of any payment for any Securities.


                                       15
<PAGE>
                X. REPRESENTATIONS AND COVENANTS OF UNDERWRITERS

          10.1. KNOWLEDGE OF OFFERING. You understand that it is your
responsibility to examine the Registration Statement, the Prospectus or the
Offering Circular, as the case may be, relating to the Offering, any amendment
or supplement thereto, any Preliminary Prospectus or Preliminary Offering
Circular and the material, if any, incorporated by reference therein and any
Supplemental Offering Materials and you will familiarize yourself with the terms
of the Securities, any applicable Indenture and the other terms of the Offering
thereof which are to be reflected in the Prospectus or the Offering Circular, as
the case may be, and the applicable AAU and Underwriting Agreement. The Manager
is authorized, with the advice of counsel for the Underwriters, to approve on
your behalf any amendments or supplements to the Registration Statement and the
Prospectus or the Offering Circular, as the case may be.

          10.2. DISTRIBUTION OF MATERIALS. You will keep an accurate record of
the names and addresses of all persons to whom you give copies of the
Registration Statement, the Prospectus, any Preliminary Prospectus (or any
amendment or supplement thereto) or any Offering Circular or any Preliminary
Offering Circular and, when furnished with any subsequent amendment to the
Registration Statement, any subsequent Prospectus, any subsequent Offering
Circular or any memorandum outlining changes in the Registration Statement or
any Prospectus or Offering Circular, you will, upon request of the Manager,
promptly forward copies thereof to such persons.

          10.3. ACCURACY OF UNDERWRITERS' INFORMATION. You confirm that the
information that you have given or are deemed to have given in response to the
Underwriters' Questionnaire attached as Exhibit A hereto (and to any other
questions addressed to you in the Invitation Wire or other Wires), which
information has been furnished to the Issuer for use in the Registration
Statement and the Prospectus or the Offering Circular, as the case may be, or
has otherwise been relied upon in connection with the Offering, is complete and
accurate. You shall notify the Manager immediately of any development before the
termination of the applicable AAU which makes untrue or incomplete any
information that you have given or are deemed to have given in response to the
Underwriters' Questionnaire (or such other questions).

          10.4. NAME; ADDRESS. Unless you have promptly notified the Manager in
writing otherwise, your name as it should appear in the Prospectus or the
Offering Circular and any advertisement, if different, and your address are as
set forth on the signature pages hereof.

          10.5. CAPITAL REQUIREMENTS. You represent that your commitment to
purchase the Securities will not result in a violation of the financial
responsibility requirements of Rule 15c3-1 under the 1934 Act or of any similar
provision of any applicable rules of any securities exchange to which you are
subject or, if you are a financial institution subject to regulation by the
Board of Governors of the United States Federal Reserve System, the United
States Comptroller of the Currency or the United States Federal Deposit
Insurance Corporation, will not place you in violation of any applicable capital
requirements or restrictions of such regulator or any other regulator to which
you are subject.


                                       16
<PAGE>
          10.6. COMPLIANCE WITH NASD REQUIREMENTS. You represent that you are a
member in good standing of the NASD, a Bank that is not a member of the NASD or
a foreign bank or dealer not eligible for membership in the NASD. In making
sales of Securities, if you are such a member, you agree to comply with all
applicable interpretive material ("IM") and rules of the NASD, including,
without limitation, IM-2110-1 (the NASD's interpretation with respect to
free-riding and withholding) and Rule 2740 of the NASD's Conduct Rules, or, if
you are such a foreign bank or dealer, you agree to comply, as applicable, with
IM-2110-1 and Rules 2730, 2740 and 2750 of the NASD's Conduct Rules as though
you were such a member and Rule 2420 of the NASD's Conduct Rules as it applies
to a nonmember broker or dealer in a foreign country. If you are a Bank, you
agree, to the extent required by applicable law or the Conduct Rules of the
NASD, that you will not, in connection with the public offering of any
Securities that do not constitute "exempted securities" within the meaning of
Section 3(a)(12) of the 1934 Act or such other Securities as from time to time
may be sold by a Bank, purchase any Securities at a discount from the Offering
Price from any Underwriter or dealer or otherwise accept any Fees and
Commissions from any Underwriter or Dealer, and you agree to comply, as
applicable, with Rule 2420 of the NASD's Conduct Rules as though you were a
member.

          10.7. FURTHER STATE NOTICE. The Manager will file a Further State
Notice with the Department of State of New York, if required.

          10.8. COMPLIANCE WITH RULE 15C2-8. In the case of a Registered
Offering and any other Offering to which the provisions of Rule 15c2-8 under the
1934 Act are made applicable pursuant to the AAU or otherwise, you agree to
comply with such Rule in connection with the Offering. In the case of an
Offering other than a Registered Offering, you agree to comply with applicable
Federal and state laws and the applicable rules and regulations of any
regulatory body promulgated thereunder governing the use and distribution of
offering circulars by underwriters.

          10.9. DISCRETIONARY ACCOUNTS. In the case of a Registered Offering of
Securities issued by an Issuer that was not, immediately prior to the filing of
the Registration Statement, subject to the requirements of Section 13(d) or
15(d) of the 1934 Act, you agree that you will not make sales to any account
over which you exercise discretionary authority in connection with such sale
except as otherwise permitted by the applicable AAU for such Offering.

          10.10. OFFERING RESTRICTIONS. If you are a foreign bank or dealer and
you are not registered as a broker-dealer under Section 15 of the 1934 Act, you
agree that while you are acting as an Underwriter in respect of the Securities
and in any event during the term of the applicable AAU, you will not directly or
indirectly effect in, or with persons who are nationals or residents of, the
United States, its territories or possessions any transactions (except for the
purchases provided for in the Underwriting Agreement and transactions
contemplated by Articles III and V hereof) in Securities or any Other
Securities.

          It is understood that, except as specified in the applicable AAU, no
action


                                       17
<PAGE>
has been taken by the Manager, the Issuer, the Guarantor or the Seller to permit
you to offer Securities in any jurisdiction other than the United States, in the
case of a Registered Offering, where action would be required for such purpose.

          10.11. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. You agree to make
to each other Underwriter participating in an Offering the same representations,
warranties and agreements, if any, made by the Underwriters to the Issuer, the
Guarantor or the Seller in the applicable Underwriting Agreement or any
Intersyndicate Agreement and you authorize the Manager to make such
representations, warranties and agreements to the Issuer, the Guarantor or the
Seller on your behalf.

          10.12. LIMITATION ON THE AUTHORITY OF THE MANAGER TO PURCHASE AND SELL
SECURITIES FOR THE ACCOUNT OF CERTAIN UNDERWRITERS. Notwithstanding any
provision of this AAU authorizing the Manager to purchase or sell any Securities
or Other Securities (including arranging for the sale of Contract Securities) or
over-allot in arranging sales of Securities for the accounts of the several
Underwriters, the Manager may not, in connection with the Offering of any
Securities, make any such purchases, sales and/or over-allotments for the
account of any Underwriter that, not later than its acceptance of the Invitation
Wire relating to such Offering, has advised the Manager that, due to its status
as, or relationship to, a bank or bank holding company such purchases, sales
and/or over-allotments are prohibited by applicable law. If any Underwriter so
advises the Manager, the Manager may allocate any such purchases, sales and
over-allotments (and the related expenses) which otherwise would have been
allocated to your account based on your respective Underwriting Percentage to
your account based on the ratio of your Original Purchase Obligation to the
Original Purchase Obligations of all Underwriters other than the advising
Underwriter or Underwriters or in such other manner as the Manager shall
determine.

                           XI. DEFAULTING UNDERWRITERS

          11.1. EFFECT OF TERMINATION. If the Underwriting Agreement is
terminated as permitted by the terms thereof, your obligations hereunder with
respect to the Offering of the Securities shall immediately terminate except (i)
as set forth in Section 9.7, (ii) that you shall remain liable for your
Underwriting Percentage (or such other percentage as may be specified pursuant
to Section 9.2) of all expenses and for any purchases or sales which may have
been made for your account pursuant to the provisions of Article V hereof or any
Intersyndicate Agreement and (iii) that such termination shall not affect any
obligations of any defaulting or breaching Underwriter.

          11.2. SHARING OF LIABILITY. If any Underwriter shall default in its
obligations (i) pursuant to Section 5.1, 5.2 or 5.4, (ii) to pay amounts charged
to its account pursuant to Section 7.1, 7.2 or 8.1 or (iii) pursuant to Section
9.2, 9.3, 9.4, 9.5, 9.6 or 11.1, you will assume your proportionate share
(determined on the basis of the respective Underwriting Percentages of the
non-defaulting Underwriters) of such obligations, but no such assumption shall
relieve any defaulting Underwriter from liability to the non-defaulting
Underwriters, the Issuer, the Guarantor or the Seller for its default.


                                       18
<PAGE>
          11.3. ARRANGEMENTS FOR PURCHASES. The Manager is authorized to arrange
for the purchase by others (including the Manager or any other Underwriter) of
any Securities not purchased by any defaulting Underwriter in accordance with
the terms of the applicable Underwriting Agreement or, if the applicable
Underwriting Agreement does not provide arrangements for defaulting
Underwriters, in the discretion of the Manager. If such arrangements are made,
the respective amounts of Securities to be purchased by the remaining
Underwriters and such other person or persons, if any, shall be taken as the
basis for all rights and obligations hereunder, but this shall not relieve any
defaulting Underwriter from liability for its default.

                               XII. MISCELLANEOUS

          12.1. OBLIGATIONS SEVERAL. Nothing contained in this Salomon Smith
Barney Master AAU or any AAU constitutes you partners with the Manager or with
the other Underwriters and the obligations of you and each of the other
Underwriters are several and not joint. Each Underwriter elects to be excluded
from the application of Subchapter K, Chapter 1, Subtitle A, of the United
States Internal Revenue Code of 1986, as amended. Each Underwriter authorizes
the Manager, on behalf of such Underwriter, to execute such evidence of such
election as may be required by the United States Internal Revenue Service.

          12.2. LIABILITY OF MANAGER. The Manager shall be under no liability to
you for any act or omission except for obligations expressly assumed by the
Manager in the applicable AAU.

          12.3. TERMINATION OF MASTER AGREEMENT AMONG UNDERWRITERS. This SALOMON
SMITH BARNEY Master AAU may be terminated by either party hereto upon five
business days' written notice to the other party; provided that with respect to
any Offering for which an AAU was sent prior to such notice, this Salomon Smith
Barney Master AAU as it applies to such Offering shall remain in full force and
effect and shall terminate with respect to such Offering in accordance with
Section 9.1 hereof.

          12.4. GOVERNING LAW. THIS SALOMON SMITH BARNEY MASTER AAU AND EACH AAU
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW
YORK.

          12.5. AMENDMENTS. This Salomon Smith Barney Master AAU may be amended
from time to time by consent of the parties hereto. Your consent shall be deemed
to have been given to an amendment to this Salomon Smith Barney Master AAU, and
such amendment shall be effective, five business days following written notice
to you of such amendment if you do not notify Salomon Smith Barney in writing
prior to the close of business on such fifth business day that you do not
consent to such amendment. Upon effectiveness, the provisions of this Salomon
Smith Barney Master AAU as so amended shall apply to each AAU thereafter entered
into except as


                                       19
<PAGE>
otherwise specifically provided in any such AAU.

          12.6. NOTICES. Any notice to any Underwriter shall be deemed to have
been duly given if mailed, sent by wire, telex, facsimile or electronic
transmission or other written communication or delivered in person to such
Underwriter at the address which shall have been provided to Salomon Smith
Barney as provided in Section 10.4 hereof. Any such notice shall take effect
upon receipt thereof.

          Please confirm your acceptance of this Salomon Smith Barney Master AAU
by signing and returning to us the enclosed duplicate copy hereof.

                                        Very truly yours,

                                        SALOMON SMITH BARNEY INC.


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

CONFIRMED:                       1999
           ---------------------

- -------------------------------------
        (Name of Underwriter)


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------
       (If person signing is not an
       officer or a partner, please
       attach instrument of
       authorization)
Address:
         ----------------------------

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

         ----------------------------
Telephone:
           --------------------------
Fax:
     --------------------------------


                                       20
<PAGE>
                                                                       EXHIBIT A
                                                                    JUNE 1, 1999

                            SALOMON SMITH BARNEY INC.
                           UNDERWRITERS' QUESTIONNAIRE

          In connection with each Offering covered by the Salomon Smith Barney
Inc. Master Agreement Among Underwriters dated June 1, 1999, we confirm that
except as set forth in a timely reply by us to the Invitation Wire:

          (1) Neither we nor any of our directors, officers or partners have a
     material relationship (as "material" is defined in Regulation C under the
     1933 Act) with the Issuer, the Guarantor or any Seller.

          (2) (If the offer and sale of the Securities are to be registered
     under the 1933 Act pursuant to a Registration Statement on Form S-1 of Form
     F-1:) Neither we nor any "group" (as that term is used in Section 13(d)(3)
     of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
     which we are a member is the beneficial owner (determined in accordance
     with Rule 13d-3 under the Exchange Act) of more than 5% of any class of
     voting securities of the Issuer or the Guarantor, nor do we have any
     knowledge that more than 5% of any class of voting securities of the Issuer
     or the Guarantor is held or to be held subject to any voting trust or other
     similar agreement.

          (3) Other than as may be stated in the Salomon Smith Barney Master
     Agreement Among Underwriters dated June 1, 1999, the applicable AAU, the
     Intersyndicate Agreement or dealer agreement, if any, the Prospectus, the
     Registration Statement or the Offering Circular, we do not know and have no
     reason to believe that there is an intention to over-allot or that the
     price of any security may be stabilized to facilitate the offering of the
     Securities.

          (4) Except as described in the Prospectus or Offering Circular, as the
     case may, be and the Invitation Wire, we do not know of any discounts or
     commissions to be allowed or paid to dealers, including all cash,
     securities, contracts or other consideration to be received by any dealer
     in connection with the sale of the securities.


                                       21
<PAGE>
          (5) We have not prepared any report or memorandum for external use in
     connection with the Offering. (If there are any exceptions, (i) furnish
     four (4) copies of each report and memorandum to Salomon Smith Barney Inc.,
     388 Greenwich Street, New York, N.Y. 10013, Attention: Investment Banking
     Department/Transaction Structuring Group, (ii) identify each class of
     person who received such material and the number of copies distributed to
     each such class, and (iii) indicate when such distribution commenced and
     ceased.)

          (6) (If the offer and sale of the Securities are to be registered
     under the 1933 Act pursuant to a Registration Statement on Form S-1 or Form
     F-1:) We have not within the past twelve months prepared or had prepared
     for us any engineering, management or similar report or memorandum relating
     to broad aspects of the business, operations or products of the Issuer or
     the Guarantor. (The immediately preceding sentence does not apply to
     reports solely comprised of recommendations to buy, sell or hold the
     Issuer's or the Guarantor's securities, unless such recommendations have
     changed within the past six months or to information already contained in
     documents filed with the Commission. If there are any exceptions, (i)
     furnish four (4) copies of each report and memorandum to Salomon Smith
     Barney Inc. 388 Greenwich Street, New York, N.Y. 10013, Attention:
     Investment Banking Department/Transaction Structuring Group, (ii) identify
     each class of persons who received such material and the number of copies
     distributed to each such class, and (iii) indicate when such distribution
     commenced and ceased.)

          (7) We are not an "affiliate" of the Issuer or the Guarantor for
     purposes of Rule 2720 of the National Association of Securities Dealers,
     Inc.'s ("NASD") Conduct Rules. We understand that under Rule 2720 (except
     as provided in Rule 2720(b)(1)(C) thereof) two entities are "affiliates" of
     each other if one entity controls, is controlled by, or is under common
     control with, the second entity and that "control" is presumed to exist if
     one entity (or, in the case of an NASD member, the entity and all "persons
     associated with" it (as defined in the NASD By-Laws)) beneficially owns 10%
     or more of the second entity's outstanding voting securities or, if the
     second entity is a partnership, if the first entity has a partnership
     interest in 10% or more of the second entity's distributable profits or
     losses.

          (8) (If the Securities are not investment grade debt securities or
     preferred stock, or equity securities for which there exists a "bona fide
     independent market" (as defined in Rule 2720(b)(3) of the NASD's Conduct
     Rules) or otherwise exempted under Rule 2720(b)(7)(D) of the NASD's Conduct
     Rules:) We do not have a "conflict of interest" with the Issuer or the
     Guarantor under Rule 2720 of the NASD's Conduct Rules. In that regard, we
     specifically confirm that we, our "parent" (as defined in Rule 2720),
     affiliates and "persons associated with" us (as defined in the NASD
     By-Laws), in the aggregate do not (i) beneficially own 10% or more of the
     Issuer's or the Guarantor's "common equity", "preferred equity", or
     "subordinated debt" (as each such term is defined in Rule 2720), or (ii) in
     the case of an Issuer or Guarantor which is a partnership, beneficially own
     a general, limited or special partnership interest in 10% or more


                                       22
<PAGE>
     of the Issuer's or Guarantor's distributable profits or losses.

          (9) (If filing with the NASD is required:) Neither we nor any of our
     directors, officers, partners or "persons associated with" us (as defined
     in the NASD By-Laws) nor, to our knowledge, any "related person" (defined
     by the NASD to include counsel, financial consultants and advisors,
     finders, members of the selling or distribution group, any NASD member
     participating in the offering and any other persons associated with or
     related to and members of the immediate family of any of the foregoing) or
     any other broker-dealer, (a) within the last 12 months have purchased in
     private transactions, or intend before, at or within six months after the
     commencement of the public offering of the Securities to purchase in
     private transactions, any securities of the Issuer, the Guarantor or any
     Issuer Related Party (as hereinafter defined), (b) within the last 12
     months had any dealings with the Issuer, the Guarantor, any Seller or any
     subsidiary or controlling person thereof (other than relating to the
     proposed Underwriting Agreement) as to which documents or information are
     required to be filed with the NASD pursuant to its Corporate Financing
     Rule, or (c) during the 12 months immediately preceding the filing of the
     Registration Statement (or, if there is none, the Offering Circular), have
     entered into any arrangement which provided or provides for the receipt of
     any item of value (including, but not limited to, cash payments and expense
     reimbursements) and/or the transfer of any warrants, options or other
     securities from the Issuer, the Guarantor or any Issuer Related Party to us
     or any related person.

          (10) (If filing with the NASD is required:) There is no association or
     affiliation between us and (i) any officer or director of the Issuer, the
     Guarantor or any Issuer Related Party, or (ii) any securityholder of five
     percent or more (or, in the case of an initial public offering of equity
     securities, any securityholder) of any class of securities of the Issuer,
     the Guarantor or an Issuer Related Party; it being understood that for
     purposes of paragraph (9) above and this paragraph (10), the term "Issuer
     Related Party" includes any Seller, any affiliate of the Issuer the
     Guarantor or a Seller and the officers or general partners, directors,
     employees and securityholders thereof. (If there are any exceptions, state
     the identity of the person with whom the association or affiliation exists
     and, if relevant, the number of equity securities or the face value of debt
     securities owned by such person, the date such securities were acquired and
     the price paid for such securities).

          (11) (If the Securities are not issued by a real estate investment
     trust:) No portion of the net offering proceeds from the sale of the
     Securities will be paid to us or any of our affiliates or "persons
     associated with" us (as defined in the NASD By-Laws) or members of the
     immediate family of any such person.

          (12) (If the Securities are debt securities and their offer and sale
     is to be registered under the 1933 Act:) We are not an affiliate (as
     defined in Rule 0-2 under the Trust Indenture Act of 1939) of the Trustee
     for the Securities or of its parent, if any. Neither the Trustee nor its
     parent, if any, nor any of their directors or executive officers is a
     "director, officer, partner, employee, appointee or


                                       23
<PAGE>
     representative" of ours (as those terms are defined in the Trust Indenture
     Act of 1939 or in the relevant instructions to Form T-1). We and our
     directors, partners, and executive officers, taken as a group, did not on
     the date specified in the Invitation Wire, and do not, own beneficially 1%
     or more of the shares of any class of voting securities of the Trustee or
     of its parent, if any. If we are a corporation, we do not have outstanding
     and have not assumed or guaranteed any securities issued otherwise than in
     our present corporate name.

          (13) (If the Issuer is a public utility:) We are not a "holding
     company" or a "subsidiary company" or an "affiliate" of a "holding company"
     or of a "public-utility company", each as defined in the Public Utility
     Holding Company Act of 1935.

          (14) If we are, or we are affiliated with, a U.S. or non-U.S. bank, we
     hereby represent that our participation in the offering of the Securities
     on the terms contemplated in the applicable AAU and the proposed
     Underwriting Agreement does not contravene any U.S. or state banking law
     restricting the exercise of securities powers in the United States.

          Capitalized terms used but not defined herein shall have the
respective meanings given to them in the applicable AAU.


                                       24
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.J.1
<SEQUENCE>8
<FILENAME>c97003a3exv99wjw1.txt
<DESCRIPTION>FORM OF CUSTODY AGREEMENT
<TEXT>
<PAGE>
                                                                     Exhibit j 1

                                CUSTODY AGREEMENT

     AGREEMENT, dated as of October 27, 2005 between Calamos Global Total Return
Fund, a business trust organized and existing under the laws of the State of
Delaware having its principal office and place of business at c/o Calamos Asset
Management, Inc., 2020 Calamos Court, Naperville, Illinois, 60563-2787 (the
"Fund") and The Bank of New York, a New York corporation authorized to do a
banking business having its principal office and place of business at One Wall
Street, New York, New York 10286 ("Custodian").

                                   WITNESSETH:

that for and in consideration of the mutual promises hereinafter set forth the
Fund and Custodian agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     Whenever used in this Agreement, the following words shall have the
meanings set forth below:

     1. "AUTHORIZED PERSON" shall be any person, whether or not an officer or
employee of the Fund, duly authorized by the Fund's board to execute any
Certificate or to give any Oral Instruction with respect to one or more
Accounts, such persons to be designated in a Certificate annexed hereto as
Schedule I hereto or such other Certificate as may be received by Custodian from
time to time.

     2. "BNY AFFILIATE" shall mean any office, branch or subsidiary of The Bank
of New York Company, Inc.

     3. "BOOK-ENTRY SYSTEM" shall mean the Federal Reserve/Treasury book-entry
system for receiving and delivering securities, its successors and nominees.

     4. "BUSINESS DAY" shall mean any day on which Custodian and relevant
Depositories are open for business.

     5. "CERTIFICATE" shall mean any notice, instruction, or other instrument in
writing, authorized or required by this Agreement to be given to Custodian,
which is actually received by Custodian by letter or facsimile transmission and
signed on behalf of the Fund by an Authorized Person or a person reasonably
believed by Custodian to be an Authorized Person.

     6. "COMPOSITE CURRENCY UNIT" shall mean the Euro or any other composite
currency unit consisting of the aggregate of specified amounts of specified
currencies, as such unit may be constituted from time to time.
<PAGE>
     7. "DEPOSITORY" shall include (a) the Book-Entry System, (b) the Depository
Trust Company, (c) any other clearing agency or securities depository registered
with the Securities and Exchange Commission identified to the Fund from time to
time, and (d) the respective successors and nominees of the foregoing.

     8. "FOREIGN DEPOSITORY" shall mean (a) Euroclear, (b) Clearstream Banking,
societe anonyme, (c) each Eligible Securities Depository as defined in Rule
17f-7 under the Investment Company Act of 1940, as amended, identified to the
Fund from time to time, and (d) the respective successors and nominees of the
foregoing.

     9. "INSTRUCTIONS" shall mean communications transmitted by electronic or
telecommunications media, including S.W.I.F.T., computer-to-computer interface,
or dedicated transmission lines.

     10. "ORAL INSTRUCTIONS" shall mean verbal instructions received by
Custodian from an Authorized Person or from a person reasonably believed by
Custodian to be an Authorized Person.

     11. "SERIES" shall mean the various portfolios, if any, of the Fund listed
on Schedule II hereto, and if none are listed references to Series shall be
references to the Fund.

     12. "SECURITIES" shall include, without limitation, any common stock and
other equity securities, bonds, debentures and other debt securities, notes,
mortgages or other obligations, and any instruments representing rights to
receive, purchase, or subscribe for the same, or representing any other rights
or interests therein (whether represented by a certificate or held in a
Depository or by a Subcustodian).

     13. "SUBCUSTODIAN" shall mean a bank (including any branch thereof) or
other financial institution (other than a Foreign Depository) located outside
the U.S. which is utilized by Custodian in connection with the purchase, sale or
custody of Securities hereunder and identified to the Fund from time to time,
and their respective successors and nominees.

                                   ARTICLE II
                       APPOINTMENT OF CUSTODIAN; ACCOUNTS;
                   REPRESENTATIONS, WARRANTIES, AND COVENANTS

     1. (a) The Fund hereby appoints Custodian as custodian of all Securities
and cash at any time delivered to Custodian during the term of this Agreement,
and authorizes Custodian to hold Securities in registered form in its name or
the name of its nominees. Custodian hereby accepts such appointment and agrees
to establish and maintain one or more securities accounts and cash accounts for
each Series in which Custodian will hold Securities and cash as provided herein.
Custodian shall maintain books and records segregating the assets of each Series
from the assets of any other Series. Such accounts (each, an "Account";
collectively, the "Accounts") shall be in the name of the Fund.

          (b) Custodian may from time to time establish on its books and records
such sub-accounts within each Account as the Fund and Custodian may agree upon
(each a "Special


                                      -2-
<PAGE>
Account"), and Custodian shall reflect therein such assets as the Fund may
specify in a Certificate or Instructions.

          (c) Custodian may from time to time establish pursuant to a written
agreement with and for the benefit of a broker, dealer, future commission
merchant or other third party identified in a Certificate or Instructions such
accounts on such terms and conditions as the Fund and Custodian shall agree, and
Custodian shall transfer to such account such Securities and money as the Fund
may specify in a Certificate or Instructions.

     2. The Fund hereby represents and warrants, which representations and
warranties shall be continuing and shall be deemed to be reaffirmed upon each
delivery of a Certificate or each giving of Oral Instructions or Instructions by
the Fund, that:

          (a) It is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on its business as
now conducted, to enter into this Agreement, and to perform its obligations
hereunder;

          (b) This Agreement has been duly authorized, executed and delivered by
the Fund, approved by a resolution of its board, constitutes a valid and legally
binding obligation of the Fund, enforceable in accordance with its terms, and
there is no statute, regulation, rule, order or judgment binding on it, and no
provision of its charter or by-laws, nor of any mortgage, indenture, credit
agreement or other contract binding on it or affecting its property, which would
prohibit its execution or performance of this Agreement;

          (c) It is conducting its business in substantial compliance with all
applicable laws and requirements, both state and federal, and has obtained all
regulatory licenses, approvals and consents necessary to carry on its business
as now conducted;

          (d) It will not use the services provided by Custodian hereunder in
any manner that is, or will result in, a violation of any law, rule or
regulation applicable to the Fund;

          (e) Its board or its foreign custody manager, as defined in Rule 17f-5
under the Investment Company Act of 1940, as amended (the "40 Act"), has
determined that use of each Subcustodian (including any Replacement Custodian)
which Custodian is authorized to utilize in accordance with Section 1(a) of
Article III hereof satisfies the applicable requirements of the '40 Act and Rule
17f-5 thereunder;

          (f) The Fund or its investment adviser has determined that the custody
arrangements of each Foreign Depository provide reasonable safeguards against
the custody risks associated with maintaining assets with such Foreign
Depository within the meaning of Rule 17f-7 under the '40 Act;

          (g) It is fully informed of the protections and risks associated with
various methods of transmitting Instructions and Oral Instructions and
delivering Certificates to Custodian, shall, and shall cause each Authorized
Person, to safeguard and treat with extreme care any user and authorization
codes, passwords and/or authentication keys, understands that there may be more
secure methods of transmitting or delivering the same than the methods


                                      -3-
<PAGE>
selected by the Fund, agrees that the security procedures (if any) to be
utilized provide a commercially reasonable degree of protection in light of its
particular needs and circumstances, and acknowledges and agrees that
Instructions need not be reviewed by Custodian, may conclusively be presumed by
Custodian to have been given by person(s) duly authorized, and may be acted upon
as given;

          (h) It shall manage its borrowings, including, without limitation, any
advance or overdraft (including any day-light overdraft) in the Accounts, so
that the aggregate of its total borrowings for each Series does not exceed the
amount such Series is permitted to borrow under the '40 Act;

          (i) Its transmission or giving of, and Custodian acting upon and in
reliance on, Certificates, Instructions, or Oral Instructions pursuant to this
Agreement shall at all times comply with the '40 Act;

          (j) It shall impose and maintain restrictions on the destinations to
which cash may be disbursed by Instructions to ensure that each disbursement is
for a proper purpose; and

          (k) It has the right to make the pledge and grant the security
interest and security entitlement to Custodian contained in Section 1 of Article
V hereof, free of any right of redemption or prior claim of any other person or
entity, such pledge and such grants shall have a first priority subject to no
setoffs, counterclaims, or other liens or grants prior to or on a parity
therewith, and it shall take such additional steps as Custodian may require to
assure such priority.

     3. The Fund hereby covenants that it shall from time to time complete and
execute and deliver to Custodian upon Custodian's request a Form FR U-1 (or
successor form) whenever the Fund borrows from Custodian any money to be used
for the purchase or carrying of margin stock as defined in Federal Reserve
Regulation U.

                                  ARTICLE III
                          CUSTODY AND RELATED SERVICES

     1. (a) Subject to the terms hereof, the Fund hereby authorizes Custodian to
hold any Securities received by it from time to time for the Fund's account.
Custodian shall be entitled to utilize, subject to subsection (c) of this
Section 1, Depositories, Subcustodians, and, subject to subsection (d) of this
Section 1, Foreign Depositories, to the extent possible in connection with its
performance hereunder. Securities and cash held in a Depository or Foreign
Depository will be held subject to the rules, terms and conditions of such
entity. Securities and cash held through Subcustodians shall be held subject to
the terms and conditions of Custodian's agreements with such Subcustodians.
Subcustodians may be authorized to hold Securities in Foreign Depositories in
which such Subcustodians participate. Unless otherwise required by local law or
practice or a particular subcustodian agreement, Securities deposited with a
Subcustodian, a Depositary or a Foreign Depository will be held in a commingled
account, in the name of Custodian, holding only Securities held by Custodian as
custodian for its customers. Custodian shall identify on its books and records
the Securities and cash belonging to the Fund, whether held directly or
indirectly through Depositories, Foreign Depositories, or Subcustodians.
Custodian shall,


                                      -4-
<PAGE>
directly or indirectly through Subcustodians, Depositories, or Foreign
Depositories, endeavor, to the extent feasible, to hold Securities in the
country or other jurisdiction in which the principal trading market for such
Securities is located, where such Securities are to be presented for
cancellation and/or payment and/or registration, or where such Securities are
acquired. Custodian at any time may cease utilizing any Subcustodian and/or may
replace a Subcustodian with a different Subcustodian (the "Replacement
Subcustodian"). In the event Custodian selects a Replacement Subcustodian,
Custodian shall not utilize such Replacement Subcustodian until after the Fund's
board or foreign custody manager has determined that utilization of such
Replacement Subcustodian satisfies the requirements of the '40 Act and Rule
17f-5 thereunder.

          (b) Unless Custodian has received a Certificate or Instructions to the
contrary, Custodian shall hold Securities indirectly through a Subcustodian only
if (i) the Securities are not subject to any right, charge, security interest,
lien or claim of any kind in favor of such Subcustodian or its creditors or
operators, including a receiver or trustee in bankruptcy or similar authority,
except for a claim of payment for the safe custody or administration of
Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial
ownership of the Securities is freely transferable without the payment of money
or value other than for safe custody or administration.

          (c) With respect to each Depository, Custodian (i) shall exercise due
care in accordance with reasonable commercial standards in discharging its
duties as a securities intermediary to obtain and thereafter maintain Securities
or financial assets deposited or held in such Depository, and (ii) will provide,
promptly upon request by the Fund, such reports as are available concerning the
internal accounting controls and financial strength of Custodian.

          (d) With respect to each Foreign Depository, Custodian shall exercise
reasonable care, prudence, and diligence (i) to provide the Fund with an
analysis of the custody risks associated with maintaining assets with the
Foreign Depository, and (ii) to monitor such custody risks on a continuing basis
and promptly notify the Fund of any material change in such risks. The Fund
acknowledges and agrees that such analysis and monitoring shall be made on the
basis of, and limited by, information gathered from Subcustodians or through
publicly available information otherwise obtained by Custodian, and shall not
include any evaluation of Country Risks. As used herein the term "Country Risks"
shall mean with respect to any Foreign Depository: (a) the financial
infrastructure of the country in which it is organized, (b) such country's
prevailing custody and settlement practices, (c) nationalization, expropriation
or other governmental actions, (d) such country's regulation of the banking or
securities industry, (e) currency controls, restrictions, devaluations or
fluctuations, and (f) market conditions which affect the order execution of
securities transactions or affect the value of securities.

     2. Custodian shall furnish the Fund with an advice of daily transactions
(including a confirmation of each transfer of Securities) and a monthly summary
of all transfers to or from the Accounts.

     3. With respect to all Securities held hereunder, Custodian shall, unless
otherwise instructed to the contrary:


                                      -5-
<PAGE>
          (a) Receive all income and other payments and advise the Fund as
promptly as practicable of any such amounts due but not paid;

          (b) Present for payment and receive the amount paid upon all
Securities which may mature and advise the Fund as promptly as practicable of
any such amounts due but not paid;

          (c) Forward to the Fund copies of all information or documents that it
may actually receive from an issuer of Securities which, in the opinion of
Custodian, are intended for the beneficial owner of Securities;

          (d) Execute, as custodian, any certificates of ownership, affidavits,
declarations or other certificates under any tax laws now or hereafter in effect
in connection with the collection of bond and note coupons;

          (e) Hold directly or through a Depository, a Foreign Depository, or a
Subcustodian all rights and similar Securities issued with respect to any
Securities credited to an Account hereunder; and

          (f) Endorse for collection checks, drafts or other negotiable
instruments.

     4. (a) Custodian shall notify the Fund of rights or discretionary actions
with respect to Securities held hereunder, and of the date or dates by when such
rights must be exercised or such action must be taken, provided that Custodian
has actually received, from the issuer or the relevant Depository (with respect
to Securities issued in the United States) or from the relevant Subcustodian,
Foreign Depository, or a nationally or internationally recognized bond or
corporate action service to which Custodian subscribes, timely notice of such
rights or discretionary corporate action or of the date or dates such rights
must be exercised or such action must be taken. Absent actual receipt of such
notice, Custodian shall have no liability for failing to so notify the Fund.

          (b) Whenever Securities (including, but not limited to, warrants,
options, tenders, options to tender or non-mandatory puts or calls) confer
discretionary rights on the Fund or provide for discretionary action or
alternative courses of action by the Fund, the Fund shall be responsible for
making any decisions relating thereto and for directing Custodian to act. In
order for Custodian to act, it must receive the Fund's Certificate or
Instructions at Custodian's offices, addressed as Custodian may from time to
time request, not later than noon (New York time) at least two (2) Business Days
prior to the last scheduled date to act with respect to such Securities (or such
earlier date or time as Custodian may specify to the Fund). Absent Custodian's
timely receipt of such Certificate or Instructions, Custodian shall not be
liable for failure to take any action relating to or to exercise any rights
conferred by such Securities.

     5. All voting rights with respect to Securities, however registered, shall
be exercised by the Fund or its designee. For Securities issued in the United
States, Custodian's only duty shall be to mail to the Fund any documents
(including proxy statements, annual reports and signed proxies) actually
received by Custodian relating to the exercise of such voting rights. With


                                      -6-
<PAGE>
respect to Securities issued outside of the United States, Custodian's only duty
shall be to provide the Fund with access to a provider of global proxy services
at the Fund's request. The Fund shall be responsible for all costs associated
with its use of such services.

     6. Custodian shall promptly advise the Fund upon Custodian's actual receipt
of notification of the partial redemption, partial payment or other action
affecting less than all Securities of the relevant class. If Custodian, any
Subcustodian, any Depository, or any Foreign Depository holds any Securities in
which the Fund has an interest as part of a fungible mass, Custodian, such
Subcustodian, Depository, or Foreign Depository may select the Securities to
participate in such partial redemption, partial payment or other action in any
non-discriminatory manner that it customarily uses to make such selection.

     7. Custodian shall not under any circumstances accept bearer interest
coupons which have been stripped from United States federal, state or local
government or agency securities unless explicitly agreed to by Custodian in
writing.

     8. The Fund shall be liable for all taxes, assessments, duties and other
governmental charges, including any interest or penalty with respect thereto
("Taxes"), with respect to any cash or Securities held on behalf of the Fund or
any transaction related thereto. The Fund shall indemnify Custodian and each
Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or
any other withholding agent is required under applicable laws (whether by
assessment or otherwise) to pay on behalf of, or in respect of income earned by
or payments or distributions made to or for the account of the Fund (including
any payment of Tax required by reason of an earlier failure to withhold).
Custodian shall, or shall instruct the applicable Subcustodian or other
withholding agent to, withhold the amount of any Tax which is required to be
withheld under applicable law upon collection of any dividend, interest or other
distribution made with respect to any Security and any proceeds or income from
the sale, loan or other transfer of any Security. In the event that Custodian or
any Subcustodian is required under applicable law to pay any Tax on behalf of
the Fund, Custodian is hereby authorized to withdraw cash from any cash account
in the amount required to pay such Tax and to use such cash, or to remit such
cash to the appropriate Subcustodian or other withholding agent, for the timely
payment of such Tax in the manner required by applicable law. If the aggregate
amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian
shall promptly notify the Fund of the additional amount of cash (in the
appropriate currency) required, and the Fund shall directly deposit such
additional amount in the appropriate cash account promptly after receipt of such
notice, for use by Custodian as specified herein. In the event that Custodian
reasonably believes that Fund is eligible, pursuant to applicable law or to the
provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax
which is otherwise required to be withheld or paid on behalf of the Fund under
any applicable law, Custodian shall, or shall instruct the applicable
Subcustodian or withholding agent to, either withhold or pay such Tax at such
reduced rate or refrain from withholding or paying such Tax, as appropriate;
provided that Custodian shall have received from the Fund all documentary
evidence of residence or other qualification for such reduced rate or exemption
required to be received under such applicable law or treaty. In the event that
Custodian reasonably believes that a reduced rate of, or exemption from, any Tax
is obtainable only by means of an application for refund, Custodian and the
applicable Subcustodian shall have no responsibility for the accuracy or
validity of any forms or


                                      -7-
<PAGE>
documentation provided by the Fund to Custodian hereunder. The Fund hereby
agrees to indemnify and hold harmless Custodian and each Subcustodian in respect
of any liability arising from any underwithholding or underpayment of any Tax
which results from the inaccuracy or invalidity of any such forms or other
documentation, and such obligation to indemnify shall be a continuing obligation
of the Fund, its successors and assigns notwithstanding the termination of this
Agreement.

     9. (a) For the purpose of settling Securities and foreign exchange
transactions, the Fund shall provide Custodian with sufficient immediately
available funds for all transactions by such time and date as conditions in the
relevant market dictate. As used herein, "sufficient immediately available
funds" shall mean either (i) sufficient cash denominated in U.S. dollars to
purchase the necessary foreign currency, or (ii) sufficient applicable foreign
currency, to settle the transaction. Custodian shall provide the Fund with
immediately available funds each day which result from the actual settlement of
all sale transactions, based upon advices received by Custodian from
Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in
U.S. dollars or such other currency as the Fund may specify to Custodian.

          (b) Any foreign exchange transaction effected by Custodian in
connection with this Agreement may be entered with Custodian or a BNY Affiliate
acting as principal or otherwise through customary banking channels. The Fund
may issue a standing Certificate or Instructions with respect to foreign
exchange transactions, but Custodian may establish rules or limitations
concerning any foreign exchange facility made available to the Fund. The Fund
shall bear all risks of investing in Securities or holding cash denominated in a
foreign currency.

          (c) To the extent that Custodian has agreed to provide pricing or
other information services in connection with this Agreement, Custodian is
authorized to utilize any vendor (including brokers and dealers of Securities)
reasonably believed by Custodian to be reliable to provide such information. The
Fund understands that certain pricing information with respect to complex
financial instruments (e.g., derivatives) may be based on calculated amounts
rather than actual market transactions and may not reflect actual market values,
and that the variance between such calculated amounts and actual market values
may or may not be material. Where vendors do not provide information for
particular Securities or other property, an Authorized Person may advise
Custodian in a Certificate regarding the fair market value of, or provide other
information with respect to, such Securities or property as determined by it in
good faith. Custodian shall not be liable for any loss, damage or expense
incurred as a result of errors or omissions with respect to any pricing or other
information utilized by Custodian hereunder.

     10. Custodian shall promptly send to the Fund (a) any reports it receives
from a Depository on such Depository's system of internal accounting control,
and (b) such reports on its own system of internal accounting control as the
Fund may reasonably request from time to time."

     11. Until such time as Custodian receives a certificate to the contrary
with respect to a particular Security, Custodian may release the identity of the
Fund to an issuer which requests such information pursuant to the Shareholder
Communications Act of 1985 for the specific purpose of direct communications
between such issuer and shareholder.


                                      -8-
<PAGE>
                                   ARTICLE IV
                        PURCHASE AND SALE OF SECURITIES;
                               CREDITS TO ACCOUNT

     1. Promptly after each purchase or sale of Securities by the Fund, the Fund
shall deliver to Custodian a Certificate or Instructions, or with respect to a
purchase or sale of a Security generally required to be settled on the same day
the purchase or sale is made, Oral Instructions specifying all information
Custodian may reasonably request to settle such purchase or sale. Custodian
shall account for all purchases and sales of Securities on the actual settlement
date unless otherwise agreed by Custodian.

     2. The Fund understands that when Custodian is instructed to deliver
Securities against payment, delivery of such Securities and receipt of payment
therefor may not be completed simultaneously. Notwithstanding any provision in
this Agreement to the contrary, settlements, payments and deliveries of
Securities may be effected by Custodian or any Subcustodian in accordance with
the customary or established securities trading or securities processing
practices and procedures in the jurisdiction in which the transaction occurs,
including, without limitation, delivery to a purchaser or dealer therefor (or
agent) against receipt with the expectation of receiving later payment for such
Securities. The Fund assumes full responsibility for all risks, including,
without limitation, credit risks, involved in connection with such deliveries of
Securities.

     3. Custodian may, as a matter of bookkeeping convenience or by separate
agreement with the Fund, credit the Account with the proceeds from the sale,
redemption or other disposition of Securities or interest, dividends or other
distributions payable on Securities prior to its actual receipt of final payment
therefor. All such credits shall be conditional until Custodian's actual receipt
of final payment and may be reversed by Custodian to the extent that final
payment is not received. Payment with respect to a transaction will not be
"final" until Custodian shall have received immediately available funds which
under applicable local law, rule and/or practice are irreversible and not
subject to any security interest, levy or other encumbrance, and which are
specifically applicable to such transaction.

                                   ARTICLE V
                           OVERDRAFTS OR INDEBTEDNESS

     1. If Custodian should in its sole discretion advance funds on behalf of
any Series which results in an overdraft (including, without limitation, any
day-light overdraft) because the money held by Custodian in an Account for such
Series shall be insufficient to pay the total amount payable upon a purchase of
Securities specifically allocated to such Series, as set forth in a Certificate,
Instructions or Oral Instructions, or if an overdraft arises in the separate
account of a Series for some other reason, including, without limitation,
because of a reversal of a conditional credit or the purchase of any currency,
or if the Fund is for any other reason indebted to Custodian with respect to a
Series, including any indebtedness to The Bank of New York under the Fund's Cash
Management and Related Services Agreement (except a borrowing for


                                      -9-
<PAGE>
investment or for temporary or emergency purposes using Securities as collateral
pursuant to a separate agreement and subject to the provisions of Section 2 of
this Article), such overdraft or indebtedness shall be deemed to be a loan made
by Custodian to the Fund for such Series payable on demand and shall bear
interest from the date incurred at a rate per annum ordinarily charged by
Custodian to its institutional customers, as such rate may be adjusted from time
to time. In addition, the Fund hereby agrees that Custodian shall to the maximum
extent permitted by law have a continuing lien, security interest, and security
entitlement in and to any property, including, without limitation, any
investment property or any financial asset, of such Series at any time held by
Custodian for the benefit of such Series or in which such Series may have an
interest which is then in Custodian's possession or control or in possession or
control of any third party acting in Custodian's behalf. The Fund authorizes
Custodian, in its sole discretion, at any time to charge any such overdraft or
indebtedness together with interest due thereon against any balance of account
standing to such Series' credit on Custodian's books.

     2. If the Fund borrows money from any bank (including Custodian if the
borrowing is pursuant to a separate agreement) for investment or for temporary
or emergency purposes using Securities held by Custodian hereunder as collateral
for such borrowings, the Fund shall deliver to Custodian a Certificate
specifying with respect to each such borrowing: (a) the Series to which such
borrowing relates; (b) the name of the bank, (c) the amount of the borrowing,
(d) the time and date, if known, on which the loan is to be entered into, (e)
the total amount payable to the Fund on the borrowing date, (f) the Securities
to be delivered as collateral for such loan, including the name of the issuer,
the title and the number of shares or the principal amount of any particular
Securities, and (g) a statement specifying whether such loan is for investment
purposes or for temporary or emergency purposes and that such loan is in
conformance with the '40 Act and the Fund's prospectus. Custodian shall deliver
on the borrowing date specified in a Certificate the specified collateral
against payment by the lending bank of the total amount of the loan payable,
provided that the same conforms to the total amount payable as set forth in the
Certificate. Custodian may, at the option of the lending bank, keep such
collateral in its possession, but such collateral shall be subject to all rights
therein given the lending bank by virtue of any promissory note or loan
agreement. Custodian shall deliver such Securities as additional collateral as
may be specified in a Certificate to collateralize further any transaction
described in this Section. The Fund shall cause all Securities released from
collateral status to be returned directly to Custodian, and Custodian shall
receive from time to time such return of collateral as may be tendered to it. In
the event that the Fund fails to specify in a Certificate the Series, the name
of the issuer, the title and number of shares or the principal amount of any
particular Securities to be delivered as collateral by Custodian, Custodian
shall not be under any obligation to deliver any Securities.

                                   ARTICLE VI
                          SALE AND REDEMPTION OF SHARES

     1. Whenever the Fund shall sell any shares issued by the Fund ("Shares") it
shall deliver to Custodian a Certificate or Instructions specifying the amount
of money and/or Securities to be received by Custodian for the sale of such
Shares and specifically allocated to an Account for such Series.


                                      -10-
<PAGE>
     2. Upon receipt of such money, Custodian shall credit such money to an
Account in the name of the Series for which such money was received.

     3. Except as provided hereinafter, whenever the Fund desires Custodian to
make payment out of the money held by Custodian hereunder in connection with a
redemption of any Shares, it shall furnish to Custodian (a) a resolution of the
Fund's board directing the Fund's transfer agent to redeem the Shares, and (b) a
Certificate or Instructions specifying the total amount to be paid for such
Shares. Custodian shall make payment of such total amount to the transfer agent
specified in such Certificate or Instructions out of the money held in an
Account of the appropriate Series.

                                  ARTICLE VII
                      PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

     1. Whenever the Fund shall determine to pay a dividend or distribution on
Shares it shall furnish to Custodian Instructions or a Certificate setting forth
with respect to the Series specified therein the date of the declaration of such
dividend or distribution, the total amount payable, and the payment date.

     2. Upon the payment date specified in such Instructions or Certificate,
Custodian shall pay out of the money held for the account of such Series the
total amount payable to the dividend agent of the Fund specified therein.

                                  ARTICLE VIII
                              CONCERNING CUSTODIAN

     1. (a) Except as otherwise expressly provided herein, Custodian shall not
be liable for any costs, expenses, damages, liabilities or claims, including
attorneys' and accountants' fees (collectively, "Losses"), incurred by or
asserted against the Fund, except those Losses arising out of Custodian's own
negligence or willful misconduct. Custodian shall have no liability whatsoever
for the action or inaction of any Depositories or of any Foreign Depositories,
except in each case to the extent such action or inaction is a direct result of
the Custodian's failure to fulfill its duties hereunder. With respect to any
Losses incurred by the Fund as a result of the acts or any failures to act by
any Subcustodian (other than a BNY Affiliate), Custodian shall take appropriate
action to recover such Losses from such Subcustodian; and Custodian's sole
responsibility and liability to the Fund shall be limited to amounts so received
from such Subcustodian (exclusive of costs and expenses incurred by Custodian).
In no event shall Custodian be liable to the Fund or any third party for
special, indirect or consequential damages, or lost profits or loss of business,
arising in connection with this Agreement, nor shall BNY or any Subcustodian be
liable: (i) for acting in accordance with any Certificate or Oral Instructions
actually received by Custodian and reasonably believed by Custodian to be given
by an Authorized Person; (ii) for acting in accordance with Instructions without
reviewing the same; (iii) for conclusively presuming that all Instructions are
given only by person(s) duly authorized; (iv) for conclusively presuming that
all disbursements of cash directed by the Fund, whether by a Certificate, an
Oral Instruction, or an Instruction, are in accordance with Section 2(i) of
Article II hereof; (v) for holding property in any particular country,
including, but not limited to, Losses


                                      -11-
<PAGE>
resulting from nationalization, expropriation or other governmental actions;
regulation of the banking or securities industry; exchange or currency controls
or restrictions, devaluations or fluctuations; availability of cash or
Securities or market conditions which prevent the transfer of property or
execution of Securities transactions or affect the value of property; (vi) for
any Losses due to forces beyond the control of Custodian, including without
limitation strikes, work stoppages, acts of war or terrorism, insurrection,
revolution, nuclear or natural catastrophes or acts of God, or interruptions,
loss or malfunctions of utilities, communications or computer (software and
hardware) services; (vii) for the insolvency of any Subcustodian (other than a
BNY Affiliate), any Depository, or, except to the extent such action or inaction
is a direct result of the Custodian's failure to fulfill its duties hereunder,
any Foreign Depository; or (viii) for any Losses arising from the applicability
of any law or regulation now or hereafter in effect, or from the occurrence of
any event, including, without limitation, implementation or adoption of any
rules or procedures of a Foreign Depository, which may affect, limit, prevent or
impose costs or burdens on, the transferability, convertibility, or availability
of any currency or Composite Currency Unit in any country or on the transfer of
any Securities, and in no event shall Custodian be obligated to substitute
another currency for a currency (including a currency that is a component of a
Composite Currency Unit) whose transferability, convertibility or availability
has been affected, limited, or prevented by such law, regulation or event, and
to the extent that any such law, regulation or event imposes a cost or charge
upon Custodian in relation to the transferability, convertibility, or
availability of any cash currency or Composite Currency Unit, such cost or
charge shall be for the account of the Fund, and Custodian may treat any account
denominated in an affected currency as a group of separate accounts denominated
in the relevant component currencies.

          (b) Custodian may enter into subcontracts, agreements and
understandings with any BNY Affiliate, whenever and on such terms and conditions
as it deems necessary or appropriate to perform its services hereunder. No such
subcontract, agreement or understanding shall discharge Custodian from its
obligations hereunder.

          (c) The Fund agrees to indemnify Custodian and hold Custodian harmless
from and against any and all Losses sustained or incurred by or asserted against
Custodian by reason of or as a result of any action or inaction, or arising out
of Custodian's performance hereunder, including reasonable fees and expenses of
counsel incurred by Custodian in a successful defense of claims by the Fund;
provided however, that the Fund shall not indemnify Custodian for those Losses
arising out of Custodian's own negligence or willful misconduct. This indemnity
shall be a continuing obligation of the Fund, its successors and assigns,
notwithstanding the termination of this Agreement.

     2. Without limiting the generality of the foregoing, Custodian shall be
under no obligation to inquire into, and shall not be liable for:

          (a) Any Losses incurred by the Fund or any other person as a result of
the receipt or acceptance of fraudulent, forged or invalid Securities, or
Securities which are otherwise not freely transferable or deliverable without
encumbrance in any relevant market;


                                      -12-
<PAGE>
          (b) The validity of the issue of any Securities purchased, sold, or
written by or for the Fund, the legality of the purchase, sale or writing
thereof, or the propriety of the amount paid or received therefor;

          (c) The legality of the sale or redemption of any Shares, or the
propriety of the amount to be received or paid therefor;

          (d) The legality of the declaration or payment of any dividend or
distribution by the Fund;

          (e) The legality of any borrowing by the Fund;

          (f) The legality of any loan of portfolio Securities, nor shall
Custodian be under any duty or obligation to see to it that any cash or
collateral delivered to it by a broker, dealer or financial institution or held
by it at any time as a result of such loan of portfolio Securities is adequate
security for the Fund against any loss it might sustain as a result of such
loan, which duty or obligation shall be the sole responsibility of the Fund. In
addition, Custodian shall be under no duty or obligation to see that any broker,
dealer or financial institution to which portfolio Securities of the Fund are
lent makes payment to it of any dividends or interest which are payable to or
for the account of the Fund during the period of such loan or at the termination
of such loan, provided, however that Custodian shall promptly notify the Fund in
the event that such dividends or interest are not paid and received when due;

          (g) The sufficiency or value of any amounts of money and/or Securities
held in any Special Account in connection with transactions by the Fund; whether
any broker, dealer, futures commission merchant or clearing member makes payment
to the Fund of any variation margin payment or similar payment which the Fund
may be entitled to receive from such broker, dealer, futures commission merchant
or clearing member, or whether any payment received by Custodian from any
broker, dealer, futures commission merchant or clearing member is the amount the
Fund is entitled to receive, or to notify the Fund of Custodian's receipt or
non-receipt of any such payment; or

          (h) Whether any Securities at any time delivered to, or held by it or
by any Subcustodian, for the account of the Fund and specifically allocated to a
Series are such as properly may be held by the Fund or such Series under the
provisions of its then current prospectus and statement of additional
information, or to ascertain whether any transactions by the Fund, whether or
not involving Custodian, are such transactions as may properly be engaged in by
the Fund.

     3. Custodian may, with respect to questions of law specifically regarding
an Account, obtain the advice of counsel and shall be fully protected with
respect to anything done or omitted by it in good faith in conformity with such
advice.

     4. Custodian shall be under no obligation to take action to collect any
amount payable on Securities in default, or if payment is refused after due
demand and presentment.


                                      -13-
<PAGE>
     5. Custodian shall have no duty or responsibility to inquire into, make
recommendations, supervise, or determine the suitability of any transactions
affecting any Account.

     6. The Fund shall pay to Custodian the fees and charges as may be
specifically agreed upon from time to time and such other fees and charges at
Custodian's standard rates for such services as may be applicable. The Fund
shall reimburse Custodian for all costs associated with the conversion of the
Fund's Securities hereunder and the transfer of Securities and records kept in
connection with this Agreement. The Fund shall also reimburse Custodian for
out-of-pocket expenses which are a normal incident of the services provided
hereunder.

     7. Custodian has the right to debit any cash account for any amount payable
by the Fund in connection with any and all obligations of the Fund to Custodian.
In addition to the rights of Custodian under applicable law and other
agreements, at any time when the Fund shall not have honored any of its
obligations to Custodian, Custodian shall have the right without notice to the
Fund to retain or set-off, against such obligations of the Fund, any Securities
or cash Custodian or a BNY Affiliate may directly or indirectly hold for the
account of the Fund, and any obligations (whether matured or unmatured) that
Custodian or a BNY Affiliate may have to the Fund in any currency or Composite
Currency Unit. Any such asset of, or obligation to, the Fund may be transferred
to Custodian and any BNY Affiliate in order to effect the above rights.

     8. The Fund agrees to forward to Custodian a Certificate or Instructions
confirming Oral Instructions by the close of business of the same day that such
Oral Instructions are given to Custodian. The Fund agrees that the fact that
such confirming Certificate or Instructions are not received or that a contrary
Certificate or contrary Instructions are received by Custodian shall in no way
affect the validity or enforceability of transactions authorized by such Oral
Instructions and effected by Custodian. If the Fund elects to transmit
Instructions through an on-line communications system offered by Custodian, the
Fund's use thereof shall be subject to the Terms and Conditions attached as
Appendix I hereto, and Custodian shall provide user and authorization codes,
passwords and authentication keys only to an Authorized Person or a person
reasonably believed by Custodian to be an Authorized Person.

     9. The books and records pertaining to the Fund which are in possession of
Custodian shall be the property of the Fund. Such books and records shall be
prepared and maintained as required by the '40 Act and the rules thereunder. The
Fund, or its authorized representatives, shall have access to such books and
records during Custodian's normal business hours. Upon the reasonable request of
the Fund, copies of any such books and records shall be provided by Custodian to
the Fund or its authorized representative. Upon the reasonable request of the
Fund, Custodian shall provide in hard copy or on computer disc any records
included in any such delivery which are maintained by Custodian on a computer
disc, or are similarly maintained.

     10. It is understood that Custodian is authorized to supply any information
regarding the Accounts which is required by any law, regulation or rule now or
hereafter in effect. The Custodian shall provide the Fund with any report
obtained by the Custodian on the system of internal accounting control of a
Depository, and with such reports on its own system of internal accounting
control as the Fund may reasonably request from time to time.


                                      -14-
<PAGE>
     11. Custodian shall have no duties or responsibilities whatsoever except
such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied against Custodian in
connection with this Agreement.

                                   ARTICLE IX
                                   TERMINATION

     1. Either of the parties hereto may terminate this Agreement by giving to
the other party a notice in writing specifying the date of such termination,
which shall be not less than sixty (60) days after the date of giving of such
notice. In the event such notice is given by the Fund, it shall be accompanied
by a copy of a resolution of the board of the Fund, certified by the Secretary
or any Assistant Secretary, electing to terminate this Agreement and designating
a successor custodian or custodians, each of which shall be a bank or trust
company having not less than $2,000,000 aggregate capital, surplus and undivided
profits. In the event such notice is given by Custodian, the Fund shall, on or
before the termination date, deliver to Custodian a copy of a resolution of the
board of the Fund, certified by the Secretary or any Assistant Secretary,
designating a successor custodian or custodians. In the absence of such
designation by the Fund, Custodian may designate a successor custodian which
shall be a bank or trust company having not less than $2,000,000 aggregate
capital, surplus and undivided profits. Upon the date set forth in such notice
this Agreement shall terminate, and Custodian shall upon receipt of a notice of
acceptance by the successor custodian on that date deliver directly to the
successor custodian all Securities and money then owned by the Fund and held by
it as Custodian, after deducting all fees, expenses and other amounts for the
payment or reimbursement of which it shall then be entitled.

     2. If a successor custodian is not designated by the Fund or Custodian in
accordance with the preceding Section, the Fund shall upon the date specified in
the notice of termination of this Agreement and upon the delivery by Custodian
of all Securities (other than Securities which cannot be delivered to the Fund)
and money then owned by the Fund be deemed to be its own custodian and Custodian
shall thereby be relieved of all duties and responsibilities pursuant to this
Agreement, other than the duty with respect to Securities which cannot be
delivered to the Fund to hold such Securities hereunder in accordance with this
Agreement.

                                    ARTICLE X
                                  MISCELLANEOUS

     1. The Fund agrees to furnish to Custodian a new Certificate of Authorized
Persons in the event of any change in the then present Authorized Persons. Until
such new Certificate is received, Custodian shall be fully protected in acting
upon Certificates or Oral Instructions of such present Authorized Persons.

     2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to Custodian, shall be sufficiently given if
addressed to Custodian and received by it at its offices at 1 Wall Street, New
York, New York 10286, or at such other place as Custodian may from time to time
designate in writing.


                                      -15-
<PAGE>
     3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund shall be sufficiently given if addressed
to the Fund and received by it at its offices at 2020 Calamos Court,
Naperville, Illinois, 60563-2787, Attention: James S. Hamman, Jr., Secretary, or
at such other place as the Fund may from time to time designate in writing.

     4. Each and every right granted to either party hereunder or under any
other document delivered hereunder or in connection herewith, or allowed it by
law or equity, shall be cumulative and may be exercised from time to time. No
failure on the part of either party to exercise, and no delay in exercising, any
right will operate as a waiver thereof, nor will any single or partial exercise
by either party of any right preclude any other or future exercise thereof or
the exercise of any other right.

     5. In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any exclusive jurisdiction, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected thereby. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties, except that any
amendment to the Schedule I hereto need be signed only by the Fund and any
amendment to Appendix I hereto need be signed only by Custodian. This Agreement
shall extend to and shall be binding upon the parties hereto, and their
respective successors and assigns; provided, however, that this Agreement shall
not be assignable by either party without the written consent of the other.

     6. This Agreement shall be construed in accordance with the substantive
laws of the State of New York, without regard to conflicts of laws principles
thereof. The Fund and Custodian hereby consent to the jurisdiction of a state or
federal court situated in New York City, New York in connection with any dispute
arising hereunder. The Fund hereby irrevocably waives, to the fullest extent
permitted by applicable law, any objection which it may now or hereafter have to
the laying of venue of any such proceeding brought in such a court and any claim
that such proceeding brought in such a court has been brought in an inconvenient
forum. The Fund and Custodian each hereby irrevocably waives any and all rights
to trial by jury in any legal proceeding arising out of or relating to this
Agreement.

     7. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.


                                      -16-
<PAGE>
     IN WITNESS WHEREOF, the Fund and Custodian have caused this Agreement to be
executed by their respective officers, thereunto duly authorized, as of the day
and year first above written.

                                        CALAMOS GLOBAL TOTAL RETURN FUND


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------
                                        Tax Identification No:
                                                               -----------------


                                        THE BANK OF NEW YORK


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


                                      -17-
<PAGE>
                                   SCHEDULE I
                        CERTIFICATE OF AUTHORIZED PERSONS

                   (THE FUND - ORAL AND WRITTEN INSTRUCTIONS)

     The undersigned hereby certifies that he/she is the duly elected and acting
________________________ of Calamos Strategic Total Return Fund (the "Fund"),
and further certifies that the following officers or employees of the Fund have
been duly authorized in conformity with the Fund's Declaration of Trust and
By-Laws to deliver Certificates and Oral Instructions to The Bank of New York
("Custodian") pursuant to the Custody Agreement between the Fund and Custodian
dated _______________, and that the signatures appearing opposite their names
are true and correct:

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


- --------------------------   -------------------------   -----------------------
Name                         Title                       Signature


- --------------------------   -------------------------   -----------------------
Name                         Title                       Signature


- --------------------------   -------------------------   -----------------------
Name                         Title                       Signature


- --------------------------   -------------------------   -----------------------
Name                         Title                       Signature


- --------------------------   -------------------------   -----------------------
Name                         Title                       Signature


- --------------------------   -------------------------   -----------------------
Name                         Title                       Signature


- --------------------------   -------------------------   -----------------------
Name                         Title                       Signature
</TABLE>

     This certificate supersedes any certificate of Authorized Persons you may
currently have on file.

[seal]


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

Date:
      -------------
<PAGE>
                                   SCHEDULE II

                                     SERIES
<PAGE>
                                   APPENDIX I

                              THE BANK OF NEW YORK

                  ON-LINE COMMUNICATIONS SYSTEM (THE "SYSTEM")

                              TERMS AND CONDITIONS

     1. License; Use. Upon delivery to an Authorized Person or a person
reasonably believed by Custodian to be an Authorized Person the Fund of software
enabling the Fund to obtain access to the System (the "Software"), Custodian
grants to the Fund a personal, nontransferable and nonexclusive license to use
the Software solely for the purpose of transmitting Written Instructions,
receiving reports, making inquiries or otherwise communicating with Custodian in
connection with the Account(s). The Fund shall use the Software solely for its
own internal and proper business purposes and not in the operation of a service
bureau. Except as set forth herein, no license or right of any kind is granted
to the Fund with respect to the Software. The Fund acknowledges that Custodian
and its suppliers retain and have title and exclusive proprietary rights to the
Software, including any trade secrets or other ideas, concepts, know-how,
methodologies, or information incorporated therein and the exclusive rights to
any copyrights, trademarks and patents (including registrations and applications
for registration of either), or other statutory or legal protections available
in respect thereof. The Fund further acknowledges that all or a part of the
Software may be copyrighted or trademarked (or a registration or claim made
therefor) by Custodian or its suppliers. The Fund shall not take any action with
respect to the Software inconsistent with the foregoing acknowledgments, nor
shall you attempt to decompile, reverse engineer or modify the Software. The
Fund may not copy, sell, lease or provide, directly or indirectly, any of the
Software or any portion thereof to any other person or entity without
Custodian's prior written consent. The Fund may not remove any statutory
copyright notice or other notice included in the Software or on any media
containing the Software. The Fund shall reproduce any such notice on any
reproduction of the Software and shall add any statutory copyright notice or
other notice to the Software or media upon Custodian's request.

     2. Equipment. The Fund shall obtain and maintain at its own cost and
expense all equipment and services, including but not limited to communications
services, necessary for it to utilize the Software and obtain access to the
System, and Custodian shall not be responsible for the reliability or
availability of any such equipment or services.

     3. Proprietary Information. The Software, any data base and any proprietary
data, processes, information and documentation made available to the Fund (other
than which are or become part of the public domain or are legally required to be
made available to the public) (collectively, the "Information"), are the
exclusive and confidential property of Custodian or its suppliers. The Fund
shall keep the Information
<PAGE>
confidential by using the same care and discretion that the Fund uses with
respect to its own confidential property and trade secrets, but not less than
reasonable care. Upon termination of the Agreement or the Software license
granted herein for any reason, the Fund shall return to Custodian any and all
copies of the Information which are in its possession or under its control.

     4. Modifications. Custodian reserves the right to modify the Software from
time to time and the Fund shall install new releases of the Software as
Custodian may direct. The Fund agrees not to modify or attempt to modify the
Software without Custodian's prior written consent. The Fund acknowledges that
any modifications to the Software, whether by the Fund or Custodian and whether
with or without Custodian's consent, shall become the property of Custodian.

     5. NO REPRESENTATIONS OR WARRANTIES. CUSTODIAN AND ITS MANUFACTURERS AND
SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE,
SERVICES OR ANY DATABASE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT
NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. THE FUND ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND ANY DATABASE ARE
PROVIDED "AS IS." IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY
DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE FUND MAY
INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF
CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE
OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF
COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR
CAUSE BEYOND THEIR REASONABLE CONTROL.

     6. Security; Reliance; Unauthorized Use. The Fund will cause all persons
utilizing the Software and System to treat all applicable user and authorization
codes, passwords and authentication keys with extreme care, and it will
establish internal control and safekeeping procedures to restrict the
availability of the same to persons duly authorized to give Instructions.
Custodian is hereby irrevocably authorized to act in accordance with and rely on
Instructions received by it through the System. The Fund acknowledges that it is
its sole responsibility to assure that only persons duly authorized use the
System and that Custodian shall not be responsible nor liable for any
unauthorized use thereof.
<PAGE>
     7. System Acknowledgments. Custodian shall acknowledge through the System
its receipt of each transmission communicated through the System, and in the
absence of such acknowledgment Custodian shall not be liable for any failure to
act in accordance with such transmission and the Fund may not claim that such
transmission was received by Custodian.

     8. EXPORT RESTRICTIONS. EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED
STATES LAW. THE FUND MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER,
TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER
COUNTRY. IF CUSTODIAN DELIVERED THE SOFTWARE TO THE FUND OUTSIDE OF THE UNITED
STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE
EXPORTER ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS
PROHIBITED. The Fund hereby authorizes Custodian to report its name and address
to government agencies to which Custodian is required to provide such
information by law.

     9. ENCRYPTION. The Fund acknowledges and agrees that encryption may not be
available for every communication through the System, or for all data. The Fund
agrees that Custodian may deactivate any encryption features at any time,
without notice or liability to the Fund, for the purpose of maintaining,
repairing or troubleshooting the System or the Software.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.J.2
<SEQUENCE>9
<FILENAME>c97003a3exv99wjw2.txt
<DESCRIPTION>FORM OF FOREIGN CUSTODY MANAGER
<TEXT>
<PAGE>
                                                                     Exhibit j 2

                       FOREIGN CUSTODY MANAGER AGREEMENT

     AGREEMENT made as of October 27, 2005 between Calamos Global Total Return
Fund (the "Fund") and The Bank of New York ("BNY").

                                   WITNESSETH:

     WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager on
the terms and conditions contained herein;

     WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the
duties set forth herein on the terms and conditions contained herein;

     NOW THEREFORE, in consideration of the mutual promises hereinafter
contained in this Agreement, the Fund and BNY hereby agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS

     Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:

     1. "BOARD" shall mean the board of directors or board of trustees, as the
case may be, of the Fund.

     2. "ELIGIBLE FOREIGN CUSTODIAN" shall have the meaning provided in the
Rule.

     3. "MONITORING SYSTEM" shall mean a system established by BNY to fulfill
the Responsibilities specified in clauses (d) and (e) of Section 1 of Article
III of this Agreement.

     4. "RESPONSIBILITIES" shall mean the responsibilities delegated to BNY
under the Rule as a Foreign Custody Manager with respect to each Specified
Country and each Eligible Foreign Custodian selected by BNY, as such
responsibilities are more fully described in Article III of this Agreement.

     5. "RULE" shall mean Rule 17f-5 under the Investment Company Act of 1940,
as amended on June 12, 2000.

     6. "SPECIFIED COUNTRY" shall mean each country listed on Schedule I
attached hereto and each country, other than the United States, constituting the
primary market for a security with respect to which the Fund has given
settlement instructions to The Bank of New York as custodian (the "Custodian")
under its Custody Agreement with the Fund.
<PAGE>
                                   ARTICLE II.
                        BNY AS A FOREIGN CUSTODY MANAGER

     1. The Fund on behalf of its Board hereby delegates to BNY with respect to
each Specified Country the Responsibilities.

     2. BNY accepts the Board's delegation of Responsibilities with respect to
each Specified Country and agrees in performing the Responsibilities as a
Foreign Custody Manager to exercise reasonable care, prudence and diligence such
as a person having responsibility for the safekeeping of the Fund's assets would
exercise.

     3. BNY shall provide to the Board at such times as the Board deems
reasonable and appropriate based on the circumstances of the Fund's foreign
custody arrangements written reports notifying the Board of the placement of
assets of the Fund with a particular Eligible Foreign Custodian within a
Specified Country and of any material change in the arrangements (including the
contract governing such arrangements) with respect to assets of the Fund with
any such Eligible Foreign Custodian.

                                  ARTICLE III.
                                RESPONSIBILITIES

     1. Subject to the provisions of this Agreement, BNY shall with respect to
each Specified Country select an Eligible Foreign Custodian. In connection
therewith, BNY shall: (a) determine that assets of the Fund held by such
Eligible Foreign Custodian will be subject to reasonable care, based on the
standards applicable to custodians in the relevant market in which such Eligible
Foreign Custodian operates, after considering all factors relevant to the
safekeeping of such assets, including, without limitation, those contained in
paragraph (c)(1) of the Rule; (b) determine that the Fund's foreign custody
arrangements with each Eligible Foreign Custodian are governed by a written
contract with the Custodian which will provide reasonable care for the Fund's
assets based on the standards specified in paragraph (c)(1) of the Rule; (c)
determine that each contract with an Eligible Foreign Custodian shall include
the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or,
alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F)
provisions, such other provisions as BNY determines will provide, in their
entirety, the same or a greater level of care and protection for the assets of
the Fund as such specified provisions; (d) monitor pursuant to the Monitoring
System the appropriateness of maintaining the assets of the Fund with a
particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule
and the performance of the contract governing such arrangement; and (e) advise
the Fund whenever BNY determines under the Monitoring System that an arrangement
(including, any material change in the contract governing such arrangement)
described in preceding clause (d) no longer meets the requirements of the Rule.

     2. For purposes of preceding Section 1 of this Article, BNY's determination
of appropriateness shall not include, nor be deemed to include, any evaluation
of Country Risks associated with investment in a particular country. For
purposes hereof, "Country Risks" shall mean systemic risks of holding assets in
a particular country including but not limited to (a) an


                                       -2-
<PAGE>
Eligible Foreign Custodian's use of any depositories that act as or operate a
system or a transnational system for the central handling of securities or any
equivalent book-entries; (b) such country's financial infrastructure; (c) such
country's prevailing custody and settlement practices; (d) nationalization,
expropriation or other governmental actions; (e) regulation of the banking or
securities industry; (f) currency controls, restrictions, devaluations or
fluctuations; and (g) market conditions which affect the orderly execution of
securities transactions or affect the value of securities.

                                   ARTICLE IV.
                                REPRESENTATIONS

     1. The Fund hereby represents that: (a) this Agreement has been duly
authorized, executed and delivered by the Fund, constitutes a valid and legally
binding obligation of the Fund enforceable in accordance with its terms, and no
statute, regulation, rule, order, judgment or contract binding on the Fund
prohibits the Fund's execution or performance of this Agreement; (b) this
Agreement has been approved and ratified by the Board at a meeting duly called
and at which a quorum was at all times present, and (c) the Board or the Fund's
investment advisor has considered the Country Risks associated with investment
in each Specified Country and will have considered such risks prior to any
settlement instructions being given to the Custodian with respect to any other
country.

     2. BNY hereby represents that: (a) BNY is duly organized and existing under
the laws of the State of New York, with full power to carry on its businesses as
now conducted, and to enter into this Agreement and to perform its obligations
hereunder; (b) this Agreement has been duly authorized, executed and delivered
by BNY, constitutes a valid and legally binding obligation of BNY enforceable in
accordance with its terms, and no statute, regulation, rule, order, judgment or
contract binding on BNY prohibits BNY's execution or performance of this
Agreement; and (c) BNY has established the Monitoring System.

                                   ARTICLE V.
                                 CONCERNING BNY

     1. BNY shall not be liable for any costs, expenses, damages, liabilities or
claims, including attorneys' and accountants' fees, sustained or incurred by, or
asserted against, the Fund except to the extent the same arises out of the
failure of BNY to exercise the care, prudence and diligence required by Section
2 of Article II hereof. In no event shall BNY be liable to the Fund, the Board,
or any third party for special, indirect or consequential damages, or for lost
profits or loss of business, arising in connection with this Agreement.

     2. The Fund shall indemnify BNY and hold it harmless from and against any
and all costs, expenses, damages, liabilities or claims, including attorneys'
and accountants' fees, sustained or incurred by, or asserted against, BNY by
reason or as a result of any action or inaction, or arising out of BNY's
performance hereunder, provided that the Fund shall not indemnify BNY to the
extent any such costs, expenses, damages, liabilities or claims arises out of
BNY's failure to exercise the reasonable care, prudence and diligence required
by Section 2 of Article II hereof.


                                       -3-
<PAGE>
     3. For its services hereunder, the Fund agrees to pay to BNY such
compensation and out-of-pocket expenses as shall be mutually agreed.

     4. BNY shall have only such duties as are expressly set forth herein. In no
event shall BNY be liable for any Country Risks associated with investments in a
particular country.

                                   ARTICLE VI.
                                  MISCELLANEOUS

     1. This Agreement constitutes the entire agreement between the Fund and BNY
as a foreign custody manager, and no provision in the Custody Agreement between
the Fund and the Custodian shall affect the duties and obligations of BNY
hereunder, nor shall any provision in this Agreement affect the duties or
obligations of the Custodian under the Custody Agreement.

     2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to BNY, shall be sufficiently given if received by it
at its offices at 1 Wall Street, 25th Floor, New York, New York 10286, or at
such other place as BNY may from time to time designate in writing.

     3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund shall be sufficiently given if received
by it at its offices at c/o Calamos Asset Management, Inc., 2020 Calamos Court,
Naperville, Illinois, 60563-2787, Attention: James S. Hamman, Jr., Secretary, or
at such other place as the Fund may from time to time designate in writing.

     4. In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
thereby. This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties. This Agreement shall extend to and
shall be binding upon the parties hereto, and their respective successors and
assigns; provided however, that this Agreement shall not be assignable by either
party without the written consent of the other.

     5. This Agreement shall be construed in accordance with the substantive
laws of the State of New York, without regard to conflicts of laws principles
thereof. The Fund and BNY hereby consent to the jurisdiction of a state or
federal court situated in New York City, New York in connection with any dispute
arising hereunder. The Fund hereby irrevocably waives, to the fullest extent
permitted by applicable law, any objection which it may now or hereafter have to
the laying of venue of any such proceeding brought in such a court and any claim
that such proceeding brought in such a court has been brought in an inconvenient
forum. The Fund and BNY each hereby irrevocably waives any and all rights to
trial by jury in any legal proceeding arising out of or relating to this
Agreement.

     6. The parties hereto agree that in performing hereunder, BNY is acting
solely on behalf of the Fund and no contractual or service relationship shall be
deemed to be established hereby between BNY and any other person by reason of
this Agreement.


                                       -4-
<PAGE>
     7. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.

     8. This Agreement shall terminate simultaneously with the termination of
the Custody Agreement between the Fund and the Custodian, and may otherwise be
terminated by either party giving to the other party a notice in writing
specifying the date of such termination, which shall be not less than thirty
(30) days after the date of such notice.


                                       -5-
<PAGE>
     IN WITNESS WHEREOF, the Fund and BNY have caused this Agreement to be
executed by their respective officers, thereunto duly authorized, as of the date
first above written.

                                        CALAMOS GLOBAL TOTAL RETURN FUND


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------
                                        Tax Identification No.:
                                                                ----------------


                                        THE BANK OF NEW YORK


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


                                       -6-
<PAGE>
                                   SCHEDULE I

                               SPECIFIED COUNTRIES
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.K.1
<SEQUENCE>10
<FILENAME>c97003a3exv99wkw1.txt
<DESCRIPTION>FORM OF STOCK TRANSFER AGENCY AGREEMENT
<TEXT>
<PAGE>
                                                                     Exhibit k 1

                         STOCK TRANSFER AGENCY AGREEMENT

     AGREEMENT, made as of October 27, 2005 by and between CALAMOS GLOBAL TOTAL
RETURN FUND, a business trust organized and existing under the laws of the State
of Delaware (hereinafter referred to as the "Customer"), and THE BANK OF NEW
YORK, a New York trust company (hereinafter referred to as the "Bank").

                                   WITNESSETH:

     That for and in consideration of the mutual promises hereinafter set forth,
the parties hereto covenant and agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     Whenever used in this Agreement, the following words and phrases shall have
the following meanings:

     1. "Business Day" shall be deemed to be each day on which the Bank is open
for business.

     2. "Certificate" shall mean any notice, instruction, or other instrument in
writing, authorized or required by this Agreement to be given to the Bank by the
Customer which is signed by any Officer, as hereinafter defined, and actually
received by the Bank.

     3. "Officer" shall be deemed to be the Customer's Chief Executive Officer,
President, any Vice President, the Secretary, the Treasurer, the Controller, any
Assistant Treasurer, and any Assistant Secretary duly authorized by the Board of
Directors of the Customer to execute any Certificate, instruction, notice or
other instrument on behalf of the Customer and named in a Certificate, as such
Certificate may be amended from time to time.

     4. "Shares" shall mean all or any part of each class of the shares of
capital stock of the Customer which from time to time are authorized and/or
issued by the Customer and identified in a Certificate of the Secretary of the
Customer under corporate seal, as such Certificate may be amended from time to
time, with respect to which the Bank is to act hereunder.

                                   ARTICLE II
                               APPOINTMENT OF BANK

     1. The Customer hereby constitutes and appoints the Bank as its agent to
perform the services described herein and as more particularly described in
Schedule I attached hereto (the "Services"), and the Bank hereby accepts
appointment as such agent and agrees to perform the Services in accordance with
the terms hereinafter set forth.
<PAGE>
                                       -2-


     2. In connection with such appointment, the Customer shall deliver the
following documents to the Bank:

     (a)  A certified copy of the Certificate of Incorporation or other document
          evidencing the Customer's form of organization (the "Charter") and all
          amendments thereto;

     (b)  A certified copy of the By-Laws of the Customer;

     (c)  A certified copy of a resolution of the Board of Directors of the
          Customer appointing the Bank to perform the Services and authorizing
          the execution and delivery of this Agreement;

     (d)  A Certificate signed by the Secretary of the Customer specifying: the
          number of authorized Shares, the number of such authorized Shares
          issued and currently outstanding, and the names and specimen
          signatures of all persons duly authorized by the Board of Directors of
          the Customer to execute any Certificate on behalf of the Customer, as
          such Certificate may be amended from time to time;

     (e)  A Specimen Share certificate for each class of Shares in the form
          approved by the Board of Directors of the Customer, together with a
          Certificate signed by the Secretary of the Customer as to such
          approval and covenanting to supply a new such Certificate and specimen
          whenever such form shall change;

     (f)  An opinion of counsel for the Customer, in a form satisfactory to the
          Bank, with respect to the validity of the authorized and outstanding
          Shares, the obtaining of all necessary governmental consents, whether
          such Shares are fully paid and non-assessable and the status of such
          Shares under the Securities Act of 1933, as amended, and any other
          applicable law or regulation (i.e., if subject to registration, that
          they have been registered and that the Registration Statement has
          become effective or, if exempt, the specific grounds therefor);

     (g)  A list of the name, address, social security or taxpayer
          identification number of each Shareholder, number of Shares owned,
          certificate numbers, and whether any "stops" have been placed; and

     (h)  An opinion of counsel for the Customer, in a form satisfactory to the
          Bank, with respect to the due authorization by the Customer and the
          validity and effectiveness of the use of facsimile signatures by the
          Bank in connection with the countersigning and registering of Share
          certificates of the Customer.

     3. The Customer shall furnish the Bank with a sufficient supply of blank
Share certificates and from time to time will renew such supply upon request of
the Bank. Such blank Share certificates shall be properly signed, by facsimile
or otherwise, by Officers of the Customer authorized by law or by the By-Laws to
sign Share certificates, and, if required, shall bear the corporate seal or a
facsimile thereof.
<PAGE>
                                       -3-


     4. Customer acknowledges that the Bank is subject to the customer
identification program requirements under the USA PATRIOT Act and its
implementing regulations, and that the Bank must obtain, verify and record
information that allows the Bank to identify Customer. Accordingly, prior to
opening an Account hereunder the Bank may request information (including by not
limited to the Customer's name, physical address, tax identification number and
other information) that will help that Bank to identify the organization such as
organizational documents, certificate of good standing, license to do business,
or any other information that will allow the Bank to identify Customer. Customer
agrees that the Bank cannot open an Account hereunder unless and until the Bank
verifies Customer's identity in accordance with its Customer Identification
Program.

                                   ARTICLE III
                      AUTHORIZATION AND ISSUANCE OF SHARES

     1. The Customer shall deliver to the Bank the following documents on or
before the effective date of any increase, decrease or other change in the total
number of Shares authorized to be issued:

     (a)  A certified copy of the amendment to the Charter giving effect to such
          increase, decrease or change;

     (b)  An opinion of counsel for the Customer, in a form satisfactory to the
          Bank, with respect to the validity of the Shares, the obtaining of all
          necessary governmental consents, whether such Shares are fully paid
          and non-assessable and the status of such Shares under the Securities
          Act of 1933, as amended, and any other applicable federal law or
          regulations (i.e., if subject to registration, that they have been
          registered and that the Registration Statement has become effective
          or, if exempt, the specific grounds therefor); and

     (c)  In the case of an increase, if the appointment of the Bank was
          theretofore expressly limited, a certified copy of a resolution of the
          Board of Directors of the Customer increasing the authority of the
          Bank.

     2. Prior to the issuance of any additional Shares pursuant to stock
dividends, stock splits or otherwise, and prior to any reduction in the number
of Shares outstanding, the Customer shall deliver the following documents to the
Bank:

     (a)  A certified copy of the resolutions adopted by the Board of Directors
          and/or the shareholders of the Customer authorizing such issuance of
          additional Shares of the Customer or such reduction, as the case may
          be;

     (b)  A certified copy of the order or consent of each governmental or
          regulatory authority required by law as a prerequisite to the issuance
          or reduction of such
<PAGE>
                                       -4-


          Shares, as the case may be, and an opinion of counsel for the Customer
          that no other order or consent is required; and

     (c)  An opinion of counsel for the Customer, in a form satisfactory to the
          Bank, with respect to the validity of the Shares, the obtaining of all
          necessary governmental consents, whether such Shares are fully paid
          and non-assessable and the status of such Shares under the Securities
          Act of 1933, as amended, and any other applicable law or regulation
          (i.e., if subject to registration, that they have been registered and
          that the Registration Statement has become effective, or, if exempt,
          the specific grounds therefor).

                                   ARTICLE IV
                     RECAPITALIZATION OR CAPITAL ADJUSTMENT

     1. In the case of any negative stock split, recapitalization or other
capital adjustment requiring a change in the form of Share certificates, the
Bank will issue Share certificates in the new form in exchange for, or upon
transfer of, outstanding Share certificates in the old form, upon receiving:

     (a)  A Certificate authorizing the issuance of Share certificates in the
          new form;

     (b)  A certified copy of any amendment to the Charter with respect to the
          change;

     (c)  Specimen Share certificates for each class of Shares in the new form
          approved by the Board of Directors of the Customer, with a Certificate
          signed by the Secretary of the Customer as to such approval;

     (d)  A certified copy of the order or consent of each governmental or
          regulatory authority required by law as a prerequisite to the issuance
          of the Shares in the new form, and an opinion of counsel for the
          Customer that the order or consent of no other governmental or
          regulatory authority is required; and

     (e)  An opinion of counsel for the Customer, in a form satisfactory to the
          Bank, with respect to the validity of the Shares in the new form, the
          obtaining of all necessary governmental consents, whether such Shares
          are fully paid and non-assessable and the status of such Shares under
          the Securities Act of 1933, as amended, and any other applicable law
          or regulation (i.e., if subject to registration, that the Shares have
          been registered and that the Registration Statement has become
          effective or, if exempt, the specific grounds therefor).

     2. The Customer shall furnish the Bank with a sufficient supply of blank
Share certificates in the new form, and from time to time will replenish such
supply upon the request of the Bank. Such blank Share certificates shall be
properly signed, by facsimile or otherwise, by Officers of the Customer
authorized by law or by the By-Laws to sign Share certificates and, if required,
shall bear the corporate seal or a facsimile thereof.
<PAGE>
                                       -5-


                                    ARTICLE V
                         ISSUANCE AND TRANSFER OF SHARES

     1. The Bank will issue Share certificates upon receipt of a Certificate
from an Officer, but shall not be required to issue Share certificates after it
has received from an appropriate federal or state authority written notification
that the sale of Shares has been suspended or discontinued, and the Bank shall
be entitled to rely upon such written notification. The Bank shall not be
responsible for the payment of any original issue or other taxes required to be
paid by the Customer in connection with the issuance of any Shares.

     2. Shares will be transferred upon presentation to the Bank of Share
certificates in form deemed by the Bank properly endorsed for transfer,
accompanied by such documents as the Bank deems necessary to evidence the
authority of the person making such transfer, and bearing satisfactory evidence
of the payment of applicable stock transfer taxes. In the case of small estates
where no administration is contemplated, the Bank may, when furnished with an
appropriate surety bond, and without further approval of the Customer, transfer
Shares registered in the name of the decedent where the current market value of
the Shares being transferred does not exceed such amount as may from time to
time be prescribed by the various states. The Bank reserves the right to refuse
to transfer Shares until it is satisfied that the endorsements on Share
certificates are valid and genuine, and for that purpose it may require, unless
otherwise instructed by an Officer of the Customer, a guaranty of signature by
an "eligible guarantor institution" meeting the requirements of the Bank, which
requirements include membership or participation in STAMP or such other
"signature guarantee program" as may be determined by the Bank in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended. The Bank also reserves the right to refuse to transfer
Shares until it is satisfied that the requested transfer is legally authorized,
and it shall incur no liability for the refusal in good faith to make transfers
which the Bank, in its judgment, deems improper or unauthorized, or until it is
satisfied that there is no basis to any claims adverse to such transfer. The
Bank may, in effecting transfers of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers or the
Uniform Commercial Code, as the same may be amended from time to time,
applicable to the transfer of securities, and the Customer shall indemnify the
Bank for any act done or omitted by it in good faith in reliance upon such laws.

     3. All certificates representing Shares that are subject to restrictions on
transfer (e.g., securities acquired pursuant to an investment representation,
securities held by controlling persons, securities subject to stockholders'
agreement, etc.), shall be stamped with a legend describing the extent and
conditions of the restrictions or referring to the source of such restrictions.
The Bank assumes no responsibility with respect to the transfer of restricted
securities where counsel for the Customer advises that such transfer may be
properly effected.
<PAGE>
                                       -6-


                                   ARTICLE VI
                           DIVIDENDS AND DISTRIBUTIONS

     1. The Customer shall furnish to the Bank a copy of a resolution of its
Board of Directors, certified by the Secretary or any Assistant Secretary,
either (i) setting forth the date of the declaration of a dividend or
distribution, the date of accrual or payment, as the case may be, the record
date as of which shareholders entitled to payment, or accrual, as the case may
be, shall be determined, the amount per Share of such dividend or distribution,
the payment date on which all previously accrued and unpaid dividends are to be
paid, and the total amount, if any, payable to the Bank on such payment date, or
(ii) authorizing the declaration of dividends and distributions on a periodic
basis and authorizing the Bank to rely on a Certificate setting forth the
information described in subsection (i) of this paragraph.

     2. Prior to the payment date specified in such Certificate or resolution,
as the case may be, the Customer shall, in the case of a cash dividend or
distribution, pay to the Bank an amount of cash, sufficient for the Bank to make
the payment, specified in such Certificate or resolution, to the shareholders of
record as of such payment date. The Bank will, upon receipt of any such cash,
(i) in the case of shareholders who are participants in a dividend reinvestment
and/or cash purchase plan of the Customer, reinvest such cash dividends or
distributions in accordance with the terms of such plan, and (ii) in the case of
shareholders who are not participants in any such plan, make payment of such
cash dividends or distributions to the shareholders of record as of the record
date by mailing a check, payable to the registered shareholder, to the address
of record or dividend mailing address. The Bank shall not be liable for any
improper payment made in accordance with a Certificate or resolution described
in the preceding paragraph. If the Bank shall not receive sufficient cash prior
to the payment date to make payments of any cash dividend or distribution
pursuant to subsections (i) and (ii) above to all shareholders of the Customer
as of the record date, the Bank shall, upon notifying the Customer, withhold
payment to all shareholders of the Customer as of the record date until
sufficient cash is provided to the Bank.

     3. It is understood that the Bank shall in no way be responsible for the
determination of the rate or form of dividends or distributions due to the
shareholders.

     4. It is understood that the Bank shall file such appropriate information
returns concerning the payment of dividends and distributions with the proper
federal, state and local authorities as are required by law to be filed by the
Customer but shall in no way be responsible for the collection or withholding of
taxes due on such dividends or distributions due to shareholders, except and
only to the extent required of it by applicable law.

                                   ARTICLE VII
                             CONCERNING THE CUSTOMER

     1. The Customer shall promptly deliver to the Bank written notice of any
change in the Officers authorized to sign Share certificates, Certificates,
notifications or requests, together with a specimen signature of each new
Officer. In the event any Officer who shall have signed manually or whose
facsimile signature shall have been affixed to blank Share certificates shall
<PAGE>
                                       -7-


die, resign or be removed prior to issuance of such Share certificates, the Bank
may issue such Share certificates as the Share certificates of the Customer
notwithstanding such death, resignation or removal, and the Customer shall
promptly deliver to the Bank such approvals, adoptions or ratifications as may
be required by law.

     2. Each copy of the Charter of the Customer and copies of all amendments
thereto shall be certified by the Secretary of State (or other appropriate
official) of the state of incorporation, and if such Charter and/or amendments
are required by law also to be filed with a county or other officer or official
body, a certificate of such filing shall be filed with a certified copy
submitted to the Bank. Each copy of the By-Laws and copies of all amendments
thereto, and copies of resolutions of the Board of Directors of the Customer,
shall be certified by the Secretary or an Assistant Secretary of the Customer
under the corporate seal.

     3. Customer hereby represents and warrants:

     (a)  It is a corporation duly organized and validly existing under the laws
          of Delaware.

     (b)  This Agreement has been duly authorized, executed and delivered on its
          behalf and constitutes the legal, valid and binding obligation of
          Customer. The execution, delivery and performance of this Agreement by
          Customer do not and will not violate any applicable law or regulation
          and do not require the consent of any governmental or other regulatory
          body except for such consents and approvals as have been obtained and
          are in full force and effect.

                                  ARTICLE VIII
                               CONCERNING THE BANK

     1. The Bank shall not be liable and shall be fully protected in acting upon
any oral instruction, writing or document reasonably believed by it to be
genuine and to have been given, signed or made by the proper person or persons
and shall not be held to have any notice of any change of authority of any
person until receipt of written notice thereof from an Officer of the Customer.
It shall also be protected in processing Share certificates which it reasonably
believes to bear the proper manual or facsimile signatures of the duly
authorized Officer or Officers of the Customer and the proper countersignature
of the Bank.

     2. The Bank may establish such additional procedures, rules and regulations
governing the transfer or registration of Share certificates as it may deem
advisable and consistent with such rules and regulations generally adopted by
bank transfer agents.

     3. The Bank may keep such records as it deems advisable but not
inconsistent with resolutions adopted by the Board of Directors of the Customer.
The Bank may deliver to the Customer from time to time at its discretion, for
safekeeping or disposition by the Customer in accordance with law, such records,
papers, Share certificates which have been cancelled in transfer or exchange and
other documents accumulated in the execution of its duties hereunder as
<PAGE>
                                       -8-


the Bank may deem expedient, other than those which the Bank is itself required
to maintain pursuant to applicable laws and regulations, and the Customer shall
assume all responsibility for any failure thereafter to produce any record,
paper, cancelled Share certificate or other document so returned, if and when
required. The records maintained by the Bank pursuant to this paragraph which
have not been previously delivered to the Customer pursuant to the foregoing
provisions of this paragraph shall be considered to be the property of the
Customer, shall be made available upon request for inspection by the Officers,
employees and auditors of the Customer, and shall be delivered to the Customer
upon request and in any event upon the date of termination of this Agreement, as
specified in Article IX of this Agreement, in the form and manner kept by the
Bank on such date of termination or such earlier date as may be requested by the
Customer.

     4. The Bank may employ agents or attorneys-in-fact at the expense of the
Customer, and shall not be liable for any loss or expense arising out of, or in
connection with, the actions or omissions to act of its agents or
attorneys-in-fact, so long as the Bank acts in good faith and without negligence
or willful misconduct in connection with the selection of such agents or
attorneys-in-fact.

     5. The Bank shall only be liable for any loss or damage arising out of its
own negligence or willful misconduct; provided, however, that the Bank shall not
be liable for any indirect, special, punitive or consequential damages.

     6. The Customer shall indemnify and hold harmless the Bank from and against
any and all claims (whether with or without basis in fact or law), costs,
demands, expenses and liabilities, including reasonable attorney's fees, which
the Bank may sustain or incur or which may be asserted against the Bank except
for any liability which the Bank has assumed pursuant to the immediately
preceding section. The Bank shall be deemed not to have acted with negligence
and not to have engaged in willful misconduct by reason of or as a result of any
action taken or omitted to be taken by the Bank without its own negligence or
willful misconduct in reliance upon (i) any provision of this Agreement, (ii)
any instrument, order or Share certificate reasonably believed by it to be
genuine and to be signed, countersigned or executed by any duly authorized
Officer of the Customer, (iii) any Certificate or other instructions of an
Officer, (iv) any opinion of legal counsel for the Customer or the Bank, or (v)
any law, act, regulation or any interpretation of the same even though such law,
act, or regulation may thereafter have been altered, changed, amended or
repealed. Nothing contained herein shall limit or in any way impair the right of
the Bank to indemnification under any other provision of this Agreement.

     7. Specifically, but not by way of limitation, the Customer shall indemnify
and hold harmless the Bank from and against any and all claims (whether with or
without basis in fact or law), costs, demands, expenses and liabilities,
including reasonable attorney's fees, of any and every nature which the Bank may
sustain or incur or which may be asserted against the Bank in connection with
the genuineness of a Share certificate, the Bank's due authorization by the
Customer to issue Shares and the form and amount of authorized Shares.
<PAGE>
                                       -9-


     8. The Bank shall not incur any liability hereunder if by reason of any act
of God or war or other circumstances beyond its control, it, or its employees,
officers or directors shall be prevented, delayed or forbidden from, or be
subject to any civil or criminal penalty on account of, doing or performing any
act or thing which by the terms of this Agreement it is provided shall be done
or performed or by reason of any nonperformance or delay, caused as aforesaid,
in the performance of any act or thing which by the terms of this Agreement it
is provided shall or may be done or performed.

     9. At any time the Bank may apply to an Officer of the Customer for written
instructions with respect to any matter arising in connection with the Bank's
duties and obligations under this Agreement, and the Bank shall not be liable
for any action taken or omitted to be taken by the Bank in good faith in
accordance with such instructions. Such application by the Bank for instructions
from an Officer of the Customer may, at the option of the Bank, set forth in
writing any action proposed to be taken or omitted to be taken by the Bank with
respect to its duties or obligations under this Agreement and the date on and/or
after which such action shall be taken, and the Bank shall not be liable for any
action taken or omitted to be taken in accordance with a proposal included in
any such application on or after the date specified therein unless, prior to
taking or omitting to take any such action, the Bank has received written
instructions in response to such application specifying the action to be taken
or omitted. The Bank may consult counsel to the Customer or its own counsel, at
the expense of the Customer, and shall be fully protected with respect to
anything done or omitted by it in good faith in accordance with the advice or
opinion of such counsel.

     10. When mail is used for delivery of non-negotiable Share certificates,
the value of which does not exceed the limits of the Bank's Mail Insurance
coverage, the Bank shall send such non-negotiable Share certificates by first
class mail, and such deliveries will be covered while in transit. Non-negotiable
Share certificates, the value of which exceed the limits of the Bank's Mail
Insurance policy, will be sent by registered courier and will be covered by
either the Bank's Mail Insurance policy or the Blanket Bond while in transit.
Negotiable Share certificates will be sent by insured registered mail. The Bank
shall advise the Customer of any Share certificates returned as undeliverable
after being mailed as herein provided for.

     11. The Bank may issue new Share certificates in place of Share
certificates represented to have been lost, stolen or destroyed upon receiving
instructions in writing from an Officer and indemnity satisfactory to the Bank.
Such instructions from the Customer shall be in such form as approved by the
Board of Directors of the Customer in accordance with applicable law or the
By-Laws of the Customer governing such matters. If the Bank receives written
notification from the owner of the lost, stolen or destroyed Share certificate
within a reasonable time after he has notice of it, the Bank shall promptly
notify the Customer and shall act pursuant to written instructions signed by an
Officer. If the Customer receives such written notification from the owner of
the lost, stolen or destroyed Share certificate within a reasonable time after
he has notice of it, the Customer shall promptly notify the Bank and the Bank
shall act pursuant to written instructions signed by an Officer. The Bank shall
not be liable for any act done or omitted by it pursuant to the written
instructions described herein. The Bank may issue new Share certificates in
exchange for, and upon surrender of, mutilated Share certificates.
<PAGE>
                                      -10-


     12. The Bank will issue and mail subscription warrants for Shares, Shares
representing stock dividends, exchanges or splits, or act as conversion agent
upon receiving written instructions from an Officer and such other documents as
the Bank may deem necessary.

     13. The Bank will supply shareholder lists to the Customer from time to
time upon receiving a request therefore from an Officer of the Customer.

     14. In case of any requests or demands for the inspection of the
shareholder records of the Customer, the Bank will notify the Customer and
endeavor to secure instructions from an Officer as to such inspection. The Bank
reserves the right, however, to exhibit the shareholder records to any person
whenever it is advised by its counsel that there is a reasonable likelihood that
the Bank will be held liable for the failure to exhibit the shareholder records
to such person.

     15. At the request of an Officer, the Bank will address and mail such
appropriate notices to shareholders as the Customer may direct.

     16. Notwithstanding any provisions of this Agreement to the contrary, the
Bank shall be under no duty or obligation to inquire into, and shall not be
liable for:

     (a)  The legality of the issue, sale or transfer of any Shares, the
          sufficiency of the amount to be received in connection therewith, or
          the authority of the Customer to request such issuance, sale or
          transfer;

     (b)  The legality of the purchase of any Shares, the sufficiency of the
          amount to be paid in connection therewith, or the authority of the
          Customer to request such purchase;

     (c)  The legality of the declaration of any dividend by the Customer, or
          the legality of the issue of any Shares in payment of any stock
          dividend; or

     (d)  The legality of any recapitalization or readjustment of the Shares.

     17. The Bank shall be entitled to receive and the Customer hereby agrees to
pay to the Bank for its performance hereunder (i) out-of-pocket expenses
(including legal expenses and attorney's fees) incurred in connection with this
Agreement and its performance hereunder, and (ii) the compensation for services
as set forth in Schedule I.

     18. The Bank shall not be responsible for any money, whether or not
represented by any check, draft or other instrument for the payment of money,
received by it on behalf of the Customer, until the Bank actually receives and
collects such funds.

     19. The Bank shall have no duties or responsibilities whatsoever, except
such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied against the Bank in
connection with this Agreement.
<PAGE>
                                      -11-


                                   ARTICLE IX
                                   TERMINATION

     Either of the parties hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination, which
shall be not less than 60 days after the date of receipt of such notice. In the
event such notice is given by the Customer, it shall be accompanied by a copy of
a resolution of the Board of Directors of the Customer, certified by its
Secretary, electing to terminate this Agreement and designating a successor
transfer agent or transfer agents. In the event such notice is given by the
Bank, the Customer shall, on or before the termination date, deliver to the Bank
a copy of a resolution of its Board of Directors certified by its Secretary
designating a successor transfer agent or transfer agents. In the absence of
such designation by the Customer, the Bank may designate a successor transfer
agent. If the Customer fails to designate a successor transfer agent and if the
Bank is unable to find a successor transfer agent, the Customer shall, upon the
date specified in the notice of termination of this Agreement and delivery of
the records maintained hereunder, be deemed to be its own transfer agent and the
Bank shall thereafter be relieved of all duties and responsibilities hereunder.
Upon termination hereof, the Customer shall pay to the Bank such compensation as
may be due to the Bank as of the date of such termination, and shall reimburse
the Bank for any disbursements and expenses made or incurred by the Bank and
payable or reimbursable hereunder.

                                    ARTICLE X
                                  MISCELLANEOUS

     1. The indemnities contained herein shall be continuing obligations of the
Customer, its successors and assigns, notwithstanding the termination of this
Agreement.

     2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Customer shall be sufficiently given if
addressed to the Customer and mailed or delivered to it at its office at 2020
Calamos Court, Naperville, IL 60563, or at such other place as the Customer may
from time to time designate in writing.

     3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Bank shall be sufficiently given if addressed
to the Bank and mailed or delivered to it at its office at 101 Barclay Street
(11E), New York, New York 10286 or at such other place as the Bank may from time
to time designate in writing.

     4. This Agreement may not be amended or modified in any manner except by a
written agreement duly authorized and executed by both parties. Any duly
authorized Officer may amend any Certificate naming Officers authorized to
execute and deliver Certificates, instructions, notices or other instruments,
and the Secretary or any Assistant Secretary may amend any Certificate listing
the Shares.

     5. This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by either party without the prior written
consent of the other party, and provided, further, that any
<PAGE>
                                      -12-


reorganization, merger, consolidation, or sale of assets, by the Bank shall not
be deemed to constitute an assignment of this Agreement.

     6. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York. The parties agree that, all actions and
proceedings arising out of this Agreement or any of the transactions
contemplated hereby, shall be brought in the United States District Court for
the Southern District of New York or in a New York State Court in the County of
New York and that, in connection with any such action or proceeding, submit to
the jurisdiction of, and venue in, such court. Each of the parties hereto also
irrevocably waives all right to trial by jury in any action, proceeding or
counterclaim arising out of this Agreement or the transactions contemplated
hereby.

     7. This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original; but such counterparts, together, shall
constitute only one instrument.

     8. The provisions of this Agreement are intended to benefit only the Bank
and the Customer, and no rights shall be granted to any other person by virtue
of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers, thereunto duly authorized and
their respective corporate seals to be hereunto affixed, as of the day and year
first above written.

                                        CALAMOS GLOBAL TOTAL RETURN FUND


                                        By:
                                            ------------------------------------

Attest:


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


                                        THE BANK OF NEW YORK


                                        By:
                                            ------------------------------------

Attest:


- -------------------------------------
<PAGE>
                                   SCHEDULE I
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.K.2
<SEQUENCE>11
<FILENAME>c97003a3exv99wkw2.txt
<DESCRIPTION>MASTER SERVICES AGREEMENT
<TEXT>
<PAGE>
                                                                     Exhibit K2

                            MASTER SERVICES AGREEMENT

This AGREEMENT is made as of March 15, 2004 by and among each registered
management investment company identified on Appendix A hereto (each such
management investment company and each management investment company made
subject to this Agreement in accordance with Section 8.5 below shall hereinafter
be referred to as a "FUND" and are sometimes collectively hereinafter referred
to as the "FUNDS"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts
trust company, having its principal place of business at 225 Franklin Street,
Boston, Massachusetts 02110 (the "AGENT").

     WHEREAS, each Fund desires to retain the Agent to perform certain services;

     WHEREAS, each Fund may or may not be authorized to issue common stock or
shares of beneficial interest ("SHARES") in separate series, with each such
series representing interests in a separate portfolio of securities and other
assets;

     WHEREAS, each Fund so authorized intends that this Agreement be applicable
to its series of Shares (as identified on Appendix A hereto (such series
together with all other series subsequently established by such Fund and made
subject to this Agreement in accordance with Section 8.6 below, shall
hereinafter be referred to as the "PORTFOLIO(S)");

     WHEREAS, each Fund not so authorized intends that this Agreement be
applicable to it and that all references hereinafter to one or more
"Portfolio(s)" shall be deemed to refer to such Fund(s); and

     WHEREAS, the Agent is willing to perform such services upon the terms and
conditions hereinafter set forth.

     Now, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

SECTION 1. DUTIES OF THE AGENT.

     SECTION 1.1 BOOKS OF ACCOUNT.

     The Agent shall maintain the books of account of each Fund and shall
perform the following duties in the manner prescribed by such Fund's currently
effective prospectus, statement of additional information or other governing
document, certified copies of which have been supplied to the Agent (a
"GOVERNING DOCUMENT"):

     a.   Maintain each Portfolio's general ledger and such other accounts,
          books and financial records of such Portfolio as the parties may agree
          upon from time to time, and as may be required by the Investment
          Company Act of 1940, as amended (the "1940 ACT");
<PAGE>
     b.   Maintain each Portfolio's portfolio security transaction records
          utilizing trade date provided to the Agent by such Portfolio's duly
          authorized investment adviser (each, an "INVESTMENT ADVISER");

     c.   For each valuation date, post each Portfolio's transactions to such
          Portfolio's general ledger including, but not limited to:

          -    Calculate unrealized appreciation and depreciation regarding
               portfolio securities;

          -    Amortize premiums and discounts regarding portfolio securities,
               as applicable;

          -    Calculate fee-based expenses and set-up expense accruals as
               directed by the applicable Fund;

          -    Record payments of Portfolio expenses upon written instructions
               of a Fund or duly authorized agent thereof;

          -    Calculate interest and dividend income and reset interest accrual
               for variable rate securities, as applicable

     d.   Reconcile cash, foreign currency and portfolio security holding
          positions with each Portfolio's custodian (each, a "CUSTODIAN") daily,

     e.   Post each Portfolio's corporate actions;

     f.   Calculate the net asset value of each Portfolio and report same to the
          Fund or such other entities or persons as the Fund may instruct from
          time to time;

     g.   Prepare and transmit to the Fund, or such other entities or persons as
          the Fund may instruct from time to time, such periodic reports of Fund
          data as may be mutually agreed upon by the parties hereto; and

     h.   Post shareholder reinvestment activity and reconcile share balances
          with each Portfolio's transfer agent (each, a "TRANSFER AGENT") in
          conjunction with Portfolio distributions.

     Each Fund shall provide timely prior notice to the Agent of any
modification in the manner in which such calculations are to be performed as
prescribed in any revision to such Fund's governing document and shall supply
the Agent with certified copies of all amendments and/or supplements to the
governing documents in a timely manner. For purposes of calculating the net
asset value of a Fund, the Agent shall value each Fund's portfolio securities
utilizing prices obtained from sources designated by such Fund (collectively,
the "AUTHORIZED PRICE SOURCES") on a Price Source Authorization substantially in
the form attached hereto as Exhibit A, as the same may be amended from time to
time, or otherwise designated by means of Proper Instructions (as such term is
defined in Section 2.2 below) (the "PRICE SOURCE AUTHORIZATION"). The Agent
shall not be responsible for any revisions to the methods of calculation unless
and until such revisions are communicated in writing to the Agent.


                                       2.
<PAGE>
     SECTION 1.2 ADDITIONAL SERVICES.

     The Agent shall provide the following services, as applicable, in each
case, subject to the control, supervision and direction of each Fund and subject
to any necessary review and comments by the Fund's auditors and legal counsel
and in accordance with procedures or policies that maybe established from time
to time by and between the Agent and the Fund:

     a.   Prepare and distribute daily total return calculations;

     b.   Prepare monthly distribution analysis;

     c.   Complete monthly preferred shares "asset coverage" test (as that term
          is defined in Section 18(h) of the 1940 Act following agreed-upon
          compliance procedures (the "COMPLIANCE PROCEDURES"); and

     d.   Complete monthly (or more frequently as reasonably requested by the
          applicable rating agency) preferred shares basic maintenance test for
          applicable rating agency(ies) and preferred rate auction following the
          Compliance Procedures.

     SECTION 1.3 RECORDS.

     The Agent shall create and maintain all records relating to its activities
and obligations under this Agreement in such a manner as will meet the
obligations of each Fund under the 1940 Act, specifically Section 31 thereof and
Rules 31a-l and 31a-2 thereunder. All such records shall be the property of the
applicable Fund and shall at all times during the regular business hours of the
Agent be open for inspection by duly authorized officers, employees or agents of
the applicable Fund and employees and agents of the Securities and Exchange
Commission. Subject to Section 3 below, the Agent shall preserve for the period
required by law the records required to be maintained thereunder.

     SECTION 1.4 APPOINTMENT OF AGENTS.

     The Agent may at its own expense employ agents in the performance of its
duties and the exercise of its rights under this Agreement, provided that the
employment of such agents shall not reduce the Agent's obligations or
liabilities hereunder.

SECTION 2. DUTIES OF EACH FUND.

     SECTION 2.1 DELIVERY OF INFORMATION.

     Each Fund shall provide, or shall cause a third party to provide, timely
notice to the Agent of certain data as a condition to the Agent's performance
described in Section 1 above. The data required to be provided pursuant to this
section is set forth on Schedule A hereto, which schedule may be separately
amended or supplemented by the parties from time to time.


                                       3.
<PAGE>
     The Agent is authorized and instructed to rely upon the information it
receives from the Fund or any third party. The Agent shall have no
responsibility to review, confirm or otherwise assume any duty with respect to
the accuracy or completeness of any data supplied to it by or on behalf of any
Fund.

     SECTION 2.2 PROPER INSTRUCTIONS.

     The Fund or any other person duly authorized by the Fund shall communicate
to the Agent by means of Proper Instructions. Proper Instructions shall mean (i)
a writing signed or initialed by one or more persons as the Board of Directors
or Board of Trustees of a Fund shall have from time to time authorized or (ii)
communication effected directly between a Fund or its third-party agents (each,
a "THIRD PARTY AGENT") and the Agent by electro-mechanical or electronic
devices, provided that such Fund and the Agent agree to security procedures. The
Agent may rely upon any Proper Instruction believed by it to be genuine and to
have been properly issued by or on behalf of the applicable Fund. Oral
instructions shall be considered Proper Instructions if the Agent reasonably
believes them to have been given by a person authorized to give such
instructions. The Fund shall cause all oral instructions to be confirmed in
accordance with clauses (i) or (ii) above, as appropriate. The Fund shall give
timely Proper Instructions to the Agent in regard to matters affecting
accounting practices and the Agent's performance pursuant to this Agreement.

SECTION 3. STANDARD OF CARE: LIMITATION OF LIABILITY: EXCLUSIVE REMEDY.

     The Agent shall be held to the exercise of reasonable care in carrying out
the provisions of this Agreement, but shall be kept indemnified by the Funds,
and shall be without liability for any action taken or omitted by it (including,
without limitation, acting in accordance with any Proper Instruction) in good
faith without willful misconduct or negligence. The Agent shall be entitled to
rely on and may act upon the advice of counsel (who may be counsel for the Fund)
or the independent accountants for the Fund on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to such advice.
Nothing in this paragraph shall be construed as imposing upon the Agent any
obligation to seek such instructions or advice, or to act in accordance with
such advice when received. Without in any way limiting the generality of the
foregoing, the Agent shall in no event be liable for any loss or damage arising
from causes beyond its control including, without limitation, delay or cessation
of services hereunder or any damages resulting therefrom as a result of work
stoppage, power or other mechanical failure, natural disaster, governmental
action, communication disruption or other impossibility of performance.

     The Agent shall in no event be liable for any special, indirect,
incidental, or consequential damages of any kind whatsoever (including, without
limitation, attorney's fees) in any way due to a Fund's use of the
administration or accounting services or the performance of or failure to
perform the Agent's obligations under this Agreement.


                                       4.
<PAGE>
     Each Fund, any Third Party Agent or Authorized Price Sources from which the
Agent shall receive or obtain certain records, reports and other data utilized
or included in the services provided hereunder are solely responsible for the
contents of such information including, without limitation, the accuracy thereof
and each Fund agrees to make no claim against the Agent arising out of the
contents of such third-party data including, but not limited to, the accuracy
thereof. The Agent shall have no responsibility to review, confirm or otherwise
assume any duty with respect to the accuracy or completeness of any such
information and shall be without liability for any loss or damage suffered as a
result of the Agent's reasonable reliance on and utilization of such
information, except as otherwise required by the Price Source Authorization with
respect to the use of data obtained from Authorized Price Sources. The Agent
shall have no responsibility and shall be without liability for any loss or
damage caused by the failure of any Fund or any Third Party Agent to provide it
with the information required by Section 2.1 above. Further, and without in any
way limiting the generality of the foregoing, the Agent shall have no liability
in respect of any loss, damage or expense suffered by the Fund or any third
party, insofar as such loss, damage or expense arises from the performance of
the Agent's duties hereunder by reason of the Agent's reliance upon records that
were maintained for any Fund by any entity other than the Agent prior to such
Fund's appointment of the Agent pursuant to this Agreement.

     Each Fund agrees to indemnify and hold the Agent free and harmless from any
expense, loss, damage or claim, including reasonable attorney's fees, suffered
by the Agent and caused by or resulting from the acts or omissions of such Fund
or any third-party whose services the Agent must rely upon in performing
services hereunder.

     Each Fund acknowledges and agrees that, with respect to investments it
maintains with an entity which may from time to time act as a transfer agent for
uncertificated shares of registered investment companies (the "UNDERLYING
TRANSFER AGENT), such Underlying Transfer Agent is the sole source of
information on the number of shares held by it on behalf of a Fund and that the
Agent has the right to rely on holdings information furnished by the Underlying
Transfer Agent to the Agent in performing its duties under this Agreement.

SECTION 3A. PERFORMANCE GOALS.

     The Funds and the Agent may from time to time agree on the manner in which
they expect to deliver and receive the services contemplated by this Agreement.
The parties agree that such agreement(s) (hereinafter referred to as "SERVICE
LEVEL DOCUMENTS)") reflect performance goals and any failure to perform in
accordance with the provisions thereof shall not be considered a breach of
contract that gives rise to contractual or other remedies. It is the intention
of the parties that the sole remedy for failure to perform in accordance with
the provisions of a Service Level Document, or any dispute relating to
performance goals set forth in a Service Level Document, will be a meeting of
the parties to resolve the failure pursuant to the consultation procedure
described in Sections 3A.1 and 3A.2 below.

     SECTION 3A.1. CONSULTATION PROCEDURE. If a party hereto is consistently
unable to meet the provisions of a Service Level Document, or in the event that
a dispute arises relating to


                                       5.
<PAGE>
performance goals set forth in a Service Level Document, either party to this
Agreement shall address any concerns it may have by requiring a consultation
with the other party.

     SECTION 3A.2 PURPOSE OF CONSULTATION PROCEDURE. The purpose of the
consultation procedure is to endeavor to resolve a consistent failure to meet
the provisions of a Service Level Document. If a consultation occurs under this
Section 3A, all parties must negotiate in good faith to endeavor to:

     (a)  implement changes which will enable the Service Level Document
          provisions to be more regularly met;

     (b)  agree to alternative Service Level Document provisions which meet the
          parties' respective business requirements; or

     (c)  otherwise find a solution such that within 30 days after the
          consultation, the inability to meet the Service Level Document
          provisions may be less likely to occur in the future.

SECTION 4. REPRESENTATIONS AND WARRANTIES.

     SECTION 4.1 REPRESENTATIONS AND WARRANTIES OP THE AGENT.

     The Agent represents and warrants to each Fund that:

     a.   It is a Massachusetts trust company, duly organized and existing under
          the laws of The Commonwealth of Massachusetts; and

     b.   The person executing this Agreement on its behalf has been duly
          authorized to act on its behalf.

     SECTION 4.2 REPRESENTATIONS AND WARRANTIES OF EACH FUND.

     Each Fund represents and warrants to the Agent that:

     a.   It is duly organized, existing and in good standing under the laws of
          the jurisdiction in which it was formed;

     b.   It has the power and authority under applicable laws and by its
          organizational documents to enter into and perform this Agreement;

     c.   All requisite proceedings have been taken to authorize it to enter
          into and perform this Agreement;

     d.   It is an investment company properly registered under the 1940 Act;
          and

     e.   A registration statement under the 1940 Act (and if Shares of the Fund
          are offered publicly, under the Securities Act of 1933, as amended
          (the "1933 Act")) has been filed and will be effective and remain
          effective during the term of this Agreement. Each Fund also warrants
          that as of the effective date of this Agreement, all necessary filings


                                       6.
<PAGE>
          under the securities laws of the states in which the Fund offers or
          sells its Shares have been made.

SECTION 5. COMPENSATION OF AGENT.

     The Agent shall be entitled to reasonable compensation for its services,
expenses, out of pocket costs and disbursements as Agent hereunder, as agreed
upon from time to time between the Fund and the Agent.

SECTION 6. TERM OF AGREEMENT.

     This Agreement shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than sixty (60) days after the date of such delivery or mailing.

     Termination of this Agreement with respect to the coverage of any one
particular Fund or Portfolio shall in no way affect the rights and duties under
this Agreement with respect to any other Fund or Portfolio.

     Upon termination of the Agreement or termination of its coverage with
respect to any Fund, such Fund shall pay to the Agent such compensation as may
be due as of the date of such termination (or with respect to the applicable
Fund with respect to a coverage termination) and shall likewise reimburse the
Agent for its costs, expenses and disbursements.

SECTION 7. SUCCESSOR AGENT.

     If a successor agent for any Fund shall be appointed by a Fund, the Agent
shall upon termination deliver to such successor agent at the office of the
Agent all properties of such Fund held by it hereunder. If no such successor
agent shall be appointed, the Agent shall at its office upon receipt of Proper
Instructions deliver such properties in accordance with such instructions.

SECTION 8. GENERAL.

     SECTION 8.1 MASSACHUSETTS LAW TO APPLY. This Agreement shall be governed
by, construed and the provisions thereof interpreted under and in accordance
with laws of The Commonwealth of Massachusetts excluding that body of law
applicable to conflicts of law.


                                       7.
<PAGE>
     SECTION 8.2 PRIOR AGREEMENTS. This Agreement supersedes and terminates, as
of the date hereof, all prior agreements between any Fund and the Agent relating
to fund accounting and recordkeeping services regarding such Fund.

     SECTION 8.3 ASSIGNMENT. This Agreement may not be assigned by (a) a Fund
without the prior written consent of the Agent or (b) by the Agent without the
prior written consent of the Funds, except that either party may, without such
prior consent, assign to an entity controlling, controlled by or under common
control with such party or to a successor of all of or a substantial portion of
its business.

     SECTION 8.4 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the
operation of this Agreement, the Agent and the Funds may from time to time agree
on such provisions interpretive of or in addition to the provisions of this
Agreement as may in their joint opinion be consistent with the general tenor of
this Agreement. Any such interpretive or additional provisions shall be in a
writing signed by all parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any applicable federal or
state regulations or any provision of a Fund's governing documents. No
interpretive or additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Agreement.

     SECTION 8.5 ADDITIONAL FUNDS. In the event that any management investment
company in addition to those listed on Appendix A hereto desires to have the
Agent render services as agent under the terms hereof, it shall so notify the
Agent in writing, and if the Agent agrees in writing to provide such services,
such management investment company shall become a Fund hereunder and be bound by
all terms and conditions and provisions hereof with respect to such Fund.

     SECTION 8.6 ADDITIONAL PORTFOLIOS. In the event that any Fund establishes
one or more series of Shares in addition to those set forth on Appendix A hereto
with respect to which it desires to have the Agent render services as agent
under the terms hereof, it shall so notify the Agent in writing, and if the
Agent agrees in writing to provide such services, such series of Shares shall
become a Portfolio hereunder.

     SECTION 8.7 AMENDMENTS. NO amendment to this Agreement shall be effective
unless it is in writing and signed by a duly authorized representative or each
party. The term "Agreement," as used herein, includes all schedules, addenda,
exhibits, appendices and attachments hereto and any future written amendments,
modifications, or supplements made in accordance herewith.

     SECTION 8.8 REMOTE ACCESS SERVICES ADDENDUM. Each Fund and the Agent hereby
agree to the terms of the Remote Access Services Addendum hereto.

     SECTION 8.9 SERVICES NOT EXCLUSIVE. Each Fund hereby acknowledges that the
services of the Agent hereunder are not to be deemed exclusive to any Fund and
the Agent remains free to render similar services to others.


                                       8.
<PAGE>
     SECTION 8.10 NOTICES. Any notice, instruction or other instrument required
to be given hereunder may be delivered in person to the offices of the parties
as set forth herein during normal business hours or delivered prepaid registered
mail or by telex, cable or telecopy to the parties at the following addresses or
such other addresses as may be notified by any party from time to time.

To any Fund:  c/o Calamos Asset Management, Inc.
              111 East Warrenville Road
              Naperville, Illinois 60563-1493
              Attention: _________________, Treasurer
              Telephone: (630) 577-2106
              Telecopy: (630)955-6964

To the Agent: STATE STREET BANK AND TRUST COMPANY
              Joseph Palmer Building
              One Heritage Drive, JPB3N
              North Quincy, Massachusetts 02171
              Attention: Scott E. Johnson, Vice President
              Telephone: 617-985-6725
              Telecopy: 617-985-9797

Such notice, instruction or other instrument shall be deemed to have been served
in the case of a registered letter at the expiration of five business days after
posting, in the case of cable twenty-four hours after dispatch and, in the case
of telex, immediately on dispatch and if delivered outside normal business hours
it shall be deemed to have been received at the next time after delivery when
normal business hours commence and in the case of cable, telex or telecopy on
the business day after the receipt thereof. Evidence that the notice was
properly addressed, stamped and put into the post shall be conclusive evidence
of posting.

     SECTION 8.11 HEADINGS NOT CONTROLLING. Headings used in this Agreement are
for reference purposes only and shall not be deemed a part of this Agreement.

     SECTION 8.12 SURVIVAL. All provisions regarding indemnification, warranty,
liability and limits thereon shall survive the expiration or termination of this
Agreement.

     SECTION 8.13 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, and all such
counterparts taken together shall constitute one and the same agreement.

     SECTION 8.14 SEVERABILITY. If any provision or provisions of this Agreement
shall be held to be invalid, unlawful or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired.


                                       9.
<PAGE>
     SECTION 8.15 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules,
addenda, exhibits, appendices, attachments and amendments hereto may be
reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto all/each agree that
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


                                       10.
<PAGE>
                                 SIGNATURE PAGE

IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the date first above-written.

SIGNATURE ATTESTED TO BY:               EACH REGISTERED MANAGEMENT INVESTMENT
                                        COMPANY SET FORTH ON APPENDIX A HERETO


                                        By:
- -------------------------------------       ------------------------------------
Ian J. McPheron, Assistant Secretary        Nimish Bhatt, Treasurer


SIGNATURE ATTESTED TO BY:               STATE STREET BANK AND TRUST COMPANY


                                        By:
- -------------------------------------       ------------------------------------
Stephanie L. Poster, Vice President         Joseph L. Hooley, Executive
                                            Vice President
<PAGE>
                                   APPENDIX A
                                       TO
                      MASTER ACCOUNTING SERVICES AGREEMENT

MANAGEMENT INVESTMENT COMPANIES AND PORTFOLIOS THEREOF, IF ANY

CALAMOS STRATEGIC TOTAL RETURN FUND


                                       (i)
<PAGE>
                                    EXHIBIT A
                                       TO
                      MASTER ACCOUNTING SERVICES AGREEMENT

                       FORM OF PRICE SOURCE AUTHORIZATION


                                       (i)
<PAGE>
To: State Street Bank and Trust Company

From: Fund Name: __________________________________________

Fund Address: _____________________________________________

Date: ______________

Re: PRICE SOURCE AUTHORIZATION

Reference is made to that certain Master Administration and Accounting Services
Agreement dated March 15, 2004 (as amended, restated, modified or supplemented
from time to time, the "Agreement") by and among each Fund and the Agent.
Capitalized terms used in this Price Source Authorization or in any attachment
or supplement shall have the meanings provided in the Agreement unless otherwise
specified. Pursuant to the Agreement, each Fund hereby directs the Agent to
calculate the net asset value ("NAV") of such Fund or, if applicable, its
Portfolios, in accordance with the terms of such Fund's or Portfolio's currently
effective prospectus. The Agent will perform the NAV calculation subject to the
terms and conditions of the Agreement and this Price Source Authorization.

Each Fund hereby authorizes the Agent to use the pricing sources specified on
the attached Authorization Matrix (as amended from time to time) as sources for
prices of assets in calculating the NAV of such Fund. Each Fund understands that
the Agent does not assume responsibility for the accuracy of the quotations
provided by the specified pricing sources and that the Agent shall have no
liability for any incorrect data provided by the pricing sources specified by
any Fund, except as may arise from the Agent's lack of reasonable care in
performing agreed upon tolerance checks as to the data furnished and calculating
the NAV of a Fund in accordance with the data furnished to the Agent. Each Fund
also acknowledges that prices supplied by such Fund or an affiliate may be
subject to approval of that Fund's Board of Trustees or Board of Directors, as
applicable, and are not the responsibility of the Agent.

Each Fund agrees to Indemnify and hold the Agent harmless from any claim, loss
or damage arising as a result of using prices furnished by any specified pricing
source.

The Agent agrees that written notice of any change in the name of any specified
pricing source will be sent to affected Fund as such information is available to
the Agent.

Kindly acknowledge your acceptance of this authorization in the space provided
below.

EACH FUND LISTED ON APPENDIX A HERETO


By:                                     The foregoing authorization is hereby
    ---------------------------------   accepted.
Name:
      -------------------------------    STATE STREET BANK AND TRUST COMPANY
Title:
       ------------------------------
                                        By:
                                            ------------------------------------
                                                                 ,Vice President
<PAGE>
                                   APPENDIX A

                                [LIST OF FUNDS]
<PAGE>
                                   SCHEDULE A
                                       TO
                      MASTER ACCOUNTING SERVICES AGREEMENT

<TABLE>
<CAPTION>
INFORMATION REQUIRED TO BE SUPPLIED        RESPONSIBLE PARTY
- -----------------------------------        -----------------
<S>                                        <C>
Portfolio Trade Authorizations             Investment Adviser
Currency Transactions                      Investment Adviser
Cash Transaction Report                    Custodian
Portfolio Prices                           Third Party Vendors/Investment Adviser
Exchange Rates                             Third Party Vendors/Investment Adviser
Capital Stock Activity Report              Transfer Agent
Dividend/Distribution Schedule             Investment Adviser
Dividend/Distribution Declaration          Investment Adviser
Dividend Reconciliation/Confirmation       Transfer Agent
Corporate Actions                          Third Party Vendors/Custodian
Service Provider Fee Schedules             Investment Adviser
Expense Budget                             Investment Adviser/Administrator
Amortization Policy                        Investment Adviser
Accounting Policy/Complex Investments      Investment Adviser
Audit Management Letter                    Auditor
Annual Shareholder Letter                  Investment Adviser
Annual/Semi-Annual Reports                 Investment Adviser/Administrator
Declaration of Trust or Articles           Investment Adviser/Administrator
   of incorporation, as amended
By-Laws, as amended                        Investment Adviser/Administrator
Currently Effective Registration           Investment Adviser/Administrator
   Statement under the 1933 and 1940 Act
Current Prospectus(es) and Statement(s)    Investment Adviser/Administrator
   of Additional Information
Such other certificates, documents or      Investment Adviser/Administrator
   opinions which the Agent may, in its
   reasonable discretion, deem necessary
   or appropriate in the proper
   performance of its duties
</TABLE>


                                      (i)
<PAGE>
                         REMOTE ACCESS SERVICES ADDENDUM
                                       TO
             MASTER ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

     ADDENDUM to that certain Master Administration and Accounting Services
Agreement dated as of March 15, 2004 (the "Agreement") by and among each
registered management investment company identified on Appendix A thereto and
made subject thereto pursuant to Section 9.5 thereof (each, a "Customer") and
State Street Bank and Trust Company, including its subsidiaries and affiliates
("State Street").

     State Street has developed and utilizes proprietary accounting and other
systems in conjunction with the services which State Street provides to the
Customer. In this regard, State Street maintains certain information in
databases under its control and ownership which it makes available to its
customers (the "Remote Access Services").

The Services

State Street agrees to provide the Customer, and its designated investment
advisors, consultants or other third parties authorized by State Street
("Authorized Designees") with access to In-Sight(SM) as described in Exhibit A
or such other systems as may be offered from time to time (the "System") on a
remote basis.

Security Procedures

The Customer agrees to comply, and to cause its Authorized Designees to comply,
with remote access operating standards and procedures and with user
identification or other password control requirements and other security
procedures as may be issued from time to time by State Street for use of the
System and access to the Remote Access Services. The Customer agrees to advise
State Street immediately in the event that it learns or has reason to believe
that any person to whom it has given access to the System or the Remote Access
Services has violated or intends to violate the terms of this Addendum and the
Customer will cooperate with State Street in seeking injunctive or other
equitable relief. The Customer agrees to discontinue use of the System and
Remote Access Services, if requested, for any security reasons cited by State
Street.

Fees

Fees and charges for the use of the System and the Remote Access Services and
related payment terms shall be as set forth in the fee schedule in effect from
time to time between the parties. The Customer shall be responsible for any
tariffs, duties or taxes imposed or levied by any government or governmental
agency by reason of the transactions contemplated by this Addendum, including,
without limitation, federal, state and local taxes, use, value added and
personal property taxes (other than income, franchise or similar taxes which may
be imposed or assessed against State Street). Any claimed exemption from such
tariffs, duties or taxes shall be supported by proper documentary evidence
delivered to State Street.

Proprietary Information/Injunctive Relief

The System and Remote Access Services described herein and the databases,
computer programs, screen formats, report formats, interactive design
techniques, formulae, processes, systems, software, know-how, algorithms,
programs, training aids, printed materials, methods, books, records, files,
documentation and other information made available to the Customer by State
Street as part of the Remote Access Services and through the use of the System
and all copyrights, patents, trade secrets and
<PAGE>
other proprietary rights of State Street related thereto are the exclusive,
valuable and confidential property of State Street and its relevant licensors
(the "Proprietary Information"). The Customer agrees on behalf of itself and its
Authorized Designees to keep the Proprietary Information confidential and to
limit access to its employees and Authorized Designees (under a similar duty of
confidentiality) who require access to the System for the purposes intended. The
foregoing shall not apply to Proprietary Information in the public domain or
required by law to be made public.

The Customer agrees to use the Remote Access Services only in connection with
the proper purposes of this Addendum. The Customer will not, and will cause its
employees and Authorized Designees not to, (i) permit any third party to use the
System or the Remote Access Services, (ii) sell, rent, license or otherwise use
the System or the Remote Access Services in the operation of a service bureau or
for any purpose other than as expressly authorized under this Addendum, (iii)
use the System or the Remote Access Services for any fund, trust or other
investment vehicle without the prior written consent of State Street, or (iv)
allow or cause any information transmitted from State Street's databases,
including data from third party sources, available through use of the System or
the Remote Access Services, to be published, redistributed or retransmitted for
other than use for or on behalf of the Customer, as State Street's customer.

The Customer agrees that neither it nor its Authorized Designees will modify the
System in any way; enhance or otherwise create derivative works based upon the
System, nor will your or your Authorized Designees reverse engineer, decompile
or otherwise attempt to secure the source code for all or any part of the
System.

The Customer acknowledges that the disclosure of any Proprietary Information, or
of any information which at law or equity ought to remain confidential, will
immediately give rise to continuing irreparable injury to State Street
inadequately compensable in damages at law and that State Street shall be
entitled to obtain immediate injunctive relief against the breach or threatened
breach of any of the foregoing undertakings, in addition to any other legal
remedies which may be available.

Limited Warranties

State Street represents and warrants that it is the owner of and has the right
to grant access to the System and to provide the Remote Access Services
contemplated herein. Because of the nature of computer information technology
including, but not limited to, the use of the Internet, and the necessity of
relying upon third party sources, and data and pricing information obtained from
third parties, the System and Remote Access Services are provided "AS IS", and
the Customer and its Authorized Designees shall be solely responsible for the
investment decisions, results obtained, regulatory reports and statements
produced using the Remote Access Services. State Street and its relevant
licensors will not be liable to the Customer or its Authorized Designees for any
direct or indirect, special, incidental, punitive or consequential damages
arising out of or in any way connected with the System or the Remote Access
Services, nor shall either party be responsible for delays or nonperformance
under this Addendum arising out of any cause or event beyond such party's
control.

State Street will take reasonable steps to ensure that its products (and those
of its third-party suppliers) reflect the available state of the art technology
to offer products that are Year 2000 compliant, including, but not limited to,
century recognition of dates, calculations that correctly compute same century
and multi century formulas and date values, and interface values that reflect
the date issues arising between now and December 31, 2099, and if any changes
are required, State Street will make the changes to its products at no cost to
you and in a commercially reasonable time frame and will require third-party
suppliers to do likewise. The Customer will do likewise for its systems.


                                       ii
<PAGE>
EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS
RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE
SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

Infringement

State Street will defend or, at our option, settle any claim or action brought
against the Customer to the extent that it is based upon an assertion that
access to the System or use of the Remote Access Services by the Customer under
this Addendum constitutes direct infringement of any patent or copyright or
misappropriation of a trade secret, provided that the Customer notifies State
Street promptly in writing of any such claim or proceeding and cooperates with
State Street in the defense of such claim or proceeding. Should the System or
the Remote Access Services or any part thereof become, or in State Street's
opinion be likely to become, the subject of a claim of infringement or the like
under any applicable patent or copyright or trade secret laws, State Street
shall have the right, at State Street's sole option, to (i) procure for the
Customer the right to continue using the System or the Remote Access Services,
(ii) replace or modify the System or the Remote Access Services so that the
System or the Remote Access Services becomes noninfringing, or (iii) terminate
this Addendum without further obligation.

Termination

Either party to the Agreement may terminate this Addendum (i) for any reason by
giving the other party at least one-hundred and eighty (180) days prior written
notice in the case of notice of termination by State Street to the Customer or
thirty (30) days notice in the case of notice from the Customer to State Street
of termination, or (ii) immediately for failure of the other party to comply
with any material term and condition of the Addendum by giving the other party
written notice of termination. This Addendum shall in any event terminate within
ninety (90) days after the termination of the Agreement. In the event of
termination, the Customer will return to State Street all copies of
documentation and other confidential information in its possession or in the
possession of its Authorized Designees. The foregoing provisions with respect to
confidentiality and infringement will survive termination for a period of three
(3) years.

Miscellaneous

This Addendum and the exhibit hereto constitute the entire understanding of the
parties to the Agreement with respect to access to the System and the Remote
Access Services. This Addendum cannot be modified or altered except in a writing
duly executed by each of State Street and the Customer and shall be governed by
and construed in accordance with the laws of The Commonwealth of Massachusetts.

By its execution of the Agreement, the Customer (a) confirms to State Street
that it informs all Authorized Designees of the terms of this Addendum; (b)
accepts responsibility for its and its Authorized Designees' compliance with the
terms of this Addendum; and (c) indemnifies and holds State Street harmless from
and against any and all costs, expenses, losses, damages, charges, counsel fees,
payments and liabilities arising from any failure of the Customer or any of its
Authorized Designees to abide by the terms of this Addendum.


                                       iii
<PAGE>
                                    EXHIBIT A
                                       TO
                        REMOTE ACCESS SERVICES ADDENDUM

                                  IN-SIGHT(SM)
                           System Product Description

In-Sight(SM) provides bilateral information delivery, interoperability, and
on-line access to State Street. In-Sight(SM) allows users a single point of
entry into State Street's diverse systems and applications. Reports and data
from systems such as Investment Policy Monitor(SM), Multicurrency Horizon(SM),
Securities Lending, Performance & Analytics and Electronic Trade Delivery can be
accessed through In-Sight(SM). This Internet-enabled application is designed to
run from a Web browser and perform across low-speed data lines or corporate
high-speed backbones. In-Sight(SM) also offers users a flexible toolset,
including an ad-hoc query function, a custom graphics package, a report
designer, and a scheduling capability. Data and reports offered through
In-Sight(SM) will continue to increase in direct proportion with the customer
roll out, as it is viewed as the information delivery system will grow with
State Street's customers.


                                       iv
<PAGE>
                                                                October 28, 2004

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
Attention: Scott E. Johnson, Vice President, JPB3N
           Thresa B. Dewar, Vice President, LCC4

     Re: Calamos Global Total Return Fund (the "FUND")

Ladies and Gentlemen:

Please be advised that the undersigned Fund has been incorporated and registered
as a management investment company under the Investment Company Act of 1940, as
amended.

In accordance with Section 8.5, the Additional Funds provision, of the Master
Services Agreement dated as of March 15, 2004 by and among each registered
management investment company party thereto and State Street Bank and Trust
Company (the "CONTRACT"), the undersigned Fund hereby requests that your bank
act as Agent (as such term is defined in the Contract) for the Fund under the
terms of the Contract. In connection with such request, the undersigned Fund
hereby confirms to you, as of the date hereof, its representations and
warranties set forth in Section 4.2 of the Contract.

Kindly indicate your acceptance of the foregoing by executing two copies of this
letter agreement, returning one to the Fund and retaining one for your records.

                                        Sincerely,

                                        Calamos Global Total Return Fund


                                        By: /s/ Nimish Bhatt
                                            ------------------------------------
                                        Name: Nimish Bhatt
                                        Title: Treasurer, Duly Authorized


AGREED AND ACCEPTED:

STATE STREET BANK AND TRUST COMPANY


By: /s/ Joseph L. Hooley
    ---------------------------------
Name: Joseph L. Hooley
Title: Executive Vice President,
       Duly Authorized

Effective Date: October 28, 2004
<PAGE>
                                                                October 31, 2004

State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
Attention: Scott E. Johnson, Vice President, JPB3N
           Thresa B. Dewar, Vice President, LCC4

Ladies and Gentlemen:

     Reference is made to that certain Master Services Agreement by and among
the Agent and each Fund dated as of March 15,2004 (as amended, restated,
modified or supplemented from time to time, the "AGREEMENT"). Capitalized terms
used herein and not otherwise defined shall have the meanings given to such
terms in the Agreement.

     Reference is further made to that certain letter agreement by and among the
Agent and each Fund party thereto (by virtue of its status as a party to the
Agreement) dated as of March 15, 2004 (as amended, restated, modified or
supplemented from time to time, the "FIRST SIDE LETTER").

     Reference is finally made to Calamos Convertible Opportunities and Income
Fund, Calamos Convertible and High Income Fund and Calamos Global Total Return
Fund (collectively, the "ADDITIONAL FUNDS").

     For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, each Fund hereby requests the Agent's consent to the
terms and provisions of this letter agreement (the "SECOND SIDE LETTER").

     1. Application to All Funds. For the avoidance of doubt, each Fund does
hereby acknowledge and confirm to the Agent that the First Side Letter does, and
this Second Side Letter shall, each apply for their respective periods of
coverage on a cumulative and aggregate basis to all of the Funds.

     2. Cap on Potential Liability of Agent. In the event that each of the
Additional Funds has retained the Agent to perform services under the Agreement
on or before the date hereof (via their due execution of additional fund
letter(s) in the manner set forth in Section 8.5 of the Agreement), then
commencing on November 1, 2004, pursuant to Section 3 of the Agreement, the
Agent's cumulative liability for each calendar year with respect to the Funds,
regardless of the form of action or legal theory, shall be limited to actual or
direct damage up to the greater of (i) one (1) times its total compensation
earned and fees payable under the Agreement during the calendar year (or
annualized period) preceding the event giving liability or (ii) Seven Million
Five Hundred Thousand Dollars ($7,500,000.00). It being specifically understood
by each Fund that in the event that all of the Additional Funds have not
retained the Agent as set forth above, the Agent's potential liability shall
remain as originally capped by the First Side Letter.
<PAGE>
State Street Bank and Trust Company
October 31, 2004
Page 2


     3. Continuing Coverage of First Side Letter. In any event, and even in the
event that each of the Additional Funds have retained the Agent as set forth
above, the terms and provisions of the First Side Letter including, the
cumulative cap on Agent's liability imposed thereby shall continue govern all
events or circumstances, if any, which have or may arise or occur from the
period from March 15, 2004 through the date hereof and give rise to the Agent's
liability, even if any such event or occurrence becomes known after the date
hereof and/or continues to give rise to Agent liability beyond the date hereof.

     4. Confidentiality. Each Fund agrees that it shall keep the provisions of
the First Side Letter and this Second Side Letter confidential and shall not
disclose the same to any other person or entity other than a regulator of any
Fund (as such regulator may require), and except at the request, or with the
prior written consent, of the Agent.

     5. Captions. The captions herein have been inserted solely for convenience
or reference and in no way define, limit or describe the scope or substance of
any provision of the First Side Letter or this Second Side Letter.

     If the foregoing is acceptable to you, kindly indicate your consent by
executing the enclosed duplicate original copy of this Second Side Letter. This
instrument is executed under seal as of the date and year first above-written
and shall be governed by, and construed in accordance with, the laws of The
Commonwealth of Massachusetts.

                                        Sincerely,

                                        EACH REGISTERED MANAGEMENT
                                        INVESTMENT COMPANY PARTY TO THE
                                        AGREEMENT


                                        By: /s/ Nimish Bhatt
                                            ------------------------------------
                                            Nimish Bhatt,
                                            Treasurer, Duly Authorized


ACCEPTED AND AGREED:

STATE STREET BANK AND TRUST COMPANY


By: /s/ Joseph L. Hooley
    ---------------------------------
    Joseph L. Hooley,
    Executive Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.K.3
<SEQUENCE>12
<FILENAME>c97003a3exv99wkw3.txt
<DESCRIPTION>FINANCIAL ACCOUNTING SERVICES AGREEMENT
<TEXT>
<PAGE>
                                                                      Exhibit k3

                              Amended and Restated
                     Financial Accounting Services Agreement

     THIS AGREEMENT is made as of December 13, 2004 among the parties listed in
Schedule I, as it may be amended from time to time (singularly "Party" and
collectively "Parties") and Calamos Advisors LLC, a Delaware limited liability
company ("Calamos").

                                    Recitals

     A.   Each Party is registered under the Investment Company Act of 1940, as
          amended (the "1940 Act"), as a management investment company;

     B.   Calamos has the resources to provide accounting services to investment
          companies; and

     C.   The Parties desire to retain Calamos to provide certain accounting
          services.

                                    Agreement

     The parties agree as follows:

1.   APPOINTMENT OF CALAMOS AS FUND ACCOUNTANT

     Each Party appoints Calamos as one of its respective accountants on the
     terms and conditions set forth in this Agreement, and Calamos accepts such
     appointment and agrees to perform the services and duties set forth in this
     Agreement.

2.   SERVICES AND DUTIES OF CALAMOS

     Calamos shall provide the following accounting services to each Party,
     including but not limited to:

     A.   Manage the Party's expenses and expense payment processing.

     B.   Monitor the calculation of expense accrual amounts for each Party and
          make any necessary modifications.

     C.   Coordinate any expense reimbursement calculations and payment.

     D.   Calculate yields on a Party in accordance with rules and regulations
          of the Securities and Exchange Commission (the "SEC").

     E.   Calculate net investment income dividends and capital gain
          distributions.

          (1)  Calculate, track and report tax adjustments on all assets of each
               Party, including but not limited to contingent debt and preferred
               trust obligations.

          (2)  Prepare excise tax and fiscal year distribution schedules.
<PAGE>
          (3)  Prepare tax information required for financial statement
               footnotes.

          (4)  Prepare state and federal income tax returns.

          (5)  Prepare specialized calculations of amortization on convertible
               securities.

          (6)  Prepare year-end dividend disclosure information.

          (7)  Coordinate the audits for each Fund.

          (8)  Prepare financial reporting statements for each Fund.

          (9)  Prepare regulatory filing.

          (10) Calculate asset coverage test for CHI, CHY, CSQ and CGO

          (11) Prepare and distribute press releases for CHI CHY, CSQ and CGO.

     F.   Calculate trustee deferred compensation plan accruals and valuations.

     G.   Prepare Form 1099 information statements for Board members and service
          providers.

3.   COMPENSATION

     Each Party shall compensate Calamos for providing the services set forth in
     this Agreement in accordance with the fee schedule set forth on Exhibit A
     hereto (as amended from time to time by written agreement of the parties).
     Each Party shall pay all fees and reimbursable expenses within 30 calendar
     days following receipt of the billing notice, except for any fee or expense
     subject to a good faith dispute. Notwithstanding anything to the contrary,
     amounts owed by a Party to Calamos shall only be paid out of the assets and
     property of the particular Party involved.

4.   INDEMNIFICATION; LIMITATION OF LIABILITY

     A.   Calamos shall exercise reasonable care in the performance of its
          duties under this Agreement. Calamos shall not be liable for any error
          of judgment or mistake of law or for any loss suffered by a Party in
          connection with matters to which this Agreement relates, including
          losses resulting from mechanical breakdowns or the failure of
          communication or power supplies beyond Calamos' control, except a loss
          arising out of or relating to Calamos' refusal or failure to comply
          with the terms of this Agreement or from bad faith, negligence, or
          willful misconduct on its part in the performance of its duties under
          this Agreement. Notwithstanding any other provision of this Agreement,
          if Calamos has exercised reasonable care in the performance of its
          duties under this Agreement, each Party shall indemnify and hold
          harmless Calamos, its directors, officers, employees and agents from
          and against any and all claims, demands, losses, expenses, and
          liabilities of any and


                                        2
<PAGE>
          every nature (including reasonable attorneys' fees) that Calamos, its
          directors, officers, employees and agents may sustain or incur or that
          may be asserted against Calamos by any person arising out of any
          action taken or omitted to be taken by it in performing the services
          hereunder, (i) in accordance with the standard of care set forth
          herein, or (ii) in reliance upon any written or oral instruction
          provided to Calamos by any duly authorized officer of a Party, such
          duly authorized officer to be included in a list of authorized
          officers furnished to Calamos and as amended from time to time in
          writing by resolution of a Party's Board of Trustees, except for any
          and all claims, demands, losses, expenses, and liabilities arising
          directly or indirectly out of or relating to Calamos' refusal or
          failure to comply with the terms of this Agreement or from bad faith,
          negligence or from willful misconduct on its part in performance of
          its duties under this Agreement.

          Calamos shall indemnify and hold each Party, its officers, trustees
          and employees harmless from and against any and all claims, demands,
          losses, expenses, and liabilities of any and every nature (including
          reasonable attorneys' fees) that such Party may sustain or incur or
          that may be asserted against such Party by any person arising directly
          or indirectly out of any action taken or omitted to be taken by
          Calamos as a result of Calamos' refusal or failure to comply with the
          terms of this Agreement, its bad faith, negligence, or willful
          misconduct.

          In the event of a mechanical breakdown or failure of communication or
          power supplies beyond its control, Calamos shall take all reasonable
          steps to minimize service interruptions for any period that such
          interruption continues beyond Calamos' control. Calamos will make
          every reasonable effort to restore any lost or damaged data and
          correct any errors resulting from such a breakdown at the expense of
          Calamos. Calamos agrees that it shall, at all times, have reasonable
          contingency plans with appropriate parties, making reasonable
          provision for emergency use of electrical data processing equipment to
          the extent appropriate equipment is available. Representatives of each
          Party shall be entitled to inspect Calamos' premises and operating
          capabilities at any time during regular business hours of Calamos,
          upon reasonable notice to Calamos.

          Notwithstanding the above, Calamos reserves the right to reprocess and
          correct administrative errors at its own expense.

     B.   In order that the indemnification provisions contained in this section
          shall apply, it is understood that if in any case the indemnitor may
          be asked to indemnify or hold the indemnitee harmless, the indemnitor
          shall be fully and promptly advised of all pertinent facts concerning
          the situation in question, and it is further understood that the
          indemnitee will use all reasonable care to notify the indemnitor
          promptly concerning any situation that presents or appears likely to
          present the probability of a claim for indemnification. The indemnitor
          shall have the option to defend the indemnitee against any claim that
          may be the subject of this indemnification with counsel reasonably
          satisfactory to indemnitee unless the legal rights and defenses


                                        3
<PAGE>
          available to indemnitor and indemnitee present a conflict for joint
          counsel. In the event that the indemnitor so elects to defend
          indemnitee, it will so notify the indemnitee and thereupon the
          indemnitor shall take over complete defense of the claim, and the
          indemnitee shall in such situation initiate no further legal or other
          expenses for which it shall seek indemnification under this section
          provided, however, if a conflict of interest arises after the election
          to defend, indemnitee may select its own counsel and shall be entitled
          to seek indemnification for expenses. Indemnitee shall in no case
          confess any claim or make any compromise in any case in which the
          indemnitor will be asked to indemnify the indemnitee except with the
          indemnitor's prior written consent; provided however, that the
          indemnitor shall not settle a claim that results in any admission of
          wrongdoing by indemnitee without indemnitee's prior written consent.

5.   PROPRIETARY AND CONFIDENTIAL INFORMATION

     Calamos agrees on behalf of itself and its directors, officers, and
     employees to treat confidentially and as proprietary information of each
     Party all records and other information relative to such Party and prior,
     present, or potential shareholders of such Party (and clients of said
     shareholders) including all shareholder trading information, and not to use
     such records and information for any purpose other than the performance of
     its responsibilities and duties hereunder, except after prior notification
     to and approval in writing by the Party, which approval shall not be
     unreasonably withheld when requested to divulge such information by duly
     constituted authorities, or when so requested by such Party. Calamos
     acknowledges that it may come into possession of material nonpublic
     information with respect to a Party and confirms that it has in place
     effective procedures to prevent the use of such information in violation of
     applicable insider trading laws.

     Further, Calamos will adhere to the privacy policies adopted by each Party
     pursuant to Title V of the Gramm-Leach-Bliley Act, as it may be modified
     from time to time (the "Act"). Notwithstanding the foregoing, Calamos will
     not share any nonpublic personal information concerning any Party's
     shareholders with any third party unless specifically directed by such
     Party or allowed under one of the exceptions noted under the Act.

6.   TERM OF AGREEMENT; AMENDMENT

     This Agreement shall become effective as of the date first written above
     and will continue in effect until July 31, 2005, and from year-to-year
     thereafter; this Agreement may be terminated by either party upon giving 60
     days prior written notice to the other party or such shorter period as is
     mutually agreed upon by the parties. This Agreement may be amended by
     mutual written agreement of the parties.

7.   RECORDS

     Calamos shall keep records relating to the services to be performed
     hereunder in the form and manner, and for such period, as it may deem
     advisable and is agreeable to the Parties, but not inconsistent with the
     rules and regulations of appropriate government authorities,


                                        4
<PAGE>
     in particular, Section 31 of the 1940 Act and the rules thereunder. Calamos
     agrees that all such records prepared or maintained by Calamos relating to
     the services to be performed by Calamos hereunder are the property of each
     respective Party and will be preserved, maintained, and made available in
     accordance with such applicable sections and rules of the 1940 Act and will
     be promptly surrendered to such Party on and in accordance with its
     request. Calamos agrees to provide any records necessary for each Party to
     comply with its disclosure controls and procedures adopted in accordance
     with the Sarbanes-Oxley Act. Without limiting the generality of the
     foregoing, the Calamos shall cooperate with each Party and assist such
     Party as necessary by providing information to enable the appropriate
     officers of such Party to execute any certification required under that
     Act.

8.   GOVERNING LAW

     This Agreement shall be construed in accordance with the laws of the State
     of Illinois, without regard to conflicts of law principles. To the extent
     that the applicable laws of the State of Illinois, or any of the provisions
     herein, conflict with the applicable provisions of the 1940 Act, the latter
     shall control, and nothing herein shall be construed in a manner
     inconsistent with the 1940 Act or any rule or order of the SEC thereunder.

9.   DUTIES IN THE EVENT OF TERMINATION

     In the event that, in connection with termination of this Agreement, a
     successor to any of Calamos' duties or responsibilities hereunder is
     designated by the Parties by written notice to Calamos, Calamos will
     promptly, upon such termination and at the expense of each Party, transfer
     to such successor all relevant books, records, correspondence and other
     data established or maintained by Calamos under this Agreement in a form
     reasonably acceptable to the Parties (if such form differs from the form in
     which Calamos has maintained the same, each Party shall pay any expenses
     associated with transferring the same to such form), and will cooperate in
     the transfer of such duties and responsibilities, including provision for
     assistance from Calamos' personnel in the establishment of books, records
     and other data by such successor.

10.  NO AGENCY RELATIONSHIP

     Nothing herein contained shall be deemed to authorize or empower Calamos to
     act as agent for the Trust party to this Agreement, nor to conduct business
     in the name, or for the account, of the other party to this Agreement.

11.  DATA NECESSARY TO PERFORM SERVICES

     The Parties or their agent shall furnish to Calamos the data necessary to
     perform the services described herein at such times and in such form as
     mutually agreed upon. If Calamos is also acting in another capacity for
     such Party, nothing herein shall be deemed to relieve Calamos of any of its
     obligations in such capacity.

12.  ASSIGNMENT


                                        5
<PAGE>
     This Agreement may not be assigned by either party without the prior
     written consent of the other party.

13.  NOTICES

     Any notice required or permitted to be given by either party to the other
     shall be in writing and shall be deemed to have been given on the date
     delivered personally or by courier service, or upon delivery after sent by
     registered or certified mail, postage prepaid, return receipt requested, or
     on the date sent and confirmed received by facsimile transmission to the
     other party's address set forth below:

     Notice to Calamos shall be sent to:

          Calamos Asset Management, Inc.
          Attention: General Counsel
          1111 East Warrenville Road,
          Naperville, IL 60563-1493

     and notice to the Parties shall be sent to:

          [NAME OF PARTY]
          Attention: Treasurer
          1111 East Warrenville Road,
          Naperville, IL 60563-1493

14.  ENTIRE AGREEMENT

     This Agreement constitutes the entire agreement of the parties with respect
     to the subject matter hereof and supersedes all prior agreements,
     arrangements and understandings, whether written or oral.


                                        6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer on one or more counterparts as of the date first
above written.

CALAMOS INVESTMENT TRUST, ON BEHALF     CALAMOS ADVISORS LLC
AND EACH OF ITSELF AND EACH SERIES
THEREUNDER


By:                                     By:
    ---------------------------------       ------------------------------------
Title: Assistant Treasurer              Title: Secretary


CALAMOS ADVISORS TRUST, ON BEHALF OF
ITSELF AND EACH SERIES THEREUNDER


By:
    ---------------------------------
Title: Assistant Treasurer


CALAMOS CONVERTIBLE OPPORTUNITIES AND
INCOME FUND


By:
    ---------------------------------
Title: Assistant Treasurer


CALAMOS CONVERTIBLE AND HIGH INCOME
FUND


By:
    ---------------------------------
Title: Assistant Treasurer


CALAMOS STRATEGIC TOTAL RETURN FUND


By:
    ---------------------------------
Title: Assistant Treasurer


CALAMOS GLOBAL TOTAL RETURN FUND


By:
    ---------------------------------
Title: Assistant Treasurer


                                       7
<PAGE>
                                    EXHIBIT A
                                     TO THE
                     FINANCIAL ACCOUNTING SERVICES AGREEMENT

                                  FEE SCHEDULE

     Each Party shall pay to Calamos for the services contemplated hereunder the
following annual rate based on the daily average net assets of all Parties:

          0.0175% on the first $1 billion
          0.0150% on the next $1 billion
          0.0110% on average net assets in excess of $2 billion
<PAGE>
                                   SCHEDULE I

Calamos Investment Trust, a Massachusetts business trust
     Calamos Convertible Fund
     Calamos Growth and Income Fund
     Calamos Market Neutral Fund
     Calamos Growth Fund
     Calamos Global Growth and Income Fund
     Calamos High Yield Fund
     Calamos Value Fund
     Calamos Blue Chip Fund
     Calamos International Growth Fund

Calamos Advisors Trust, a Massachusetts business trust
     Calamos Growth and Income Portfolio

Calamos Convertible Opportunities and Income Fund, a Delaware statutory trust

Calamos Convertible and High Income Fund, a Delaware statutory trust

Calamos Strategic Total Return Fund, a Delaware statutory trust

Calamos Global Total Return Fund, a Delaware statutory trust
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.L.1
<SEQUENCE>13
<FILENAME>c97003a3exv99wlw1.txt
<DESCRIPTION>OPINION OF VEDDER, PRICE, KAUFMAN & KAMMHOLZ
<TEXT>
<PAGE>

                                                                     EXHIBIT 1.1

VEDDERPRICE                              VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
                                         222 NORTH LASALLE STREET
                                         CHICAGO, ILLINOIS 60601
                                         312-609-7500
                                         FACSIMILE: 312-609-5005

                                         OFFICES IN CHICAGO, NEW YORK CITY AND
                                         LIVINGSTON, NEW JERSEY

                                         October 24, 2005

Calamos Global Total Return Fund
2020 Calamos Court
Naperville, IL  60563

      Re: Calamos Global Total Return Fund

Ladies and Gentlemen:

      We are acting as special counsel to Calamos Global Total Return Fund, a
Delaware statutory trust (the "Fund"), in connection with the Fund's filing of a
registration statement on Form N-2 under the Securities Act of 1933 ("1933 Act")
(File No. 333-114111) and the Investment Company Act of 1940 (File No.
811-21547) (the "Registration Statement") with the Securities and Exchange
Commission (the "SEC") covering the registration and proposed issuance of common
shares of beneficial interest (the "Shares") of the Calamos Global Total Return
Fund Series (the "Series").

      In rendering this opinion, we have examined:

            (a) the form of Underwriting Agreement (the "Underwriting
Agreement"), substantially in the form filed as an exhibit to the Registration
Statement, proposed to be entered into among the Fund, Calamos Advisors LLC and
Citigroup Global Markets Inc. as representative of the several underwriters
named therein;

            (b) the Registration Statement;

            (c) the Certificate of Trust and the Agreement and Declaration of
Trust of the Fund;

            (d) the By-Laws of the Fund;

            (e) resolutions of the Board of Trustees in connection with the
proposed issuance of the Shares;

            (f) a Certificate of Good Standing as of a recent date from the
Secretary of State of the State of Delaware; and

<PAGE>

VEDDERPRICE

Calamos Global Total Return Fund
October 24,2005
Page 2

            (g) such other documents as we, in our professional judgment, have
deemed necessary or appropriate as a basis for the opinions set forth below
(items b-e above are referred to herein as the "Governing Documents").

      In examining the documents referred to above, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of documents purporting to be originals and the conformity to
originals of all documents submitted to us as copies. As to questions of fact
material to our opinion, we have relied (without investigation or independent
confirmation) upon the representations contained on certificates and other
communications from public officials and officers of the Fund. We have assumed
that the Registration Statement and the Underwriting Agreement will be duly
completed, executed and delivered. With respect to the opinions expressed below,
we note that, pursuant to Section 2 of Article VIII of the Agreement and
Declaration of Trust, the Trustees have the power to cause each shareholder, or
each shareholder of a particular series, to pay directly, in advance or arrears,
for charges of the Fund's custodian or transfer, shareholder servicing or
similar agent, an amount fixed from time to time by the Trustees, by setting off
such charges due from such shareholder from declared but unpaid dividends owed
such shareholder and/or by reducing the number of shares in the account of such
shareholder by that number of full and/or fractional shares which represents the
outstanding amount of such charges due from such shareholder.

      We express no opinion as to the laws of any jurisdiction other than Title
12, Chapter 38 (Treatment of Delaware Statutory Trusts) of the Code of the State
of Delaware, and we are relying, with your consent, solely upon the opinion of
Morris, Nichols, Arsht & Tunnell, special Delaware counsel to the Fund, dated
October 24, 2005.

      Based on the foregoing, and subject to the qualifications, exceptions and
limitations set forth herein and in the opinion of Morris, Nichols, Arsht &
Tunnell referred to above, we are of the opinion that:

      (1)   The Fund is a duly formed and validly existing statutory trust in
            good standing under the laws of the State of Delaware; and

      (2)   The Shares, when issued to shareholders in accordance with the
            terms, conditions, requirements and procedures set forth in the
            Governing Documents and delivered by the Fund pursuant to the
            Underwriting Agreement against payment of the consideration set
            forth in the Underwriting Agreement, will constitute legally issued,
            fully paid and non-assessable Shares of beneficial interest in the
            Series.

      We hereby consent to the filing of this opinion as Exhibit l.1 to the
Registration Statement and to the reference to us under the caption "Legal
Opinions" in the prospectus contained in the Registration Statement. In giving
our consent, we do not thereby admit that we

<PAGE>

VEDDERPRICE

Calamos Global Total Return Fund
October 24,2005
Page 3

are in the category of persons whose consent is required under Section 7 of the
1933 Act or the rules and regulations of the SEC thereunder. The opinions
expressed herein are matters of professional judgment and are not a guarantee of
result.

                                       Very truly yours,

                                       Vedder, Price, Kaufman & Kammholz, P.C.

JTB/DBE
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.L.2
<SEQUENCE>14
<FILENAME>c97003a3exv99wlw2.txt
<DESCRIPTION>OPINION OF MORRIS, NICHOLS, ARSHT & TUNNELL
<TEXT>
<PAGE>

                                                                     EXHIBIT 1.2

                                October 24, 2005

Calamos Global Total Return Fund
2020 Calamos Court
Naperville, Illinois 60563

Vedder, Price, Kaufman & Kammholz, P.C.
222 North LaSalle Street
Chicago, Illinois  60601

            Re: Calamos Global Total Return Fund

Ladies and Gentlemen:

            We have acted as special Delaware counsel to Calamos Global Total
Return Fund, a Delaware statutory trust (the "Trust"), in connection with
certain matters relating to the formation of the Trust and the issuance of
common shares of beneficial interest in the Calamos Global Total Return Fund
Series (the "Series") of the Trust. Such common shares are referred to herein as
the "Shares". Capitalized terms used herein and not otherwise herein defined are
used as defined in the Agreement and Declaration of the Trust of the Trust dated
as of March 12, 2004 (the "Governing Instrument").

            In rendering this opinion, we have examined and relied on copies of
the following documents, each in the form provided to us: the Certificate of
Trust of the Trust as filed in the Office of the Secretary of State of the State
of Delaware (the "State Office") on March 30, 2004 (the "Certificate of Trust");
the Governing Instrument; Minutes of the Organizational Meeting of the Board of
Trustees held on March 12, 2004 (the "Organizational Resolutions"); Minutes of a
meeting of the Board of Trustees of the Trust held on October 7, 2005 (the
"October 7, 2005 Resolutions" and together with the Organizational Resolutions,
the "Resolutions"); the By-laws of the Trust (the "By-laws"); the Trust's
Registration Statement No. 333-114111 under the Securities Act of 1933 on Form
N-2 as filed with the Securities and Exchange Commission (the "Commission") on
March 31, 2004 (the "Registration Statement") the Trust's Pre-Effective
Amendment No. 1 to the Registration Statement as filed with the Commission on
August 25, 2005 and the Trust's Pre-Effective Amendment No. 2 to the
Registration Statement as filed with the Commission on September 28, 2005 (as so
amended, the "Amended Registration Statement" and, together with the Governing
Instrument, the By-laws and the Resolutions, the "Governing Documents"); and a
certification of good standing of the Trust obtained as of a recent date from

<PAGE>

Calamos Global Total Return Fund
Vedder, Price, Kaufman & Kammholz, P.C.
October 24, 2005
Page 2

the State Office. In such examinations, we have assumed the genuineness of all
signatures, the conformity to original documents of all documents submitted to
us as copies or drafts of documents to be executed, and the legal capacity of
natural persons to complete the execution of documents. We have further assumed
for the purpose of this opinion: (i) the due authorization, adoption, execution
and delivery by, or on behalf of, each of the parties thereto of the
above-referenced instruments, certificates and other documents (including the
due adoption by the Trustees of the Resolutions), and of all documents
contemplated by either the Governing Documents or any applicable resolutions of
the Trustees to be executed by investors desiring to become Shareholders; (ii)
the payment of consideration for Shares, and the application of such
consideration, as provided in the Governing Documents, and compliance with the
other terms, conditions and restrictions set forth in the Governing Documents
and all applicable resolutions of the Trustees of the Trust in connection with
the issuance of Shares (including, without limitation, the taking of all
appropriate action by the Trustees to designate Series and Classes of Shares and
the rights and preferences attributable thereto as contemplated by the Governing
Instrument); (iii) that appropriate notation of the names and addresses of, the
number of Shares held by, and the consideration paid by, Shareholders will be
maintained in the appropriate registers and other books and records of the Trust
in connection with the issuance, redemption or transfer of Shares; (iv) that no
event has occurred subsequent to the filing of the Certificate of Trust that
would cause a termination or reorganization of the Trust or a Series or Class of
the Trust under Sections 4 or 6 of Article IX of the Governing Instrument; (v)
that the Trust became or will become, in each case prior to or within 180 days
following the first issuance of beneficial interests therein, a registered
investment company under the Investment Company Act of 1940; (vi) that the
activities of the Trust have been and will be conducted in accordance with the
terms of the Governing Instrument and the Delaware Statutory Trust Act, 12 Del.
C. Sections 3801 et seq. (the "Delaware Act"); and (vii) that each of the
documents examined by us is in full force and effect and has not been modified,
supplemented or otherwise amended, except as herein referenced. No opinion is
expressed herein with respect to the requirements of, or compliance with,
federal or state securities or blue sky laws. Further, we express no opinion
with respect to, and we assume no responsibility for, any offering documentation
relating to the Trust or the Shares. As to any facts material to our opinion,
other than those assumed, we have relied without independent investigation on
the above-referenced documents and on the accuracy, as of the date hereof, of
the matters therein contained.

            Based on and subject to the foregoing, and limited in all respects
to matters of Delaware law, it is our opinion that:

            1. The Trust is a duly formed and validly existing statutory trust
in good standing under the laws of the State of Delaware.

            2. The Shares, when issued to Shareholders in accordance with the
terms, conditions, requirements and procedures set forth in the Governing
Documents, will constitute legally issued, fully paid and non-assessable Shares
of beneficial interest in the Series.

            With respect to the opinion expressed in paragraph 2 above, we note
that, pursuant to Section 2 of Article VIII of the Governing Instrument, the
Trustees have the power to

<PAGE>

Calamos Global Total Return Fund
Vedder, Price, Kaufman & Kammholz, P.C.
October 24, 2005
Page 3

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

            We hereby consent to the filing of a copy of this opinion with the
Securities and Exchange Commission as part of a pre-effective amendment to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as provided in this
paragraph, the opinions set forth above are expressed solely for the benefit of
the addressees hereof and may not be relied upon by any other person or entity
for any purpose without our prior written consent. This opinion speaks only as
of the date hereof and is based on our understandings and assumptions as to
present facts and our review of the above-referenced documents and certificates
and the application of Delaware law as the same exists on the date hereof, and
we undertake no obligation to update or supplement this opinion after the date
hereof for the benefit of any person or entity with respect to any facts or
circumstances that may hereafter come to our attention or any changes in facts
or law that may hereafter occur or take effect.

                                         Sincerely,

                                         MORRIS, NICHOLS, ARSHT & TUNNELL

                                         Louis G. Hering
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.N
<SEQUENCE>15
<FILENAME>c97003a3exv99wn.txt
<DESCRIPTION>CONSENT OF AUDITORS
<TEXT>
<PAGE>

                                                                       EXHIBIT n

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Pre-Effective Amendment No. 3 to Registration
Statement No. 333-114111 of CALAMOS Global Total Return Fund on Form N-2 of our
report dated October 24, 2005, appearing in the Prospectus, which is part of
such Registration Statement. We also consent to the reference under the caption
"Experts" in the Statement of Additional Information, which is also part of such
Registration Statement.

/S/ DELOITTE & TOUCHE LLP

Chicago, Illinois
October 24, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.P
<SEQUENCE>16
<FILENAME>c97003a3exv99wp.txt
<DESCRIPTION>SUBSCRIPTION AGREEMENT
<TEXT>
<PAGE>
                                                                       Exhibit p

                        CALAMOS GLOBAL TOTAL RETURN FUND

                             SUBSCRIPTION AGREEMENT

     This Agreement made October 27, 2005 by and between Calamos Global Total
Return Fund, a Delaware statutory trust (the "Fund"), and Calamos Advisors LLC,
a limited liability company of the state of Delaware(the "Subscriber");

                                   WITNESSETH:

     WHEREAS, the Fund has been formed for the purposes of carrying on business
as a closed-end diversified management investment company;

     WHEREAS, the Subscriber has been selected by the Fund's Board of Trustees
to serve as investment adviser to the Fund; and

     WHEREAS, the Subscriber wishes to subscribe for and purchase, and the Fund
wishes to sell to the Subscriber, ____________ common shares for a purchase
price of $15.00 per share.

     NOW THEREFORE, IT IS AGREED:

     1. The Subscriber subscribes for and agrees to purchase from the Fund
__________ common shares for a purchase price of $15.00 per share. Subscriber
agrees to make payment for these shares at such time as demand for payment may
be made by an officer of the Fund.

     2. The Fund agrees to issue and sell said shares to Subscriber promptly
upon its receipt of the purchase price.

     3. To induce the Fund to accept its subscription and issue the shares
subscribed for, the Subscriber represents that it is informed as follows:

          (a) That the shares being subscribed for have not been and will not be
     registered under the Securities Act of 1933 ("Securities Act");

          (b) That the shares will be sold by the Fund in reliance on an
     exemption from the registration requirements of the Securities Act;

          (c) That the Fund's reliance upon an exemption from the registration
     requirements of the Securities Act is predicated in part on the
     representation and agreements contained in this Subscription Agreement;

          (d) That when issued, the shares will be "restricted securities" as
     defined in paragraph (a)(3) of Rule 144 of the General Rules and
     Regulations under the Securities Act ("Rule 144") and cannot be sold or
     transferred by Subscriber unless they are subsequently registered under the
     Securities Act or unless an exemption from such registration is available;
     and


                                       1.
<PAGE>
          (e) That there do not appear to be any exemptions from the
     registration provisions of the Securities Act available to the Subscriber
     for resale for the shares. In the future, certain exemptions may possibly
     become available, including an exemption for limited sales including an
     exemption for limited sales in accordance with the conditions of Rule 144.

The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put it on notice as to
restrictions on the transferability of the shares.

     4. To further induce the Fund to accept its subscription and issue the
shares subscribed for, the Subscriber:

          (a) Represents and warrants that the shares subscribed for are being
     and will be acquired for investment for its own account and not on behalf
     of any other person or persons and not with a view to, or for sale in
     connection with, any public distribution thereof;

          (b) Agrees that any certificates representing the shares subscribed
     for may bear a legend substantially in the following form:

          The shares represented by this certificate have been acquired for
     investment and have not been registered under the Securities Act of 1933 or
     any other federal or state securities law. These shares may not be offered
     for sale, sold or otherwise transferred unless registered under said
     securities laws or unless some exemption from registration is available.

          (c) Consents, as the sole holder of the Trust's common shares of
     beneficial interest and pursuant to Section 23(b)(2) of the Investment
     Company Act of 1940, to the issuance by the Trust of common shares of
     beneficial interest at a price per share as set forth in the Purchase
     Agreement relating to the public offering of Shares; and

     5. This Subscription Agreement and all of its provisions shall be binding
upon the legal representatives, heirs, successors and assigns of the parties
hereto. This Subscription Agreement may be signed in one or more counterparts,
each of which shall be deemed to be an original.


                                       2.
<PAGE>
     IN WITNESS WHEREOF, this Subscription Agreement has been executed by the
parties hereto as of the day and date first above written.

                                       CALAMOS GLOBAL TOTAL RETURN FUND


                                       By:
                                           -------------------------------------
                                           James S. Hamman, Jr., Secretary


                                       CALAMOS ADVISORS LLC


                                       By:
                                           -------------------------------------
                                           Patrick Dudasik,
                                           Executive Vice President


                                       3.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.R.1
<SEQUENCE>17
<FILENAME>c97003a3exv99wrw1.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>
<PAGE>
                                                                     Exhibit r 1

                                                   (CALAMOS INVESTMENTS(R) LOGO)
                                                 STRATEGIES FOR SERIOUS MONEY(R)

                         CALAMOS ASSET MANAGEMENT, INC.

                              CALAMOS ADVISORS LLC

                         CALAMOS FINANCIAL SERVICES LLC

                              CALAMOS PARTNERS LLC

                            CALAMOS INVESTMENT TRUST

                             CALAMOS ADVISORS TRUST

                CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND

                    CALAMOS CONVERTIBLE AND HIGH INCOME FUND

                       CALAMOS STRATEGIC TOTAL RETURN FUND

                        CALAMOS GLOBAL TOTAL RETURN FUND

                                 CODE OF ETHICS

                                       AND

                             INSIDER TRADING POLICY

                                  JUNE 30, 2005
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>                                                                           <C>
SUMMARY ...................................................................     1

Frequently Asked Questions About the Code .................................     1
Ask First .................................................................     2

UNDERSTANDING AND APPLYING THE CODE .......................................     3

Purpose ...................................................................     3
Scope .....................................................................     3
Understanding the Terms ...................................................     3
   "Material" Information .................................................     4
   "Nonpublic" Information ................................................     5
   "Material Nonpublic Information" .......................................     5
   "Tipping" ..............................................................     5
   " Covered Security" ....................................................     5
   "Beneficial Interest" ..................................................     5
Consequences Of Failure To Comply With Code ...............................     6
   External Penalties .....................................................     6
   Action By Calamos ......................................................     6

RESTRICTIONS ON THE USE OF CONFIDENTIAL INFORMATION
BY CALAMOS PERSONNEL ......................................................     7

General Prohibitions ......................................................     7
Material Nonpublic Information About Other Companies ......................     7
Material Nonpublic Information About Calamos ..............................     7
Confidentiality of Nonpublic Information About Calamos ....................     8
Public Disclosure Of Information About Calamos And Its Closed-End Funds ...     8

THE PURCHASE AND SALE OF SECURITIES BY CALAMOS PERSONNEL ..................    10

Trading Policies and Procedures for Non-CAM Securities ....................    10
   Reporting Rules ........................................................    10
      Covered Accounts/Related Persons ....................................    10
      Disclosure of Personal Holdings .....................................    11
      Reporting of Personal Securities Transactions .......................    11
      Confirmations and Statements for Covered Accounts ...................    13
      Certification of Compliance .........................................    13
      Reports to Mutual Fund Boards .......................................    13
   Pre-Clearance of Transactions ..........................................    13
      Securities Other Than Open-End Mutual Funds .........................    14
      Open-End Mutual Funds ...............................................    14
      Calamos Closed-End Funds ............................................    14
      CAM Securities ......................................................    14
   Additional Restrictions ................................................    15
      No Transactions with Clients ........................................    15
</TABLE>


                                       -i-
<PAGE>
<TABLE>
<S>                                                                           <C>
      No Conflicting Transactions .........................................    15
      Initial Public Offerings ............................................    15
      Private Placements ..................................................    15
      Short-term Trading ..................................................    15
   Exceptions and Exemptions ..............................................    16
      Discretionary Accounts of Outside Trustees ..........................    16
      De Minimis Exception ................................................    16
      Hardships ...........................................................    17

Policies and Procedures Regarding Trading In Securities Of CAM ............    17

   Blackout Periods and Trading Windows ...................................    17
      Quarterly Blackout Periods ..........................................    17
      Retirement Plan Blackout Periods ....................................    18
      Event Specific Blackout Periods .....................................    18
      Trading Windows .....................................................    18
   Certain Exceptions .....................................................    19
   Prohibitions ...........................................................    20
   Additional Requirements for Directors and Executive Officers ...........    20
      Section 16 Reporting and Prohibitions ...............................    21
      Rule 144 ............................................................    22

OTHER REGULATORY REQUIREMENTS .............................................    23

   Outside Employment .....................................................    23
   Service As A Director Or Officer .......................................    23
   Gifts ..................................................................    23
      Accepting Gifts and Entertainment ...................................    23
      Presenting Gifts and Entertainment ..................................    24
   Identifying Actual or Potential Conflicts of Interest ..................    24

YEARLY CERTIFICATION ......................................................    25

RECORD RETENTION ..........................................................    25
</TABLE>


                                      -ii-
<PAGE>
SUMMARY

This summary of the Code of Ethics and Insider Trading Policy (the "Code") is
provided for your convenience. It is not a substitute for reading and
understanding the Code, and all personnel are responsible for complying with the
Code as a condition of continuing employment with Calamos Asset Management,
Inc., ("CAM") its subsidiaries and affiliates (collectively, "Calamos").

One of the most important assets that Calamos has is its reputation. Clients
would not retain Calamos or invest in its products if they did not trust us, and
the Code is designed to establish certain standards and procedures that will
ensure that their trust is well-placed. Most of the provisions of the Code
mirror requirements of federal securities laws, or those of agencies that
regulate our businesses, such as the Securities and Exchange Commission and the
NASD. These provisions require Calamos to place the interests of its clients
first at all times, and not to take inappropriate advantage of the trust which
our clients and others place in us. The Code also is designed to assure that
Calamos' investment decisions remain independent and are not influenced by
personal considerations.

The Code addresses five main areas:

     -    Restrictions on the use of Material Nonpublic Information;

     -    Confidentiality of information obtained in the course of employment;

     -    Public disclosure of information about CAM;

     -    The buying and selling of securities by Calamos personnel (including
          the buying and selling of securities of CAM itself); and

     -    Specific limitations on activity of Calamos personnel imposed by
          various regulations.

The first four of these areas focus on the legal and regulatory obligations of
Calamos and its personnel with respect to inside information and trading on or
disclosing that information. The final area deals with regulatory limitations on
conduct by Calamos personnel that could potentially harm Calamos or its
customers in other ways.

FREQUENTLY ASKED QUESTIONS ABOUT THE CODE

     -    Provisions of the Code apply to all Calamos personnel, as well as to
          their "Related Persons," which includes spouses.

     -    You may never buy or sell a security if you are aware of Material
          Nonpublic Information that is relevant to the transaction. This
          prohibition applies to transactions that you may authorize or advise
          for any Calamos customer or personal securities account that you own,
          in whole or part, or have control or substantial influence over.

     -    You may not buy or sell any security if that transaction could cause a
          conflict of interest or an appearance of a conflict of interest in
          relation to your position with Calamos.

     -    You must pre-clear personal transactions involving publicly traded
          securities of individual companies not meeting the de minimis
          exception.


                                       -1-
<PAGE>
     -    The de minimis exception does not exist for purchases and sales of CAM
          securities. All transactions in CAM securities must be pre-cleared.

     -    Any investment in an open-end mutual fund (other than a money market
          fund) must be held for at least 30 days. Exceptions must receive prior
          approval and will be limited to hardship or other unusual
          circumstances.

     -    Transactions and holdings reports are maintained in confidence, except
          to the extent necessary to implement and enforce the provisions of the
          Code or to comply with requests for information from government
          agencies.

ASK FIRST

If you have questions regarding the Code or any particular securities
transaction, call a member of the Legal and Compliance Department before acting.


                                       -2-
<PAGE>
UNDERSTANDING AND APPLYING THE CODE

PURPOSE

The investment management, mutual funds and financial services industries are
highly regulated. All are subject to a wide variety of laws and regulations
designed to protect investors. Similarly, publicly-traded companies are required
to meet strict standards to protect the integrity of the markets in which their
securities trade.

Calamos Asset Management, Inc. ("CAM") is a publicly-traded company. Its
subsidiaries and affiliated companies are primarily involved in the investment
management, mutual funds and financial services industries. Predictably, CAM is
subject to a wide variety of regulations. These regulations also apply to the
directors, officers and employees of Calamos and its subsidiaries (unless
otherwise indicated in this Code of Ethics and Insider Trading Policy (the
"Code"), the term "Calamos" will mean CAM and its subsidiaries). The purpose of
the Code is to explain certain of the responsibilities of Calamos and its
personnel, and to establish standards to which all Calamos personnel are held.
The Code supplements the CAM Code of Business Conduct and Ethics and the Calamos
Employee Handbook.

SCOPE

The Code applies to all directors, officers and employees of Calamos and other
businesses effectively controlled by Calamos, as well as to any outsiders,
including agents and consultants, that have access through Calamos to Material
Nonpublic Information.

The Code applies to all transactions in securities including but not limited to
common stock, options and other derivative instruments (e.g. futures contracts)
for common stock, debt securities, and any other securities that CAM or any
other company may issue.

Questions regarding the Code or its application to specific transactions should
be directed to the Director of Compliance, Chief Compliance Officer or General
Counsel of Calamos.

UNDERSTANDING THE TERMS

Various securities laws make it illegal to buy or sell a company's securities
when in possession of Material Nonpublic Information (as defined below) about
the issuer or its securities. This conduct is known as "insider trading."
Passing on Material Nonpublic Information to someone else who may buy or sell
securities to which the information relates is also illegal. This conduct is
known as "tipping."

     "MATERIAL" INFORMATION

Information should be regarded as material if it could be important to decisions
to buy, sell or hold a company's securities. Any information that could
reasonably be expected to affect the price of company securities should be
considered material. Material information can be positive or negative, and can
relate to historical facts, projections, or future events. Material information
can pertain to a company as a whole, or to divisions or subsidiaries of a
company.

During the course of their employment, Calamos personnel can learn material
information about many companies, including CAM. Information dealing with the
following subjects is likely to be found material in particular situations:


                                       -3-
<PAGE>
          Financial Related Subjects:

          -    Financial results

          -    Changes in earnings forecasts

          -    Unusual significant gains, losses or charges

          -    Significant write-downs in assets

          -    Significant changes in revenues

          -    Significant liquidity issues

          -    Changes in dividends

          -    Stock splits

          -    Stock repurchases

          -    Changes in debt ratings

          -    Significant new equity or debt offerings

          Corporate Developments:

          -    Proposals, plans or agreements, even if preliminary in nature,
               involving significant mergers, acquisitions, divestitures,
               recapitalizations, or strategic alliances

          -    Major changes in directors or executive officers

          Product Related Subjects:

          -    Important new product offerings

          -    Significant developments related to a company's product offerings

          -    Significant developments related to a company's distribution
               relationships

          -    Significant developments related to intellectual property

          Other Subjects:

          -    Developments regarding significant litigation

          -    Developments regarding government agency actions

          -    Execution or termination of significant contracts

This list is only illustrative, and certainly is not all-encompassing. Many
other types of information may be considered material. When in doubt about
whether particular information about CAM or another company is material,
exercise caution and consult with the Director of Compliance or the General
Counsel.

     "NONPUBLIC" INFORMATION

Information about a company is considered nonpublic if it is not available to
the general public. In order for information to be considered available to the
general public, it must have been widely disseminated in a manner designed to
reach investors. This is generally done by the company issuing a national press
release or making a publicly-available filing with the Securities and Exchange
Commission ("SEC"). The circulation of rumors, even if accurate and reported in
the media, does not constitute effective public dissemination.


                                       -4-
<PAGE>
Even after public disclosure of material information regarding a company, an
insider with knowledge of the information must wait a period of two full trading
days after the publication for the information to be absorbed before that person
can treat the information as public.

For purposes of the Code, a full trading day means from the opening of trading
on NASDAQ to the closing of trading on NASDAQ on that day. Accordingly, if an
announcement is made before the commencement of trading on a Tuesday, an
employee in possession of such information may trade in Company securities
starting on Thursday of that week (subject to any applicable blackout period and
assuming the employee is not aware of other Material Nonpublic Information at
that time), because two full trading days would have elapsed by then (all of
Tuesday and Wednesday). If the announcement is made on Tuesday after trading has
begun on NASDAQ, an employee in possession of the information may not trade in
Company securities until Friday. If the announcement is made on Friday after
trading begins, an employee may not trade in Company securities until Wednesday
of the following week. NASDAQ holidays do not count as trading days and will
impact this schedule.

     "MATERIAL NONPUBLIC INFORMATION"

Material Nonpublic Information is information that is not known to the general
public, that, if known, could reasonably be expected to affect the price of a
company's securities, or be considered important in deciding whether to buy,
sell or hold a security. It is often referred to as "inside information."

     "TIPPING"

Tipping is the disclosure of Material Nonpublic Information to another person
for the purpose of trading or other unauthorized purpose. Tipping can result in
liability for both the tipper and tippee.

     "Covered Security"

Covered Security means any stock, bond, future, investment contract, shares of
open and closed-end mutual funds (including those managed by Calamos), exchange
traded funds, or any other instrument that is considered a "security" of the
Investment Company Act of 1940. The term "Covered Security" is very broad and
includes items you might not ordinarily think of as "securities," such as:
options on securities, on indexes, and on currencies; limited partnerships;
foreign unit trusts, foreign mutual funds; private investment funds, hedge
funds, investment clubs; or any right to acquire any security such as a warrant
or convertible. In addition, purchases and sale transactions in any 401K plan,
excluding percentage allocation changes or payroll deduction percentages, are
considered covered securities.

     "Beneficial Interest"

Beneficial Interest shall be interpreted in the same manner as it would be under
Rule 16a-1(2) of the Securities Exchange Act of 1934, as amended, in determining
whether a person is a beneficial owner of a security for the purposes of Section
16 of the Securities Exchange Act of 1934, as amended, and rules and regulations
thereunder. As a general matter, "Beneficial Interest" will be attributed to a
covered person where the covered person (i) possesses the ability to purchase or
sell Covered Securities (or ability to direct the disposition of the Covered
Securities); (ii) possesses voting power (including the power to vote or to
direct the voting) over such Covered Securities; or (iii) receives any benefits
substantially equivalent to those of ownership.


                                       -5-
<PAGE>
CONSEQUENCES OF FAILURE TO COMPLY WITH CODE

     EXTERNAL PENALTIES

Legal penalties for trading on or tipping Material Nonpublic Information are
severe. They include criminal fines, civil fines of several times the profits
gained or losses avoided, imprisonment and private party damages. The penalties
also may apply to anyone who directly or indirectly controlled the person who
committed the violation, including the employer and its management and
supervisory personnel. Significant penalties have been imposed even when the
disclosing person did not profit from the trading.

     ACTION BY CALAMOS

In addition to these possible outside sanctions, Calamos personnel who violate
prohibitions on insider trading or tipping will face additional action from
Calamos itself, up to and including termination of employment.

Compliance with the provisions of the Code is a condition of employment of
Calamos. Taking into consideration all relevant circumstances, management of
Calamos will determine what action is appropriate for any breach of the
provisions of the Code. Possible actions include letters of sanction, suspension
or termination of employment or removal from office.

The Boards of Trustees of any investment company for which Calamos Advisors LLC
is the investment adviser (each, a "Fund") will determine what action is
appropriate for any breach of the provisions of the Code by an Outside Trustee,
which may include removal from the Boards. The Board of Directors of CAM will
determine what action is appropriate for any breach of the provisions of the
Code by an Outside Director, which may include removal from the Board.

Transactions and reports filed pursuant to the Code will be maintained in
confidence, except to the extent necessary to implement and enforce the
provisions of the Code or to comply with request for information from government
agencies. Additional information may be required to clarify the nature of
particular transactions.


                                       -6-
<PAGE>
RESTRICTIONS ON THE USE OF CONFIDENTIAL INFORMATION BY CALAMOS PERSONNEL

GENERAL PROHIBITIONS

Material Nonpublic Information is a legally very important type of confidential
information, but it is only one type of confidential information. Our customers
and suppliers entrust Calamos with important information relating to their
personal and business matters. The nature of this relationship requires strict
confidentiality and trust. In safeguarding the information received, Calamos
earns the respect and further trust of our customers and suppliers. All
employees will be required to sign a Confidentiality Agreement at the time they
are hired and this agreement carries an obligation to maintain strict
confidentiality, even after an employee's employment is terminated.

Any violation of confidentiality seriously injures Calamos' reputation and
effectiveness. Therefore, personnel are not to discuss confidential Calamos
business with anyone who does not work for Calamos, and should never discuss
business transactions with anyone who does not have a direct association with
the transaction. Even casual remarks can be misinterpreted and repeated;
therefore, employees should develop the personal discipline necessary to
maintain confidentiality. If an employee becomes aware of anyone breaking this
trust, they should report the incident to a member of management immediately.

If someone outside Calamos or the employee's department asks questions regarding
confidential matters, you are not required to answer. Instead, you should refer
the request to the department supervisor or a member of senior management.

No one is permitted to remove or make copies of any Calamos records, reports or
documents without prior approval from management.

MATERIAL NONPUBLIC INFORMATION ABOUT OTHER COMPANIES

Calamos personnel may become aware of confidential information concerning
another company. This information may be Material Nonpublic Information and, as
noted above, trading of securities, including futures or options of the company
based on this information is a violation of federal securities law. An employee
cannot trade on this information. Because of its seriousness, trading on or
tipping of confidential information about other companies will result in
immediate termination of employment. Trading in open end mutual funds, like the
Calamos Mutual Funds, is generally permitted because the pricing of shares in
these Funds is done daily, and has greater transparency than the pricing of
other securities. However, there may be times when such trading would be
improper based upon other information.

MATERIAL NONPUBLIC INFORMATION ABOUT CALAMOS

If a director, officer, employee, agent or consultant of Calamos has Material
Nonpublic Information relating to CAM or its securities, it is CAM's policy that
neither that person nor any Related Person (as defined below) may buy, sell or
recommend securities of CAM. The prohibition applies to market purchases and
sales that are part of stock option exercises. It is the responsibility of each
employee to make sure that transactions in any security covered by the Code by
any Related Person complies with the provisions of the Code.

No director, officer, employee, agent or consultant of Calamos may disclose
("tip") Material Nonpublic Information about CAM to any other person, including
Related Persons, not authorized by Calamos to have such information.


                                       -7-
<PAGE>
In addition, no director, officer, employee, agent or consultant of Calamos may
make recommendations or express opinions based on Material Nonpublic Information
regarding trading in CAM securities.

CONFIDENTIALITY OF NONPUBLIC INFORMATION ABOUT CALAMOS

Nonpublic information relating to Calamos is the property of Calamos and the
unauthorized disclosure of such information is prohibited. Various laws and
regulations govern the methods and timing of announcements of information to the
public. Unauthorized disclosures to select individuals or groups could result in
substantial liability for you and Calamos.

PUBLIC DISCLOSURE OF INFORMATION ABOUT CALAMOS AND ITS CLOSED-END FUNDS

In the event any director, officer, employee, agent, or consultant of Calamos
receives any inquiry from outside the company, such as from the media, a stock
analyst or investors, for information that may be nonpublic information
(particularly financial results or projections), the inquiry must be referred to
the Calamos Investment Communications Department. Since Calamos' closed-end
funds are also publicly traded, the same restrictions apply to disclosure of
information about those products. This department is responsible for
coordinating and overseeing the release of such information to the media,
investing public, analysts and others in compliance with applicable laws and
regulations, including Regulation FD.

In communicating with analysts and the general public, Calamos and CAM will
observe the following practices:

     -    Communications to analysts or the general public regarding CAM or the
          closed-end funds which it advises should be made only by John P.
          Calamos, Sr., Nick P. Calamos, Pat Dudasik, or by the Investor
          Relations Department of CAM.

     -    Those seeking information regarding the Funds or other investment
          clients should be transferred to U.S. Bancorp Fund Services, LLC,
          Sales, or, in the case of closed-end funds managed by Calamos, to the
          Vice President of Investment Communications.

     -    CAM will not issue projections of, or comment on, future investment
          performance of itself or any of its products, including the mutual
          funds.

     -    All disclosure of material information made by CAM about itself and
          the closed-end funds managed by Calamos will be broadly disseminated
          to the public.

     -    Ordinary communications of material information by and about CAM
          generally will be through press release, through regular channels. CAM
          will not issue materials regarding itself "for broker-dealer use only"
          or with similar restrictions; instead, any such materials will be
          distributed as press releases. If conference telephone calls to
          discuss material information are scheduled by CAM with analysts, CAM
          will provide adequate notice of the calls, and permit investors to
          listen in by telephone or Internet web casting.


                                       -8-
<PAGE>
If any Calamos employee inadvertently discloses Material Nonpublic Information
to analysts or other market professionals about CAM, or the closed-end funds
managed by Calamos, CAM is obligated to provide that information to the general
public no later than 24 hours after the statement is made, or the commencement
of the next day's trading on NASDAQ. The Investor Relations and the Legal
Department must be notified immediately of any such inadvertent disclosure that
comes to the attention of any Calamos personnel.


                                       -9-
<PAGE>
THE PURCHASE AND SALE OF SECURITIES BY CALAMOS PERSONNEL

Persons employed throughout the financial services industry are subject to
restrictions on the way in which they can buy and sell securities for their own
accounts. These restrictions are imposed by the SEC and other regulators on the
assumption that industry employees have a greater opportunity for access to
Material Nonpublic Information than do employees in other types of businesses.
There are additional restrictions imposed on the trading of Calamos personnel in
securities of CAM. Calamos has long had such restrictions on the personal
securities trading activity of its personnel. Such limitations are designed to
prevent violations of the securities laws, as well as to avoid even the
appearance of impropriety in trading by Calamos personnel, and all personal
trading must be done in a manner consistent with the provisions of this Code.

     TRADING POLICIES AND PROCEDURES FOR NON-CAM SECURITIES

          REPORTING RULES

As part of its obligations under the securities laws, Calamos is required to
maintain information about the trading activity of its personnel.

           INITIAL DISCLOSURE OF COVERED ACCOUNTS AND RELATED PERSONS

When a person begins employment with Calamos, he or she must disclose on an
Initial Securities Holdings Form the following types of brokerage accounts, if
any:

     -    Accounts in your name, in whole or part, including any joint account,
          family account and self-directed account, that hold covered
          securities;

     -    ACCOUNTS IN THE NAME OF YOUR SPOUSE AND MINOR CHILDREN LIVING IN YOUR
          HOUSEHOLD;

     -    Accounts of any other member of your household for which you exercise
          control or substantial influence;

     -    Accounts of any other relatives (of you or your spouse or domestic
          partner) for which you exercise control or substantial influence;

     -    Trust accounts and similar arrangements for which you act as trustee
          or otherwise exercise substantial influence;

     -    Trust accounts and similar arrangements which benefit you directly or
          indirectly (but excluding accounts for which you do not substantially
          influence investment policy or other decisions, directly or
          indirectly);

     -    Corporate accounts controlled, directly or indirectly, by you; and

     -    Accounts in the name of unrelated third parties, such as a civic or
          religious organization, if you make investment decisions for those
          accounts.

UNDER THE FEDERAL SECURITIES LAWS, ACCOUNT HOLDERS WHO FALL INTO THESE
CATEGORIES ARE "RELATED PERSONS," AND ARE SUBJECT TO THE SAME RESTRICTIONS ON
TRADING AS ACTUAL CALAMOS PERSONNEL. CALAMOS PERSONNEL ARE RESPONSIBLE FOR
INSURING THAT THEIR RELATED PERSONS COMPLY WITH THE PROVISIONS OF THE CODE.


                                      -10-
<PAGE>
          DISCLOSURE OF PERSONAL HOLDINGS

Calamos personnel fall into five broad categories:

     -    INVESTMENT PERSONS are those who make, or participate in making,
          investment decisions or recommendations for Calamos clients, or who,
          in connection with their regular functions or duties with Calamos,
          make, participate in, or obtain information regarding the purchase or
          sale of securities by a Client. Investment Persons are each Calamos
          portfolio manager, each research analyst, support staff working
          directly with portfolio managers and analysts, and each trader.

     -    ACCESS PERSONS are those directors, officers and employees of Calamos
          or a trust who are not Investment Persons, Outside Trustees,
          Unaffiliated Trustees or Outside Directors.

     -    OUTSIDE TRUSTEES are those trustees of a Fund who are not "interested
          persons" of the Fund, as that term is defined in the Investment
          Company Act of 1940.

     -    UNAFFILIATED TRUSTEES are those Trustees of a Fund who are not
          affiliated persons of Calamos but are not Outside Trustees.

     -    OUTSIDE DIRECTORS ARE THOSE DIRECTORS OF CALAMOS ASSET MANAGEMENT,
          INC. WHO ARE NOT EMPLOYEES OF CALAMOS.

Each INVESTMENT PERSON, ACCESS PERSON and UNAFFILIATED TRUSTEE shall disclose to
the Compliance Department securities holdings in which he or she or a Related
Person has a beneficial interest (excluding direct obligations of the U. S.
government (U.S. treasury bills, notes and bonds), and money market instruments,
including bank certificates of deposit, bankers' acceptances, commercial paper
and repurchase agreements) no later than 10 days after commencement of
employment with Calamos. Data must be current as of a date no earlier than 45
days before the date of employment of the new employee. In addition, the
Compliance Department must be notified in writing within 10 days of the opening
of a new brokerage account in which he or she or a Related Person has a
Beneficial Interest and there after on the quarterly certification form. Such
information must be updated annually thereafter as of December 31 of each year.
Annual reports shall be delivered to the Compliance Department no later than
January 30 of the following year. The initial holdings and annual holdings
reports shall contain the following information:

     -    The title and number of shares, or principal amount, interest rate and
          maturity date (if applicable), of each security held beneficially;

     -    The name of any broker, dealer, bank or custodian with or through
          which an account is maintained in which the person has a beneficial
          interest, along with the corresponding account number; and

     -    The date the report is submitted.

          REPORTING OF PERSONAL SECURITIES TRANSACTIONS

An OUTSIDE TRUSTEE, UNAFFILIATED TRUSTEE, RELATED PERSON OF AN OUTSIDE TRUSTEE
OR UNAFFILIATED TRUSTEE, OUTSIDE DIRECTOR OR RELATED PERSON OF AN OUTSIDE
DIRECTOR may not trade in a security that the Outside Trustee or Outside
Director, at the time of the transaction, knew, or in the ordinary course of
fulfilling his or her duties as a Trustee or Director should have known, that on
the day of the transaction


                                      -11-
<PAGE>
or within 15 days before or after that day a purchase or sale of that security
was made by or considered for the Fund or other Calamos client.

An OUTSIDE OR UNAFFILIATED TRUSTEE OR A RELATED PERSON OF AN OUTSIDE OR
UNAFFILIATED TRUSTEE shall also report in writing to the Chief Compliance
Officer, WITHIN ONE BUSINESS DAY, any personal securities transaction in shares
of Calamos closed-end Funds. Such reporting is required to meet obligations
under Section 16 of the Securities Exchange Act of 1934 and the rules
thereunder.

An OUTSIDE DIRECTOR OR A RELATED PERSON OF AN OUTSIDE DIRECTOR shall also report
in writing to the General Counsel of Calamos Asset Management, Inc., WITHIN ONE
BUSINESS DAY, any personal securities transaction, including but not limited to
automatic dividend reinvestments in securities of Calamos Asset Management, Inc.
(CLMS). Such reporting is required to meet obligations under Section 16 of the
Securities Exchange Act of 1934 and the rules thereunder.

Each ACCESS PERSON and INVESTMENT PERSON shall (i) identify to Calamos any
brokerage or other account, including accounts of Related Persons, in which he
or she has a beneficial interest and (ii) instruct the broker or custodian to
deliver to Calamos' Compliance Department duplicate confirmations of all
transactions and duplicate monthly statements.

Each ACCESS PERSON, INVESTMENT PERSON, AND UNAFFILIATED TRUSTEE, OR A RELATED
PERSON OF ANY OF THEM, shall report all personal securities transactions,
including transactions in shares of all mutual funds and closed-end funds,
during a quarter to the Compliance Department no later than thirty days after
the end of the calendar quarter. Quarterly transaction reports shall include the
following information for each individual transaction:

     -    the date of the transaction;

     -    title and number of shares or principal amount, interest rate and
          maturity date (if applicable) of each security involved;

     -    the nature of the transaction (i.e., purchase, sale, exchange, gift,
          or other type of acquisition or disposition);

     -    the price at which the transaction was effected;

     -    the name of the broker, dealer or bank with or through which the
          transaction was effected;

     -    the account number; and

     -    the date the report is submitted.

In addition, for each account established during the month in which securities
are held for the benefit of an INVESTMENT PERSON, ACCESS PERSON OR UNAFFILIATED
TRUSTEE, the quarterly report shall include:

     -    the name of the broker, dealer, custodian or bank with whom the
          account was established;

     -    the date the account was established;

     -    the account number; and

     -    the date the report is submitted.


                                      -12-
<PAGE>
Reports relating to the personal securities transactions of the Chief Compliance
Officer shall be reviewed by the Chief Administrative Officer.

          CONFIRMATIONS AND STATEMENTS FOR COVERED ACCOUNTS

Each INVESTMENT PERSON OR ACCESS PERSON must arrange for copies of confirmations
and statements to be provided to the Compliance Department for any Covered
Accounts maintained with a brokerage firm. Instruct the applicable brokerage
firms to provide those copies to: Calamos Advisors LLC, Compliance Department,
1111 E. Warrenville Rd, Naperville, IL 60563. Upon request, the Compliance
Department will send a standard letter to a brokerage firm advising them of
Calamos' arrangements under this Policy.

YOU ARE RESPONSIBLE FOR ENSURING INITIALLY THAT COMPLIANCE RECEIVES THESE
CONFIRMATIONS AND STATEMENTS AND FOR FOLLOWING UP SUBSEQUENTLY IF COMPLIANCE
NOTIFIES YOU THAT THEY ARE NOT BEING RECEIVED. COMPLIANCE MAY DIRECT YOU TO
CLOSE AN ACCOUNT IF THE BROKER FAILS TO PROVIDE PERIODIC CONFIRMATIONS OR
ACCOUNT STATEMENTS ON A TIMELY BASIS.

          CERTIFICATION OF COMPLIANCE

Each INVESTMENT PERSON and ACCESS PERSON is required to certify annually that
(i) he or she has read and understands the Code, (ii) recognizes that he or she
is subject to the Code, and (iii) he or she has disclosed or reported all
personal securities transactions required to be disclosed or reported under the
Code. The Director of Compliance shall annually distribute a copy of the Code
and require certification by all covered persons and shall be responsible for
ensuring that all personnel comply with the certification requirement.

Each INVESTMENT PERSON and ACCESS PERSON who has not engaged in any Personal
Securities Transaction during the preceding year for which a report was required
to be filed pursuant to the Code shall include a certification to that effect in
his or her annual certification.

          REPORTS TO FUND BOARDS

The officers of each Fund shall prepare an annual report to the Boards of
Trustees of the Fund that:

     -    summarizes existing procedures concerning personal investing and any
          changes in those procedures during the past year;

     -    describes issues that arose during the previous year under the Code or
          procedures concerning personal investing, including but not limited to
          information about material violations of the Code and sanctions
          imposed;

     -    certifies to the board that the Fund has adopted procedures reasonably
          necessary to prevent its INVESTMENT PERSONS and ACCESS PERSONS from
          violating the Code; and

     -    identifies any recommended changes in existing restrictions or
          procedures based upon experience under the Code, evolving industry
          practices, or developments in applicable laws or regulations.

In addition, the officers of each Fund shall report to the Board of the Fund on
a quarterly basis any material violations of the Code.


                                      -13-
<PAGE>
     PRE-CLEARANCE OF TRANSACTIONS

No INVESTMENT PERSON or ACCESS PERSON shall engage in a Covered Securities
transaction (including a transaction in any mutual fund that is not a money
market fund) unless the transaction has been approved in advance by a designated
individual as outlined below and executed in accordance with the Employee
Pre-Clearance Procedures. Each approval shall be in writing and shall be
forwarded to the Compliance Department to be filed in the employee's trading
files and maintained for at least five years after the end of the fiscal year in
which it is made, the first two years in an easily accessible place.

          SECURITIES OTHER THAN OPEN-END MUTUAL FUNDS

INVESTMENT PERSONS or ACCESS PERSONS wishing to place trades in Covered
Securities other than open-end mutual funds including, but not limited to,
equities, fixed income, derivatives, closed-end funds (including those managed
by Calamos) and exchange traded funds must obtain written approval from any one
of the CEO, Senior Executive Vice President or Chief Compliance Officer, none of
whom may approve his or her own transactions. In addition, the personal
securities transactions of the CEO and Senior Executive Vice President must be
approved in advance by the Chief Compliance Officer.

          OPEN-END MUTUAL FUNDS

INVESTMENT PERSONS or ACCESS PERSONS wishing to redeem or exchange any open-end
mutual fund shares held for a period of less than 30 calendar days, must obtain
written approval from any one of the Chief Compliance Officer, Director of
Compliance, or Chief Administrative Officer, none of whom may approve his or her
own transactions.

          CALAMOS CLOSED-END FUNDS

In addition, officers and Trustees of Calamos closed-end Funds and Executive
Officers of Calamos Advisors LLC and Calamos Financial Services LLC must notify
the General Counsel of any purchases or sales of Calamos closed-end Funds,
excluding dividend or capital gain reinvestments, on the day such transaction
was effected. Such notification is required to meet reporting obligations under
Section 16 of the Securities Exchange Act of 1934 and the rules thereunder.

          CAM SECURITIES

No OUTSIDE TRUSTEE NOR UNAFFILIATED TRUSTEE many own, directly or indirectly,
any CAM securities.

OUTSIDE DIRECTORS, officers and employees of Calamos must obtain prior clearance
from the Director of Compliance or the General Counsel of CAM before he, she or
a Related Person engages in any transactions in CAM securities, including but
not limited to stock option exercises, gifts, or any other transfer of
securities. Pre-clearance is required even during a trading window.

If pre-clearance is granted, the individual must execute his or her trade within
the period of time indicated by the approving person on the pre-clearance form,
which period of time shall not exceed two business days from the day on which
pre-clearance is granted.


                                      -14-
<PAGE>
     ADDITIONAL RESTRICTIONS

          NO TRANSACTIONS WITH CLIENTS

No INVESTMENT PERSON, ACCESS PERSON or OUTSIDE TRUSTEE shall knowingly sell to
or purchase from a client any security or other property except securities
issued by that Client.

          NO CONFLICTING TRANSACTIONS

No INVESTMENT PERSON, ACCESS PERSON or OUTSIDE TRUSTEE shall purchase or sell
for his or her own personal account and benefit, or for the account and benefit
of any relative, any security (other than shares of a Fund) that the person
knows or has reason to believe is being purchased or sold or considered for
purchase or sale by a client, until the client's transactions have been
completed or consideration of such transactions has been abandoned. A
conflicting order is any order for the same security, or option on that order,
that has not been fully executed. A purchase of a security is being "actively
considered" (a) when a recommendation to purchase or sell has been made for the
Client and is pending or (b) with respect to the person making the
recommendation, when that person is seriously considering making the
recommendation.

Absent extraordinary circumstances, a personal securities transaction shall not
be executed until the fifth business day after completion of any transaction for
a Client. The purchase and sale of shares of any Fund by an INVESTMENT PERSON,
ACCESS PERSON, OUTSIDE TRUSTEE OR OUTSIDE DIRECTOR shall not be viewed as a
conflicting transaction for the purpose of this section.

          INITIAL PUBLIC OFFERINGS

No INVESTMENT PERSON or ACCESS PERSON shall acquire any security in an initial
public offering.

          PRIVATE PLACEMENTS

No INVESTMENT PERSON or ACCESS PERSON shall acquire any security in a private
placement without the express written prior approval of the President or Senior
Executive Vice President of Calamos. In deciding whether that approval should be
granted, consideration will be given to whether the investment opportunity
should be reserved for clients and whether the opportunity has been offered
because of the person's relationship with Calamos or its clients. An INVESTMENT
PERSON who has been authorized to acquire a security in a private placement must
disclose that investment if he or she later participates in consideration of an
investment in that issuer for a client's account. Any investment decision for
the client relating to that security must be made by other Investment Persons.

          SHORT-TERM TRADING

No INVESTMENT PERSON may profit from the purchase and sale, or sale and
purchase, of the same (or equivalent) securities, other than shares of mutual
funds, within 60 days if the same (or equivalent) securities have been held by a
Client during such 60-day period. Any profit so realized will be required to be
donated to a charitable organization selected by Calamos.


                                      -15-
<PAGE>
     EXCEPTIONS AND EXEMPTIONS

The provisions of this Code are intended to limit the personal investment
activities of persons subject to the Code only to the extent necessary to
accomplish the purposes of the Code. Therefore, the pre-clearance and reporting
provisions of the Code shall not apply to:

     -    Purchases or sales effected in any account over which the persons
          subject to this Code have no direct or indirect influence or control,
          including discretionary accounts #;

     -    Purchases or sales of:

               -    U.S. government securities;

               -    Money Market Mutual Funds;

               -    Bank certificates of deposit or commercial paper;

     -    Purchases or sales that are non-volitional on the part of either the
          person subject to the Code or any client (including transactions
          pursuant to Rule 10b5-1 plans, discussed below);

     -    Purchases that are part of an automatic dividend reinvestment plan
          (additional restrictions apply to CAM dividend reinvestment plan
          described below);

     -    Purchases effected upon the exercise of rights issued by an issuer pro
          rata to all holders of a class of securities to the extent such rights
          were acquired from such issuer, and sales of such rights so acquired;
          and

     -    Purchases or sales made as part of a 529 Plan;

     -    Purchases or sales of exchange traded funds that are based on a
          broad-based securities index;

     -    Purchases or sales of municipal bonds.

          DISCRETIONARY ACCOUNTS OF OUTSIDE TRUSTEES

Purchases and sales of securities in an account in which an Outside Trustee or a
Related Person has a beneficial interest shall not be subject to the
prohibitions of the Code if the account is managed by someone other than the
Outside Trustee or Related Person, and the Outside Trustee or Related Person did
not have knowledge of the transactions until after they had been executed,
provided the Outside Trustee has previously identified the account to Calamos'
Director of Compliance.

          DE MINIMIS EXCEPTION

Purchases or sales in an amount less than $10,000 in a security of an issuer
(other than shares of mutual funds) that has a market capitalization of at least
$5 billion are exempt from the prohibitions with respect to whether Calamos is
trading the same security for the accounts of its clients of this Code, and are
exempt from the pre-clearance requirements of the Code. However, please note
that trades falling within this de minimis exception must be reported pursuant
to the requirements of this Code.

This exception does not apply to transactions in securities of CAM itself.

- ----------
#    In order for an account to be deemed discretionary, approval must be
     received by the Director of Compliance. Supporting documentation must be
     provided in the form of a letter from the manager of the discretionary
     account and a copy of the most recent account statement.


                                      -16-
<PAGE>
          HARDSHIPS

Under unusual circumstances, such as a personal financial emergency, employee
stock ownership plans, stock option plans and certain personal trusts, or when
it is determined that no conflict of interest or other breach of duty is
involved, application for an exemption to make a transaction may be made to the
Director of Compliance or Chief Compliance Officer, which application may be
denied or granted. To request consideration of an exemption, submit a written
request containing details on your circumstances, reasons for the exception and
exception requested.

The Director of Compliance may, in unusual circumstances, approve exceptions
from the Code of Ethics applicable to an individual, based on the unique
circumstances of such individual and based on a determination that the
exceptions can be granted (i) consistent with the individual's fiduciary
obligations to Clients and (ii) pursuant to procedures that are reasonably
designed to avoid a conflict of interest for the individual. Any such exceptions
shall be subject to such additional procedures, reviews and reporting as
determined appropriate by the Director of Compliance in connection with granting
such exception. Any such exceptions will be reported to the Board of Directors
of CAM at the meeting of the Board of Directors and the Boards of Trustees of
the Funds, respectively, immediately following the grant of such exception, and
such Board of Directors or Board of Trustees shall have the power to revoke or
modify any such exceptions prospectively.

     POLICIES AND PROCEDURES REGARDING TRADING IN SECURITIES OF CAM

The personal trading policies and procedures regarding securities of other
companies are broadly designed to protect Calamos clients against potential
misuse of Material Nonpublic Information by Calamos personnel that could
disadvantage the client, or enrich Calamos personnel at the expense of clients.

Additional restrictions apply to transactions in CAM securities by Calamos
personnel. These restrictions are required under federal law to protect
shareholders of Calamos from the potential misuse of Material Nonpublic
Information about Calamos itself.

Broadly speaking, the provisions of the Code with respect to the purchase and
sale of securities of other companies apply equally to the purchase and sale of
CAM securities. For example, covered accounts that hold CAM securities must be
disclosed, duplicate confirmations and statements must be provided, and
transactions in CAM securities must be pre-cleared. However, trading in CAM
securities by CAM personnel and their Related Persons are limited to specific
periods. Note that the de minimis exceptions applicable to securities of other
companies does not apply to transactions in CAM securities by CAM personnel and
their Related Persons; in other words, every trade must be pre-approved.

          BLACKOUT PERIODS AND TRADING WINDOWS

               QUARTERLY BLACKOUT PERIODS

The period leading up to CAM's announcement of its quarterly financial results
is a particularly sensitive period of time for trading in CAM securities from
the perspective of complying with applicable securities laws. During this
period, directors, officers and certain employees and consultants may often
possess Material Nonpublic Information about the expected financial results for
the quarter. As a result, directors, officers and employees of CAM are
prohibited from trading in CAM securities and entering into trading plans
including but not limited to dividend reinvestments during the period beginning
on the first day of the last fiscal month of each fiscal quarter and ending at
the close of trading on the NASDAQ National Market ("NASDAQ") on the second full
trading day following the release of the quarterly financial


                                      -17-
<PAGE>
results. The beginning and end of each such blackout period will be announced by
the Director of Compliance.

The exempt transactions described below under "Certain Exemptions" are
permissible even during the quarterly blackout periods. However, entering into a
Rule 10b5-1 trading plan and setting up regularly scheduled plan transactions
such as dividend reinvestment plan in CAM Securities are prohibited during
blackout periods. Rule 10b5-1 trading plans are described further in that
Section.

               RETIREMENT PLAN BLACKOUT PERIODS

In the event that CAM shares are available in any Calamos retirement plan,
directors and executive officers of Calamos are prohibited from purchasing,
selling, acquiring or transferring Calamos shares and derivative securities
acquired in connection with their service or employment during any blackout
periods of more than three consecutive business days applicable to the
participants in such retirement plan. Such blackout periods, while rare, usually
occur in connection with administrative changes to the plans and plan service
providers. The retirement plan or its sponsor is required to give directors,
executive officers and affected plan participants advance written notice of such
retirement plan blackout periods.

These blackout periods are intended to conform to the current and any future
requirements of and exceptions to Section 306 of the Sarbanes-Oxley Act of 2002,
as amended ("Section 306"). This prohibition will be interpreted and implemented
in accordance with Section 306 and the regulations thereunder, as amended.

               EVENT SPECIFIC BLACKOUT PERIODS

Calamos reserves the right to impose other trading blackouts from time to time
on specified groups of its directors, officers, employees, agents or consultants
when, in the judgment of the CAM's General Counsel, a blackout period is
warranted. Calamos will notify those affected by such a blackout of when the
blackout begins and when it ends. Those affected should not disclose to others
the fact of such trading suspension.

               TRADING WINDOWS

To avoid even the appearance of impropriety, the most appropriate period for
transactions in CAM securities by directors, officers, employees, agents and
consultants who are routinely in possession of Material Nonpublic Information
about CAM is the period beginning on the third full trading day through the
twelfth trading day following each quarterly earnings release.

This trading window is based on the concept that CAM's disclosures to the
investing public should be up to date and complete during that period. The
securities markets also should have had a sufficient opportunity to digest the
disclosures in the quarterly release.

IT SHOULD BE NOTED THAT EVEN DURING THE TRADING WINDOWS, ANY PERSON POSSESSING
MATERIAL NONPUBLIC INFORMATION CONCERNING CAM SHOULD NOT ENGAGE IN ANY
TRANSACTIONS IN CAM SECURITIES UNTIL SUCH INFORMATION HAS BEEN KNOWN PUBLICLY
FOR AT LEAST TWO FULL TRADING DAYS, WHETHER OR NOT CAM HAS RECOMMENDED A
SUSPENSION OF TRADING TO THAT PERSON. TRADING IN CAM SECURITIES DURING THE
TRADING WINDOW SHOULD NOT BE CONSIDERED A "SAFE HARBOR" FOR PURPOSES OF THE
INSIDER TRADING LAWS. AND ALL DIRECTORS, OFFICERS, EMPLOYEES AND OTHER PERSONS
SHOULD USE GOOD JUDGMENT AT ALL TIMES AND CONTACT THE DIRECTOR OF COMPLIANCE OR
GENERAL COUNSEL IF THERE ARE QUESTIONS.


                                      -18-
<PAGE>
     CERTAIN EXCEPTIONS

The prohibitions against trading while in possession of Material Nonpublic
Information and during blackout periods do not apply to the following types of
transactions in CAM securities:

     -    Transactions pursuant to a binding contract, instruction or written
          plan that complies with the requirements of Rule 10b5-1 ("Rule
          10b5-1") under the Securities Exchange Act of 1934, as amended (the
          "Act"). Any such contract, instruction or written plan must be
          presented to the Legal and Compliance Department for approval prior to
          entering into the first transaction under such an arrangement.

     -    Rule 10b5-1 provides a defense from insider trading liability for
          trading contracts, instructions and plans that meet the rule's
          requirements. In general, a Rule 10b5-1 contract, instruction or plan
          must be entered into outside of blackout periods applicable to such
          person and when the person is not in possession of Material Nonpublic
          Information. Once the contract, instruction or plan is adopted, the
          person must not exercise any influence over the amount of securities
          to be traded, the price at which they are to be traded or the date of
          the trade. The plan must either specify the amount, pricing and timing
          of transactions when established or delegate discretion on these
          matters to an independent third party, usually a broker.

     -    Regularly scheduled and matching contributions to and withdrawals from
          a CAM stock fund in a benefit plan when the contributions or
          withdrawals are put in place outside of blackout periods applicable to
          such person and when not in possession of Material Nonpublic
          Information;

     -    Regularly scheduled purchases and reinvestments in and withdrawals
          from a dividend reinvestment plan when the purchases, reinvestments or
          withdrawals are put in place outside of blackout periods applicable to
          such person and when not in possession of Material Nonpublic
          Information. However any such contract, instruction or written plan
          must be presented to the Compliance Department for approval prior to
          entering into such an arrangement.

     -    Bona fide gifts of CAM securities, unless there exists reason to
          believe the recipient intends to sell the securities while you possess
          Material Nonpublic Information;

     -    Acceptance or vesting and any related stock withholding of stock
          options, restricted stock, restricted stock units, phantom stock units
          or other grants issued under CAM's incentive compensation plans;

     -    Acquisition or disposition of stock in a stock split, reverse stock
          split, stock dividend, or other transaction affecting all shareholders
          in a similar manner; and

     -    Any other transaction designated by the General Counsel of CAM as
          exempt from the Code.


                                      -19-
<PAGE>
     PROHIBITIONS

As an investment philosophy, CAM does not believe in speculation, and
speculation often leads to insider trading issues. Accordingly, directors,
officers and employees of CAM and its affiliates are prohibited from the
following activities:

     -    Purchases or sales of exchange-listed or OTC options on CAM stock;

     -    The exercise of an option or right to purchase CAM shares, or the sale
          of CAM restricted stock which has vested, is generally not permitted
          if the final exercise date or the sale date falls within a blackout
          period, although certain transactions may be permitted, depending upon
          specific circumstances.

     -    Short term or day trading (i.e. purchases and sales within a 30 day
          period) of CAM shares.

     -    Short sales of CAM shares, other than shorting against the box.

Any exceptions to these restrictions must be approved in writing by both the
Director of Compliance and the General Counsel of CAM.

Although margining and pledging of CAM securities as collateral is not
prohibited, it is strongly discouraged. In any margin or loan account, the
securities used as collateral may be sold without your consent to meet a margin
call or to satisfy a loan. If such a sale occurs during a blackout period, or
when you have access to material non-public information, it may result in
unlawful insider trading. Because of this danger, it is recommended that
directors, officers, employees, agents and consultants of CAM not hold CAM stock
in a margin account or pledge CAM stock as collateral for a loan.

ADDITIONAL REQUIREMENTS FOR DIRECTORS AND EXECUTIVE OFFICERS

Directors, including Outside Directors, and certain officers of CAM and its
affiliated companies, as well as other personnel with regular access to CAM's
financial information, must obtain prior clearance from the General Counsel of
CAM before engaging in ANY transaction in CAM securities and securities of
closed-end funds managed by CAM. This includes trades within the trading windows
described above. A request should be made at least two business days in advance
of the proposed trade date, and the clearance will generally be good for 48
hours. CAM personnel subject to this requirement are listed in Attachment A,
which may be amended from time to time.

In addition, initial participation in a dividend reinvestment plan of CAM stock
must be pre-cleared by CAM's General Counsel and thereafter only for changes in
reinvestment directions (e.g. change in the percent of the dividend amount being
reinvested). The following information must be provided initially for each
dividend reinvestment plan of CAM stock you participate in: (i) the name of the
plan and plan sponsor; (ii) the reinvestment directions give to the plan
sponsor; and (iii) form of ownership (e.g. hold directly, jointly with spouse,
through a trust, etc.). Typically, these transactions need to be reported to the
SEC within two business days after the execution of the transaction.

Such persons also may trade in CAM securities and securities of closed-end funds
managed by CAM pursuant to the provisions of Rule 10b5-1 of the Securities
Exchange Act of 1934. Rule 10b5-1 provides a defense from insider trading
liability for trading contracts, instructions and plans that meet the rule's
requirements by sharply limiting the discretion an insider has over the timing,
amount and pricing of trades. In general, a Rule 10b5-1 contract, instruction or
plan must be entered into, in writing, outside of


                                      -20-
<PAGE>
blackout periods applicable to such person and when the person is not in
possession of material nonpublic information. Once the contract, instruction or
plan is adopted, the person must not exercise any influence over the amount of
securities to be traded, the price at which they are to be traded or the date of
the trade. In short, it is similar to regularly scheduled purchases and
reinvestments in, or withdrawals from, dividend reinvestment plans or similar
programs. The plan must either specify the amount, pricing and timing of
transactions when established or delegate discretion on these matters to an
independent third party, usually a broker. Such arrangements must be approved by
the Legal & Compliance Department prior to the first transaction.

     SECTION 16 REPORTING AND PROHIBITIONS

Under the requirements of Section 16 of the Securities Exchange Act of 1934,
certain parties are required to report any transactions in CAM securities
including but not limited to dividend reinvestments on a regular basis. These
persons include:

     -    CAM's CEO

     -    CAM's principal financial officer

     -    CAM's principal accounting officer (or, if there is no such accounting
          officer, the controller)

     -    Any director of CAM, including Outside Directors

     -    Any vice-president of CAM in charge of a principal business unit,
          division or function (such as sales, administration or finance)

     -    Any other officer of CAM who performs a policy-making function, or

     -    Any other person who performs similar policy-making functions for CAM.

Officers of CAM's parent(s) or subsidiaries shall be deemed officers of CAM if
they perform such policymaking functions for CAM. In general such persons are
deemed to have inside information by virtue of their positions within CAM.

Transactions of immediate family members of the persons listed above also are
generally subject to the reporting requirements, on the theory that the
director, officer or principal shareholder will financially benefit from these
transactions. For Section 16 purposes, "immediate family" means any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships.

These persons, as well as any holder of more than 10% of CAM stock, must file
initial reports of CAM share ownership on Form 3 and subsequent reports of
transactions on Form 4. Although the Legal Department of CAM is prepared to
assist these persons in preparing such filings, the responsibility for such
filings, including notifying CAM of the transaction and seeking pre-clearance,
is that of the person.

In addition to the periodic reporting requirements, directors, officers and
principal shareholders of CAM are subject to the "short swing" trading
provisions of Section 16. Subject to certain exceptions, an officer, director or
principal shareholder of CAM who engages in any combination of purchase and
sale, or sale and purchase of a CAM security within any period of less than six
months must turn over to CAM any


                                      -21-
<PAGE>
profit realized or loss avoided by such a combination of transactions. This is
an absolute penalty imposed by law, and it is imposed regardless of any
intention on the part of the director, officer or owner.

CAM's Legal Department is prepared to assist these persons in determining and
satisfying their obligations under Section 16, but that assistance can be
offered only if the transactions are reported to CAM's General Counsel for
pre-approval.

RULE 144

Directors and executive officers of CAM are required to file Form 144 with the
SEC and NASDAQ before making an open market sale of CAM shares. The Form 144
notifies the SEC and NASDAQ of an intent to sell CAM shares. Although the Form
144 is generally prepared and filed by the Calamos Legal Department, the
reporting person retains responsibility for the timeliness and accuracy of
reports. Again, that assistance can be offered only if the transactions are
reported to CAM's General Counsel for pre-approval.


                                      -22-
<PAGE>
OTHER REGULATORY REQUIREMENTS

Certain other restrictions are imposed upon Calamos personnel, other than
Outside Trustees, Unaffiliated Trustees and Outside Directors, as a result of
being in a highly regulated industry.

OUTSIDE EMPLOYMENT

What employees do outside the office on their own time is their business as long
as it does not reflect negatively on the Company. However, for full-time
employees of Calamos, it is expected that their position with the company is
their primary employment. Any outside activity must not interfere with an
employee's ability to properly perform his or her job responsibilities.

Personnel contemplating a second job must notify their supervisor immediately.
The supervisor will thoroughly discuss this opportunity with the employee to
ensure it will not interfere with job performance at Calamos, nor pose a
conflict of interest. Written approval from a member of Senior Management will
be required, and the written approval must be forwarded to the Director of
Compliance for regulatory recordkeeping.

SERVICE AS A DIRECTOR OR OFFICER

No INVESTMENT PERSON or ACCESS PERSON may serve as a member of the board of
directors or trustees, or as an officer, of any publicly-held company without
the prior written approval of the President or the Chief Compliance Officer,
based on a determination that the board service would not be inconsistent with
the interests of the clients of CAM. If an INVESTMENT PERSON is serving as a
board member, that INVESTMENT PERSON shall not participate in making investment
decisions relating to the securities of the company on whose board he or she
sits. Because of the potential for real or apparent conflicts of interests, such
service is strongly discouraged.

GIFTS

Regulators require that Calamos monitor the receipt and giving of gifts. The
regulatory concern is that the receipt or giving of gifts, or excessive
entertainment or favors could interfere with fiduciary judgment.

     ACCEPTING GIFTS AND ENTERTAINMENT

Except as otherwise specifically stated below, an INVESTMENT PERSON, ACCESS
PERSON or his/her family members must not accept excessive gifts, entertainment
or favors from current or prospective customers or suppliers of Calamos. Cash
gifts and checks or gift certificates convertible into cash are always
inappropriate and must never be accepted. Other gifts up to $100 in retail value
may be accepted if the INVESTMENT PERSON or ACCESS PERSON is certain that there
is no conflict of interest or appearance of any conflict of interest raised by
the gift(s). If an employee receives a gift, over a $100 retail value, the
employee must submit a written report to the Director of Compliance. Reports
submitted to the Director of Compliance must contain the following information:
name of recipient; title or position; department; name of donor; description of
gift; date received; actual or estimated value. Such reports are to be prepared
and submitted immediately upon receipt of such gift. Senior Management reserves
the right to require the person to return any gift if it determines such return
is appropriate under the circumstances.

Invitations for excessive or extravagant entertainment must be declined. If such
entertainment is accepted inadvertently, it must be reported in writing in
accordance with the above guidelines. Employees should only accept types of
entertainment that they believe would be deemed appropriate. No gifts should be
accepted by one employee from another employee if accepting such gifts would
create a conflict of


                                      -23-
<PAGE>
interest or the appearance thereof, if such gifts would be considered excessive,
or if such gifts are inappropriate or in bad taste.

     PRESENTING GIFTS AND ENTERTAINMENT

In situations where Calamos is to present a gift, entertainment, or other
accommodation to a current or prospective customer or supplier, INVESTMENT
PERSONS or ACCESS PERSONS must use careful judgment to determine that the matter
is handled in good taste and without excessive expense. All entertainment
presented by Calamos or in the name of Calamos must be appropriate and in good
taste. Employees presenting a gift, entertainment or accommodation must be
certain that such gift, entertainment or accommodation they have selected would
be appropriate. If there are any questions as to whether or not a particular
form of gift, entertainment or accommodation is appropriate, such gift,
entertainment or accommodation should not be presented. Prior approval from the
Director of Compliance is required before purchasing a gift with a retail value
over $100 or the presentation of a gift combined with other gifts given to the
same client during the calendar year would exceed $100. Reports should include
name of donor; title or position; department; name of recipient, description of
gift; date presented; and actual value.

INVESTMENT PERSONS or ACCESS PERSONS sometimes obtain Calamos-owned tickets to
sporting or cultural events, etc. When an INVESTMENT PERSON or ACCESS PERSON is
accompanying a customer to the event using the Calamos-owned tickets, the use of
such tickets is considered to be customer entertainment. When an INVESTMENT
PERSON or ACCESS PERSON presents such tickets to a customer, but does not attend
the event with the customer, the presentation of such Calamos-owned tickets is
then considered a gift to the customer. In either event, care must be taken to
ensure that such gift or entertainment is an appropriate business expense for
Calamos. It is expected that Calamos-owned tickets would not be repeatedly used
to entertain, or be presented as gifts to, the same customer.

     IDENTIFYING ACTUAL OR POTENTIAL CONFLICTS OF INTEREST

Calamos believes that the interests of Calamos and its clients can and should be
aligned, despite the potential for conflicts of interest in the investment
adviser/client relationship. In addition to being in the best interests of our
clients to avoid conflicts of interest, it is in the best interest of Calamos
itself to avoid actual and even, if possible, potential conflicts of interest.

In a company of our size and complexity, it can become difficult to identify
conflicts of interest and other potential problems. But identification is the
first and most necessary step in resolving those issues. Calamos believes that
those dealing with the details of running its business operations are in just as
good a position - often a better one - as Calamos management to identify
potential problems.

All Calamos employees have an interest in identifying and solving potential
problems. Each employee should feel free to raise questions and analyze what he
or she is doing. In the end, Calamos is paying all of us to think and use our
best judgment, and that includes raising questions and joining the discussion
that shapes our business policies and practices. If any employee is concerned
about an apparent conflict of interest, or any other legal or ethical question
involving our businesses, we want to hear from you so that we can take the
appropriate action.

Calamos recognizes that some people may feel uncomfortable raising issues,
especially if they question the propriety of something that is occurring.
Although people should not be afraid to raise these points openly, as an
alternative Calamos has established the EthicsPoint program for reporting and
resolving issues under the Calamos Standards of Conduct, including conflicts of
interest and other legal or ethical


                                      -24-
<PAGE>
issues. Under the EthicsPoint program, any employee can report any type of
actual or suspected violation on an anonymous, no retaliation basis. The
EthicsPoint program, which is described more completely on the Calamos intranet
site, has established a procedure for investigating and resolving such issues,
and the same procedures will be used to resolve issues raised face-to-face,
outside the EthicsPoint program.

YEARLY CERTIFICATION

Copies of the Code will be provided to all personnel at least yearly. They will
be required to sign a certification that they have read and understand the
provisions of the Code, and that they have abided by all of its provisions.

RECORD RETENTION

The Compliance Department shall maintain the records listed below for a period
of five years in a readily accessible place:

     -    A copy of each Code that has been in effect at any time during the
          past five years;

     -    A record of any violation of the Code and any action taken as a result
          of such violation for five years from the end of the fiscal year in
          which the violation occurred;

     -    A record of all written acknowledgements of receipt of the Code and
          amendments for each person who is currently, or within the past five
          years was, a supervised person;

     -    Holdings and transactions reports made pursuant to the Code, including
          any brokerage confirmation and account statements made in lieu of
          these reports;

     -    A record of any decision and supporting reasons for approving the
          acquisition of securities in limited offerings for at least five years
          after the end of the fiscal year in which approval was granted;

     -    A copy of each Initial Statement of Beneficial Ownership of Securities
          (SEC Form 3), Statement of Changes of Beneficial Ownership of
          Securities (SEC Form 4), and Annual Statement of Beneficial Ownership
          of Securities (SEC Form 5).

Effective Date: June 30, 2005


                                      -25-
<PAGE>
                                                                    ATTACHMENT A

                  PERSONNEL SUBJECT TO ADDITIONAL RESTRICTIONS
             IN TRADING SECURITIES OF CALAMOS ASSET MANAGEMENT, INC.

Brad Bulkley
John Calamos Sr.
Nick Calamos
Pat Dudasik
Jim Hamman
Dave Schabes
Dave Swanson
Nimish Bhatt
Bruce Innes
John Calamos Jr.
Bob Kunimura
Scott Jones

Mark Infanger
Mike Daniels
Chris DeMaio
Dave Vanisko

Mary Ellen Thielen
Jeff Kelley
Mark Mickey
Greg Nowak

Klaris Tamazian
Michelle Confuorto

Effective: June 30, 2005


                                      -26-
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</DOCUMENT>
</SEC-DOCUMENT>
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