<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>
