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

                              Amended and Restated
                     Financial Accounting Services Agreement

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

                                    Recitals

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

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

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

                                    Agreement

     The parties agree as follows:

1.   APPOINTMENT OF CALAMOS AS FUND ACCOUNTANT

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

2.   SERVICES AND DUTIES OF CALAMOS

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

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

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

     C.   Coordinate any expense reimbursement calculations and payment.

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

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

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

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

          (4)  Prepare state and federal income tax returns.

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

          (6)  Prepare year-end dividend disclosure information.

          (7)  Coordinate the audits for each Fund.

          (8)  Prepare financial reporting statements for each Fund.

          (9)  Prepare regulatory filing.

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

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

     F.   Calculate trustee deferred compensation plan accruals and valuations.

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

3.   COMPENSATION

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

4.   INDEMNIFICATION; LIMITATION OF LIABILITY

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


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

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

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

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

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


                                        3
<PAGE>
          available to indemnitor and indemnitee present a conflict for joint
          counsel. In the event that the indemnitor so elects to defend
          indemnitee, it will so notify the indemnitee and thereupon the
          indemnitor shall take over complete defense of the claim, and the
          indemnitee shall in such situation initiate no further legal or other
          expenses for which it shall seek indemnification under this section
          provided, however, if a conflict of interest arises after the election
          to defend, indemnitee may select its own counsel and shall be entitled
          to seek indemnification for expenses. Indemnitee shall in no case
          confess any claim or make any compromise in any case in which the
          indemnitor will be asked to indemnify the indemnitee except with the
          indemnitor's prior written consent; provided however, that the
          indemnitor shall not settle a claim that results in any admission of
          wrongdoing by indemnitee without indemnitee's prior written consent.

5.   PROPRIETARY AND CONFIDENTIAL INFORMATION

     Calamos agrees on behalf of itself and its directors, officers, and
     employees to treat confidentially and as proprietary information of each
     Party all records and other information relative to such Party and prior,
     present, or potential shareholders of such Party (and clients of said
     shareholders) including all shareholder trading information, and not to use
     such records and information for any purpose other than the performance of
     its responsibilities and duties hereunder, except after prior notification
     to and approval in writing by the Party, which approval shall not be
     unreasonably withheld when requested to divulge such information by duly
     constituted authorities, or when so requested by such Party. Calamos
     acknowledges that it may come into possession of material nonpublic
     information with respect to a Party and confirms that it has in place
     effective procedures to prevent the use of such information in violation of
     applicable insider trading laws.

     Further, Calamos will adhere to the privacy policies adopted by each Party
     pursuant to Title V of the Gramm-Leach-Bliley Act, as it may be modified
     from time to time (the "Act"). Notwithstanding the foregoing, Calamos will
     not share any nonpublic personal information concerning any Party's
     shareholders with any third party unless specifically directed by such
     Party or allowed under one of the exceptions noted under the Act.

6.   TERM OF AGREEMENT; AMENDMENT

     This Agreement shall become effective as of the date first written above
     and will continue in effect until July 31, 2005, and from year-to-year
     thereafter; this Agreement may be terminated by either party upon giving 60
     days prior written notice to the other party or such shorter period as is
     mutually agreed upon by the parties. This Agreement may be amended by
     mutual written agreement of the parties.

7.   RECORDS

     Calamos shall keep records relating to the services to be performed
     hereunder in the form and manner, and for such period, as it may deem
     advisable and is agreeable to the Parties, but not inconsistent with the
     rules and regulations of appropriate government authorities,


                                        4
<PAGE>
     in particular, Section 31 of the 1940 Act and the rules thereunder. Calamos
     agrees that all such records prepared or maintained by Calamos relating to
     the services to be performed by Calamos hereunder are the property of each
     respective Party and will be preserved, maintained, and made available in
     accordance with such applicable sections and rules of the 1940 Act and will
     be promptly surrendered to such Party on and in accordance with its
     request. Calamos agrees to provide any records necessary for each Party to
     comply with its disclosure controls and procedures adopted in accordance
     with the Sarbanes-Oxley Act. Without limiting the generality of the
     foregoing, the Calamos shall cooperate with each Party and assist such
     Party as necessary by providing information to enable the appropriate
     officers of such Party to execute any certification required under that
     Act.

8.   GOVERNING LAW

     This Agreement shall be construed in accordance with the laws of the State
     of Illinois, without regard to conflicts of law principles. To the extent
     that the applicable laws of the State of Illinois, or any of the provisions
     herein, conflict with the applicable provisions of the 1940 Act, the latter
     shall control, and nothing herein shall be construed in a manner
     inconsistent with the 1940 Act or any rule or order of the SEC thereunder.

9.   DUTIES IN THE EVENT OF TERMINATION

     In the event that, in connection with termination of this Agreement, a
     successor to any of Calamos' duties or responsibilities hereunder is
     designated by the Parties by written notice to Calamos, Calamos will
     promptly, upon such termination and at the expense of each Party, transfer
     to such successor all relevant books, records, correspondence and other
     data established or maintained by Calamos under this Agreement in a form
     reasonably acceptable to the Parties (if such form differs from the form in
     which Calamos has maintained the same, each Party shall pay any expenses
     associated with transferring the same to such form), and will cooperate in
     the transfer of such duties and responsibilities, including provision for
     assistance from Calamos' personnel in the establishment of books, records
     and other data by such successor.

10.  NO AGENCY RELATIONSHIP

     Nothing herein contained shall be deemed to authorize or empower Calamos to
     act as agent for the Trust party to this Agreement, nor to conduct business
     in the name, or for the account, of the other party to this Agreement.

11.  DATA NECESSARY TO PERFORM SERVICES

     The Parties or their agent shall furnish to Calamos the data necessary to
     perform the services described herein at such times and in such form as
     mutually agreed upon. If Calamos is also acting in another capacity for
     such Party, nothing herein shall be deemed to relieve Calamos of any of its
     obligations in such capacity.

12.  ASSIGNMENT


                                        5
<PAGE>
     This Agreement may not be assigned by either party without the prior
     written consent of the other party.

13.  NOTICES

     Any notice required or permitted to be given by either party to the other
     shall be in writing and shall be deemed to have been given on the date
     delivered personally or by courier service, or upon delivery after sent by
     registered or certified mail, postage prepaid, return receipt requested, or
     on the date sent and confirmed received by facsimile transmission to the
     other party's address set forth below:

     Notice to Calamos shall be sent to:

          Calamos Asset Management, Inc.
          Attention: General Counsel
          1111 East Warrenville Road,
          Naperville, IL 60563-1493

     and notice to the Parties shall be sent to:

          [NAME OF PARTY]
          Attention: Treasurer
          1111 East Warrenville Road,
          Naperville, IL 60563-1493

14.  ENTIRE AGREEMENT

     This Agreement constitutes the entire agreement of the parties with respect
     to the subject matter hereof and supersedes all prior agreements,
     arrangements and understandings, whether written or oral.


                                        6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer on one or more counterparts as of the date first
above written.

CALAMOS INVESTMENT TRUST, ON BEHALF     CALAMOS ADVISORS LLC
AND EACH OF ITSELF AND EACH SERIES
THEREUNDER


By:                                     By:
    ---------------------------------       ------------------------------------
Title: Assistant Treasurer              Title: Secretary


CALAMOS ADVISORS TRUST, ON BEHALF OF
ITSELF AND EACH SERIES THEREUNDER


By:
    ---------------------------------
Title: Assistant Treasurer


CALAMOS CONVERTIBLE OPPORTUNITIES AND
INCOME FUND


By:
    ---------------------------------
Title: Assistant Treasurer


CALAMOS CONVERTIBLE AND HIGH INCOME
FUND


By:
    ---------------------------------
Title: Assistant Treasurer


CALAMOS STRATEGIC TOTAL RETURN FUND


By:
    ---------------------------------
Title: Assistant Treasurer


CALAMOS GLOBAL TOTAL RETURN FUND


By:
    ---------------------------------
Title: Assistant Treasurer


                                       7
<PAGE>
                                    EXHIBIT A
                                     TO THE
                     FINANCIAL ACCOUNTING SERVICES AGREEMENT

                                  FEE SCHEDULE

     Each Party shall pay to Calamos for the services contemplated hereunder the
following annual rate based on the daily average net assets of all Parties:

          0.0175% on the first $1 billion
          0.0150% on the next $1 billion
          0.0110% on average net assets in excess of $2 billion
<PAGE>
                                   SCHEDULE I

Calamos Investment Trust, a Massachusetts business trust
     Calamos Convertible Fund
     Calamos Growth and Income Fund
     Calamos Market Neutral Fund
     Calamos Growth Fund
     Calamos Global Growth and Income Fund
     Calamos High Yield Fund
     Calamos Value Fund
     Calamos Blue Chip Fund
     Calamos International Growth Fund

Calamos Advisors Trust, a Massachusetts business trust
     Calamos Growth and Income Portfolio

Calamos Convertible Opportunities and Income Fund, a Delaware statutory trust

Calamos Convertible and High Income Fund, a Delaware statutory trust

Calamos Strategic Total Return Fund, a Delaware statutory trust

Calamos Global Total Return Fund, a Delaware statutory trust
</TEXT>
</DOCUMENT>
