UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12.
CALAMOS STRATEGIC TOTAL RETURN FUND
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
3) Filing Party:
________________________________________________________________________________
4) Date Filed:
________________________________________________________________________________
[CALAMOS LOGO]
CALAMOS(R) CONVERTIBLE OPPORTUNITIES AND
INCOME FUND
CALAMOS(R) CONVERTIBLE AND
HIGH INCOME FUND
CALAMOS(R) STRATEGIC TOTAL RETURN FUND
CALAMOS(R) GLOBAL TOTAL RETURN FUND
2020 CALAMOS COURT
NAPERVILLE, ILLINOIS 60563-2787
1-800-582-6959
February 24, 2006
Dear Shareholder:
You are cordially invited to attend the joint annual meeting of
shareholders of CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND, CALAMOS
CONVERTIBLE AND HIGH INCOME FUND, CALAMOS STRATEGIC TOTAL RETURN FUND and
CALAMOS GLOBAL TOTAL RETURN FUND, which has been called to be held on Thursday,
March 30, 2006.
The meeting has been called to elect three trustees of each Fund for
three-year terms, as more fully discussed in the proxy statement.
Enclosed with this letter are answers to questions you may have about the
proposal, the formal notice of the meeting, and the proxy statement. If you have
any questions about the enclosed proxy or need any assistance in voting your
shares, please call 1-800-582-6959.
Your vote is important. Please complete, sign, and date the enclosed proxy
card and return it in the enclosed envelope. This will ensure that your vote is
counted, even if you cannot attend the meeting in person.
Sincerely,
/s/ John P. Calamos
John P. Calamos
Trustee and President
[CALAMOS LOGO]
CALAMOS(R) CONVERTIBLE OPPORTUNITIES
AND INCOME FUND
CALAMOS(R) CONVERTIBLE AND HIGH INCOME FUND
CALAMOS(R) STRATEGIC TOTAL RETURN FUND
CALAMOS(R) GLOBAL TOTAL RETURN FUND
ANSWERS TO SOME IMPORTANT QUESTIONS
Q. WHAT AM I BEING ASKED TO VOTE "FOR" ON THIS PROXY?
A. This proxy contains one proposal for each Fund: the election of three
trustees to the board of trustees of the Fund. Holders of the common shares and
holders of the preferred shares of each Fund will vote together, as a single
class, to elect the three trustees. Shareholders of each Fund may also transact
such other business as may properly come before the meeting.
Q. HOW DOES THE BOARD OF TRUSTEES SUGGEST THAT I VOTE?
A. The trustees of each Fund unanimously recommend that you vote "FOR" the
nominees on the enclosed proxy card(s).
Q. HOW CAN I VOTE?
A. Details about voting can be found in the proxy statement under the
heading "More Information about the Meeting -- How to Vote."
You can vote by completing, signing and dating your proxy card, and
mailing it in the enclosed envelope; or
You may vote in person if you are able to attend the meeting. However,
even if you plan to attend, we urge you to cast your vote by mail. That will
ensure that your vote is counted, should your plans change.
THIS INFORMATION SUMMARIZES INFORMATION THAT IS INCLUDED IN MORE
DETAIL IN THE PROXY STATEMENT. WE URGE YOU TO READ THE PROXY STATEMENT
CAREFULLY.
IF YOU HAVE QUESTIONS, CALL 1-800-582-6959.
CALAMOS(R) CONVERTIBLE OPPORTUNITIES
AND INCOME FUND
CALAMOS(R) CONVERTIBLE AND HIGH INCOME FUND
CALAMOS(R) STRATEGIC TOTAL RETURN FUND
CALAMOS(R) GLOBAL TOTAL RETURN FUND
2020 CALAMOS COURT
NAPERVILLE, ILLINOIS 60563-2787
1-800-582-6959
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
MARCH 30, 2006
A joint annual meeting of shareholders of CALAMOS CONVERTIBLE
OPPORTUNITIES AND INCOME FUND, CALAMOS CONVERTIBLE AND HIGH INCOME FUND, CALAMOS
STRATEGIC TOTAL RETURN FUND and CALAMOS GLOBAL TOTAL RETURN FUND has been called
to be held at the offices of Calamos Advisors LLC, located at 2020 Calamos
Court, Naperville, Illinois, at 8:00 a.m., Central time, on Thursday, March 30,
2005 for the following purpose:
To elect three trustees to the board of trustees of each Fund, each to
serve for a three-year term or until his successor shall have been duly
elected and qualified,
and to consider and act upon any other matter that may properly come before the
meeting and any adjourned session thereof.
Holders of the common shares and holders of the preferred shares of each
Fund will vote together, as a single class, to elect the three trustees. The
vote of a plurality of the preferred shares and the common shares of each Fund,
voting together as a single class, is required to elect the representatives of
all shareholders.
Shareholders of record as of the close of business on February 22, 2006
are entitled to notice of and to vote at the meeting (or any adjournment of the
meeting).
By Order of the Board of Trustees of
each Fund,
James S. Hamman, Jr.
Secretary
February 24, 2006
Naperville, Illinois
PLEASE COMPLETE AND RETURN THE ENCLOSED
PROXY CARD(S) WHETHER OR NOT YOU EXPECT TO BE
PRESENT AT THE MEETING. YOU MAY STILL VOTE IN
PERSON IF YOU ATTEND THE MEETING.
CALAMOS(R) CONVERTIBLE OPPORTUNITIES AND
INCOME FUND
CALAMOS(R) CONVERTIBLE AND
HIGH INCOME FUND
CALAMOS(R) STRATEGIC TOTAL RETURN FUND
CALAMOS(R) GLOBAL TOTAL RETURN FUND
2020 CALAMOS COURT
NAPERVILLE, ILLINOIS 60563-2787
1-800-582-6959
JOINT PROXY STATEMENT
JOINT ANNUAL MEETING OF SHAREHOLDERS
MARCH 30, 2006
This joint proxy statement is being sent to you by the board of trustees
of each of CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND ("CHI"), CALAMOS
CONVERTIBLE AND HIGH INCOME FUND ("CHY"), CALAMOS STRATEGIC TOTAL RETURN FUND
("CSQ") and CALAMOS GLOBAL TOTAL RETURN FUND ("CGO" and, together with CHI, CHY
and CSQ, the "Funds"). The board is asking you to complete and return the
enclosed proxy card(s), permitting your shares of the Funds to be voted at the
joint meeting of shareholders called to be held on March 30, 2006 and at any
adjourned session of the meeting. Shareholders of record at the close of
business on February 22, 2006 (called the "record date") are entitled to vote at
the meeting. You are entitled to one vote for each share you hold, with a
fraction of a vote for each fraction of a share. This joint proxy statement and
enclosed proxy are first being mailed to shareholders on or about February 28,
2006. Each Fund's board has determined that the use of this joint proxy
statement for each annual meeting is in the best interest of each Fund and its
shareholders in light of the matters being considered and voted on by the
shareholders.
You should have received your Fund's annual report to shareholders for the
fiscal year ended October 31, 2005. IF YOU WOULD LIKE ANOTHER COPY OF THE ANNUAL
REPORT, PLEASE WRITE TO OR CALL THE FUND AT THE ADDRESS OR TELEPHONE NUMBER
SHOWN AT THE TOP OF THIS PAGE. THE REPORT WILL BE SENT TO YOU WITHOUT CHARGE.
CALAMOS ADVISORS LLC, each Fund's investment adviser, is referred to as
"Calamos Advisors." Calamos Advisors is an indirect
subsidiary of CALAMOS ASSET MANAGEMENT, INC. ("CAM"), a publicly traded
corporation that is controlled by John P. Calamos and the Calamos family. As of
February 1, 2006, Calamos Advisors managed approximately $47 billion in assets
of individuals and institutions. The Funds and Calamos Advisors may be contacted
at the same address, noted above.
ELECTION OF TRUSTEES
Three trustees are to be elected to the board of each Fund. The nominees
are Joe F. Hanauer and John E. Neal, who are currently trustees, and David D.
Tripple, who was appointed to each Fund's board effective January 1, 2006.
The persons named on the accompanying proxy card(s) intend to vote at the
meeting (unless otherwise directed) FOR the election of those three nominees as
trustees of each Fund. Currently there are eight trustees. In accordance with
each Fund's Agreement and Declaration of Trust, its board of trustees is divided
into three classes of approximately equal size. The terms of the trustees of the
different classes are staggered. The current terms of Joe F. Hanauer and John E.
Neal will expire at the annual meeting of shareholders in 2006. The terms of
Nick P. Calamos and Stephen B. Timbers will expire at the annual meeting of
shareholders in 2007 and the terms of John P. Calamos, Sr., Weston W. Marsh and
William R. Rybak will expire at the annual meeting of shareholders in 2008.
The holders of preferred shares of each Fund will have equal voting rights
with the holders of common shares (i.e., one vote per share). Joe F. Hanauer,
John E. Neal and David D. Tripple have been nominated for election as trustees
to represent all shareholders. The vote of a plurality of the preferred shares
and the common shares of each Fund, voting together as a single class, is
required to elect the representatives of all shareholders. Since three trustees
of each Fund are to be elected, the three persons who receive the highest number
of votes at the meeting will be elected. In an uncontested election for
trustees, the plurality requirement will be satisfied.
The nominees for election at the 2006 annual meeting currently serve as
trustees and were unanimously nominated by each board of trustees.
Each trustee elected at the meeting will hold office until the 2009 annual
meeting or until his successor is duly elected and qualified or
2
until his earlier resignation, retirement or removal from office. If a nominee
is unable to serve because of an event not now anticipated, the persons named as
proxies may vote for another person designated by the board of trustees.
The following table sets forth each trustee's position(s) with each Fund,
age, principal occupation during the past five years, other directorships, and
the date on which he first became a trustee of the Funds.
3
NOMINEE FOR ELECTION AT THE MEETING WHO IS NOT AN INTERESTED PERSON OF ANY FUND:
NUMBER OF
POSITION(S) HELD WITH PORTFOLIOS IN
THE FUND AND DATE FUND COMPLEX PRINCIPAL OCCUPATION(S)
NAME AND AGE AT FIRST ELECTED OR OVERSEEN BY DURING PAST 5 YEARS AND
FEBRUARY 1, 2006 APPOINTED TO OFFICE TRUSTEE OTHER DIRECTORSHIPS HELD
Joe F. Hanauer, 68 Trustee (of CHI since 14 Private investor;
2002, of CHY and CSQ Director, MAF Bancorp
since 2003 and of CGO (banking); Chairman and
since 2005) Director, Homestore.com,
Inc., (Internet provider
of real estate
information and
products); Director,
Combined Investments,
L.P. (investment
management)
John E. Neal, 55 Trustee (of CHI since 14 Private investor; Managing
2002, of CHY and CSQ Director, Bank One
since 2003 and of CGO Capital Markets, Inc.
since 2005) (investment banking)
(2000-2004); Executive
Vice President and Head
of Real Estate
Department, Bank One
(1998-2000); Director,
the Brickman Group, Ltd.
(landscaping company)
David D. Tripple, 61 Trustee (since 2006) 14 Private investor; Trustee,
Century Shares Trust and
Century Small Cap Select
Fund*; Chief Executive
Officer and Trustee of
all U.S. Pioneer mutual
funds (10/00 to 09/01),
Pioneer Investment
Management, a subsidiary
of UniCredito Italiano
(investment adviser);
prior thereto, The
Pioneer Group, Inc.
(asset management)
* Overseeing two portfolios in fund complex.
4
REMAINING TRUSTEES WHO ARE INTERESTED PERSONS OF ANY FUND:
NUMBER OF
POSITION(S) HELD WITH PORTFOLIOS IN
THE FUND AND DATE FUND COMPLEX PRINCIPAL OCCUPATION(S)
NAME AND AGE AT FIRST ELECTED OR OVERSEEN BY DURING PAST 5 YEARS AND
FEBRUARY 1, 2006 APPOINTED TO OFFICE TRUSTEE OTHER DIRECTORSHIPS HELD
John P. Calamos, Sr., 65* Trustee and President 14 President and CEO,
(of CHI since 2002, Calamos Asset
of CHY and CSQ since Management, Inc. and
2003 and of CGO since Calamos Holdings LLC,
2005) Calamos Advisors LLC
and its predecessor,
and Calamos Financial
Services LLC and its
predecessor; Director,
Calamos Asset
Management, Inc.
Nick P. Calamos, 44* Trustee and Vice 14 Senior Executive Vice
President (of CHI President, Calamos
since 2002, of CHY Asset Management,
and CSQ since 2003 Inc., Calamos Holdings
and of CGO since LLC, Calamos Advisors
2005) LLC and its
predecessor, and
Calamos Financial
Services LLC and its
predecessor; Director,
Calamos Asset
Management, Inc.
* Messrs. John Calamos and Nick Calamos are trustees who are "interested
persons" of the Funds as defined in the Investment Company Act of 1940 (the
"1940 Act") because they are affiliated persons of Calamos Advisors and
Calamos Financial Services LLC. Nick Calamos is a nephew of John Calamos, Sr.
5
REMAINING TRUSTEES WHO ARE NOT INTERESTED PERSONS OF ANY FUND:
NUMBER OF
POSITION(S) HELD WITH PORTFOLIOS IN
THE FUND AND DATE FUND COMPLEX PRINCIPAL OCCUPATION(S)
NAME AND AGE AT FIRST ELECTED OR OVERSEEN BY DURING PAST 5 YEARS AND
FEBRUARY 1, 2006 APPOINTED TO OFFICE TRUSTEE OTHER DIRECTORSHIPS HELD
Weston W. Marsh, 55 Trustee (of CHI since 14 Partner, Freeborn &
2002, of CHY and CSQ Peters (law firm)
since 2003 and of CGO
since 2005)
William R. Rybak, 55 Trustee (of CHI since 14 Private investor;
2002, of CHY and CSQ formerly Executive Vice
since 2003 and of CGO President and Chief
since 2005) Financial Officer, Van
Kampen Investments,
Inc. (investment
manager); Director,
Howe Barnes Investments
(investment services
firm); Director,
PrivateBancorp, Inc.
(bank holding company)
Stephen B. Timbers, 61 Lead Independent 14 Private investor;
Trustee (since 2005), formerly Vice Chairman,
Trustee (of CHI, CHY Northern Trust
and CSQ since 2004 Corporation (bank
and of CGO since holding company);
2005) formerly, President and
Chief Executive
Officer, Northern Trust
Investments, N.A.
(investment manager);
formerly President,
Northern Trust Global
Investments, a division
of Northern Trust
Corporation and
Executive Vice
President, The Northern
Trust Corporation
The address of each of the trustees is 2020 Calamos Court, Naperville,
Illinois 60563-2787.
6
OFFICERS. Messrs. John Calamos and Nick Calamos are president and vice
president, respectively, of each Fund. The preceding table gives more
information about Messrs. John Calamos and Nick Calamos. The following table
sets forth each other officer's name, position with the Funds, age, principal
occupation during the past five years, and the date on which he first became an
officer of the Funds. Each officer serves until his successor is chosen and
qualified or until his resignation or removal by the board of trustees.
POSITION(S) HELD WITH
THE FUND AND DATE
NAME AND AGE AT FIRST ELECTED OR PRINCIPAL OCCUPATION(S)
FEBRUARY 1, 2006 APPOINTED TO OFFICE DURING PAST 5 YEARS
Nimish S. Bhatt, 42 Treasurer (of CHI, CHY Senior Vice President and
and CSQ since 2004 and Director of Operations,
of CGO since 2005) Calamos Asset Management,
Inc., Calamos Holdings LLC,
Calamos Advisors LLC and its
predecessor, and Calamos
Financial Services LLC and its
predecessor (since 2004);
Senior Vice President,
Alternative Investments and
Tax Services of BISYS, prior
thereto
Patrick H. Dudasik, 50 Vice President (of CHI Executive Vice President, Chief
since 2002, of CHY and Financial Officer and
CSQ since 2003 and of Treasurer, Calamos Asset
CGO since 2005) Management, Inc., Calamos
Holdings LLC, Calamos Advisors
LLC and its predecessor, and
Calamos Financial Services LLC
and its predecessor
James S. Hamman, Jr., 36 Secretary (of CHI since Executive Vice President,
2002, of CHY and CSQ Secretary and General Counsel,
since 2003 and of CGO Calamos Asset Management,
since 2005) and Chief Inc., Calamos Holdings LLC,
Compliance Officer Calamos Advisors LLC and its
(2004-2005) predecessor, and Calamos
Financial Services LLC and its
predecessor
Mark Mickey, 54 Chief Compliance Officer Chief Compliance Officer,
(since 2005) Calamos Advisors LLC (since
2005); Director of Risk
Assessment and Internal Audit,
Calamos Advisors (2003-2005);
President, Mark Mickey
Consulting (2002-2003);
Executive Vice President and
Head of Compliance, ABN AMRO,
Inc., prior thereto
The address of each officer is 2020 Calamos Court, Naperville, Illinois
60563-2787.
7
COMMITTEES OF THE BOARD OF TRUSTEES. Each Fund's board of trustees
currently has four standing committees:
- Executive Committee. Messrs. John Calamos, Nick Calamos and Stephen
Timbers are members of each Fund's executive committee, which has
authority during intervals between meetings of the board of trustees to
exercise the powers of the board, with certain exceptions.
- Dividend Committee. Messrs. John Calamos and Nick Calamos serve on each
Fund's dividend committee. Each dividend committee is authorized to
declare distributions on the respective Fund's shares in accordance with
such Fund's distribution policies, including, but not limited to,
regular dividends, special dividends and short- and long-term capital
gains distributions.
- Audit Committee. Messrs. Hanauer, Marsh, Neal, Rybak, Timbers and
Tripple serve on each Fund's audit committee. The audit committees
operate under a written charter, which is attached hereto as Appendix A,
adopted and approved by each board. Each audit committee selects
independent auditors, approves services to be rendered by the auditors,
monitors the auditors' performance, reviews the results of each Fund's
audit, determines whether to recommend to the board that the Fund's
audited financial statements be included in the Fund's annual report and
responds to other matters deemed appropriate by the boards. Each
committee member is "independent" as defined by the New York Stock
Exchange. Each Fund's board has determined Messrs. Neal, Rybak and
Timbers to be audit committee financial experts.
- Governance Committee. Messrs. Hanauer, Marsh, Neal, Rybak, Timbers and
Tripple serve on each Fund's governance committee. Each committee member
is "independent" as defined by the New York Stock Exchange. The
governance committees operate under a written charter, which is attached
hereto as Appendix B, adopted and approved by each board. Each
governance committee oversees the independence and effective functioning
of the board of trustees and endeavors to be informed about good
practices for mutual fund boards.
The governance committees also function as nominating committees by making
recommendations to the boards of trustees regarding candidates for election as
non-interested trustees. The governance
8
committees look to many sources for recommendations of qualified trustees,
including current trustees, employees of Calamos Advisors, current shareholders
of the Funds, search firms that are compensated for their services and other
third party sources. Search firms that are retained by the governance committees
to identify potential candidates evaluate potential candidates, conduct
screening interviews and provide information to the governance committees with
respect to the individual candidates and the market for available candidates. In
making trustee recommendations, the governance committees consider a number of
factors, including a candidate's background, integrity, knowledge and relevant
experience. These factors are set forth in an appendix to the committees'
charter. Any prospective candidate is interviewed by the Funds' trustees and
officers, and references are checked. The governance committees will consider
shareholder recommendations regarding potential trustee candidates that are
properly submitted to the governance committees for their consideration.
A shareholder of a Fund who wishes to propose a trustee candidate must
submit any such recommendation in writing via regular mail to the attention of
the Fund's Secretary, at the address of the Fund's principal executive offices.
The shareholder recommendation must include:
- the number and class of all Fund shares owned beneficially or of record
by the nominating shareholder at the time the recommendation is
submitted and the dates on which such shares were acquired, specifying
the number of shares owned beneficially;
- a full listing of the proposed candidate's education, experience
(including knowledge of the investment company industry, experience as a
director or senior officer of public or private companies, and
directorships on other boards of other registered investment companies),
current employment, date of birth, business and residence address, and
the names and addresses of at least three professional references;
- information as to whether the candidate is, has been or may be an
"interested person" (as such term is defined in the 1940 Act) of the
Funds, Calamos Advisors or any of its affiliates, and, if believed not
to be or have been an "interested person," information regarding the
candidate that will be sufficient for the committee to make such
determination;
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- the written and signed consent of the candidate to be named as a nominee
and to serve as a trustee of the Funds, if elected;
- a description of all arrangements or understandings between the
nominating shareholder, the candidate and/or any other person or persons
(including their names) pursuant to which the shareholder recommendation
is being made, and if none, so specify;
- the class or series and number of all shares of the Funds owned of
record or beneficially by the candidate, as reported by the candidate;
and
- such other information that would be helpful to the governance
committees in evaluating the candidate.
The governance committees may require the nominating shareholder to
furnish other information they may reasonably require or deem necessary to
verify any information furnished pursuant to the procedures delineated above or
to determine the qualifications and eligibility of the candidate proposed by the
nominating shareholder to serve as a trustee. If the nominating shareholder
fails to provide such additional information in writing within seven days of
receipt of written request from the governance committees, the recommendation of
such candidate will be deemed not properly submitted for consideration, and the
governance committees are not required to consider such candidate.
Unless otherwise specified by the governance committees' chairman or by
legal counsel to the non-interested trustees, the Funds' Secretary will promptly
forward all shareholder recommendations to the governance committees' chairman
and the legal counsel to the non-interested trustees, indicating whether the
shareholder recommendation has been properly submitted pursuant to the
procedures adopted by the governance committees for the consideration of trustee
candidates nominated by shareholders.
Recommendations for candidates as trustees will be evaluated, among other
things, in light of whether the number of trustees is expected to change and
whether the trustees expect any vacancies. During periods when the governance
committees are not actively recruiting new trustees, shareholder recommendations
will be kept on file until active recruitment is under way. After consideration
of a shareholder recommendation the governance committees may dispose of the
shareholder recommendation.
10
In addition to the above committees, each Fund's board of trustees has
appointed and oversees a pricing committee comprised of officers of the Fund and
employees of Calamos Advisors.
The following table shows the number of meetings held for each Fund during
the fiscal year ended October 31, 2005:
CHI CHY CSQ CGO
Board of Trustees 5 5 5 5
Executive Committee* 0 0 0 0
Audit Committee 4 4 4 4
Governance Committee 3 3 3 3
Dividend Committee** 0 0 0 0
* Although the executive committees of CHI, CHY, CSQ and CGO held no meetings,
they acted by written consent on 9, 7, 5 and 1 occasions, respectively.
** Although the dividend committees of CHI, CHY, CSQ and CGO held no meetings,
they acted by written consent on 6, 6, 6 and 0 occasions, respectively.
Each of the trustees and committee members then serving attended at least
75% of the meetings of the board of trustees and applicable committees held
during the fiscal year, except for Nick Calamos, who attended 60% of the
meetings held by the board of trustees.
TRUSTEE COMPENSATION. The Funds do not compensate any of the trustees who
are affiliated persons of Calamos Advisors. The following table sets forth
certain information with respect to the compensation paid by the Funds and the
Fund Complex during the fiscal year ended October 31, 2005 to each of the
current trustees.
NAME CHI+ CHY+ CSQ+ CGO+ FUND COMPLEX*+
John P. Calamos $ 0 $ 0 $ 0 $ 0 $ 0
Nick P. Calamos 0 0 0 0 0
Weston W. Marsh 5,333 5,540 7,355 313 71,000
Joe F. Hanauer 5,333 5,540 7,355 313 71,000
John E. Neal 5,654 5,876 7,821 335 76,000
William R. Rybak 5,654 5,876 7,821 335 76,000
Stephen B. Timbers 6,636 6,932 9,525 446 93,500
David D. Tripple** na na na na na
+ Includes fees deferred during the year pursuant to the deferred compensation
plan described below. As of October 31, 2005, the values of Messrs. Neal's
and Marsh's deferred compensation accounts were $226,108 and $89,063,
respectively.
* The Fund Complex includes Calamos Investment Trust, Calamos Advisors Trust
and the Funds.
** Appointed trustee effective January 1, 2006.
11
The Funds have adopted a deferred compensation plan (the "Plan"). Under
the Plan, a trustee who is not an "interested person" of Calamos Advisors who
has elected to participate in the Plan ("participating trustees") may defer
receipt of all or a portion of his compensation from the Funds. The deferred
compensation payable to the participating trustee is credited to the
participating trustee's deferral account as of the business day such
compensation would have been paid to the participating trustee. The value of a
participating trustee's deferred compensation account at any time is equal to
what would be the value if the amounts credited to the account had instead been
invested in shares of one or more of the funds of Calamos Investment Trust as
designated by the participating trustee. Thus, the value of the account
increases with contributions to the account or with increases in the value of
the measuring shares, and the value of the account decreases with withdrawals
from the account or with declines in the value of the measuring shares. If a
participating trustee retires, the participating trustee may elect to receive
payments under the plan in a lump sum or in equal annual installments over a
period of five years. If a participating trustee dies, any amount payable under
the Plan will be paid to the participating trustee's beneficiaries.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The Funds have entered
into Investment Management Agreements and a Financial Accounting Services
Agreement with Calamos Advisors. Calamos Advisors is indirectly owned by Messrs.
John Calamos and Nick Calamos, who serve as trustees of the Funds. According to
the terms of the Investment Management Agreements, Calamos Advisors provides
portfolio management services to the Funds in consideration for fees based on
the Funds' average weekly managed assets. According to the terms of the
Financial Accounting Services Agreement, Calamos Advisors provides certain
accounting services to the Funds in consideration for fees based on the Funds'
daily average net assets.
REQUIRED VOTE. The trustees of a Fund will be elected by the vote of a
plurality of all shares of the Fund present at the meeting, in person or by
proxy. Each share is entitled to one vote, and one-third of the shares of each
Fund entitled to vote is a quorum for that Fund.
BOARD RECOMMENDATION
EACH FUND'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT EACH FUND'S
SHAREHOLDERS VOTE "FOR" THE NOMINEES.
12
OTHER MATTERS
Each Fund's board of trustees knows of no other matters that are intended
to be brought before the meeting. If other matters are presented for action, the
proxies named in the enclosed form of proxy will vote on those matters in their
sole discretion.
MORE INFORMATION ABOUT THE MEETING
SHAREHOLDERS. At the record date, the Funds had the following numbers of
shares issued and outstanding:
COMMON SHARES PREFERRED SHARES
CHI 46,474,537 15,360
CHY 62,200,083 17,200
CSQ 154,514,000 43,200
CGO 8,006,981 2,360
At February 1, 2006, each trustee beneficially owned (as determined
pursuant to Rule 16a-1(a)(2) under the Securities Exchange Act of 1934) shares
of the Funds and of all Funds in the Fund Complex having values within the
following indicated dollar ranges.
AGGREGATE DOLLAR
RANGE OF SHARES IN
TRUSTEE CHI CHY CSQ CGO THE FUND COMPLEX
John P. Calamos Over $100,000 $50,001-$100,000 Over $100,000 Over $100,000 Over $100,000
Nick P. Calamos $50,001-$100,000 None Over $100,000 None Over $100,000
Joe F. Hanauer None None None None Over $100,000
Weston W. Marsh $50,001-$100,000 $50,001-$100,000 $50,001-$100,000 None Over $100,000
John E. Neal Over $100,000 None Over $100,000 None Over $100,000
William R. Rybak $10,001-$50,000 $10,001-$50,000 $10,001-$50,000 None Over $100,000
Stephen B. Timbers None Over $100,000 None None Over $100,000
David D. Tripple $10,001-$50,000 $10,001-$50,000 $10,001-$50,000 $10,001-$50,000 Over $100,000
13
At February 1, 2006, each trustee, and the trustees and officers as a
group, beneficially owned (as determined pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934) shares of the Funds (or percentage of
outstanding shares) as follows:
NUMBER OF NUMBER OF NUMBER OF NUMBER OF
COMMON COMMON COMMON COMMON
TRUSTEE SHARES OF CHI % SHARES OF CHY % SHARES OF CSQ % SHARES OF CGO %
John P. Calamos 7,653 * 5,887 * 130,130 * 100,600 1.26%
Nick P. Calamos 2,691 * 0 * 78,687 * 0 *
Joe F. Hanauer 0 * 0 * 0 * 0 *
Weston W. Marsh 2,800 * 3,500 * 4,400 * 0 *
John E. Neal 17,000 * 0 * 16,000 * 0 *
William R. Rybak 1,175 * 1,357 * 1,587 * 0 *
Stephen B. Timbers 0 * 7,000 * 0 * 0 *
David D. Tripple 2,400 * 3,000 * 3,500 * 3,400 *
Trustees and Officers
as a group (12
persons) 33,719 * 20,744 * 234,304 * 104,000 1.30%
* Indicates less than 1%.
At February 1, 2006, no trustee or officer held preferred shares of any
Fund.
At January 20, 2006, the following persons were known to own beneficially
or of record more than 5% of the outstanding securities of each of the following
Funds. To each Fund's knowledge, no change in control of such Fund has occurred
since the beginning of its last fiscal year.
CLASS NAME AND ADDRESS NUMBER OF PERCENT
FUND OF SHARES OF RECORD OWNER SHARES OWNED OF CLASS
CHI Common Merrill Lynch Pierce Fenner & Smith 8,706,401.816 18.76%
101 Hudson Street, 9th Floor
Jersey City, NJ 07302
Attn: Veronica O'Neill
Citigroup Global Markets, Inc. 5,878,976.000 12.67%
Attn: Patricia Haller
333 West 34th Street, 3rd Floor
New York, NY 10001
First Clearing LLC 4,623,541.347 9.96%
Attn: Roxie Huffman
P.O. Box 6510
Glen Allen, VA 23058-6510
14
CLASS NAME AND ADDRESS NUMBER OF PERCENT
FUND OF SHARES OF RECORD OWNER SHARES OWNED OF CLASS
UBS Financial Services Inc. 3,831,343.000 8.26%
Attn: Jane Flood
1000 Harbor Blvd.
Weehawken, N.J. 07086
Preferred Merrill Lynch Pierce Fenner & Smith 4,144.000 26.98%
101 Hudson Street, 9th Floor
Jersey City, NJ 07302
Attn: Veronica O'Neill
National Financial Services, LLC 1,783.000 11.61%
Attn: Lewis Trezza
200 Liberty Street
One World Financial Tower, 5th Floor
New York, NY 10281
UBS Financial Services Inc. 1,451.000 9.45%
Attn: Jane Flood
1000 Harbor Blvd.
Weehawken, N.J. 07086
Morgan Stanley 1,361.000 8.86%
4511 North Himes Avenue
Suite 210
Tampa, FL 33614
Attn: C.J. Manning
CHY Common Citigroup Global Markets, Inc. 23,157,815.000 37.27%
Attn: Patricia Haller
333 West 34th Street, 3rd Floor
New York, NY 10001
First Clearing LLC 4,151,961.592 6.68%
Attn: Roxie Huffman
P.O. Box 6510
Glen Allen, VA 23058-6510
RBC Dain Rauscher Incorporated 3,567,140.000 5.74%
Attn: Proxy Dept. 11Q6
510 Marquette Avenue South
Minneapolis, MN 55402
Legg Mason Wood Walker, Inc. 3,492,695.000 5.62%
Attn: John Barry
11155 Redrun Boulevard
Owingsmills, MD 21117
15
CLASS NAME AND ADDRESS NUMBER OF PERCENT
FUND OF SHARES OF RECORD OWNER SHARES OWNED OF CLASS
Preferred Citigroup Global Markets, Inc. 5,671.000 32.97%
Attn: Patricia Haller
333 West 34th Street, 3rd Floor
New York, NY 10001
RBC Dain Rauscher Incorporated 4,044.000 23.51%
Attn: Proxy Dept. 11Q6
510 Marquette Avenue South
Minneapolis, MN 55402
First Clearing LLC 2,473.000 14.38%
Attn: Roxie Huffman
P.O. Box 6510
Glen Allen, VA 23058-6510
Morgan Stanley 1,221.000 7.10%
4511 North Himes Avenue
Suite 210
Tampa, FL 33614
Attn: C.J. Manning
CSQ Common Citigroup Global Markets, Inc. 36,136,562.000 23.39%
Attn: Patricia Haller
333 West 34th Street, 3rd Floor
New York, NY 10001
Merrill Lynch Pierce Fenner & Smith 30,986,830.000 20.05%
101 Hudson Street, 9th Floor
Jersey City, NJ 07302
Attn: Veronica O'Neill
UBS Financial Services Inc. 22,632,609.000 14.65%
Attn: Jane Flood
1000 Harbor Blvd.
Weehawken, N.J. 07086
A.G. Edwards & Sons, Inc. 8,632,204.564 5.59%
Attn: Proxy Department
1431 Kingsland Avenue
Pagedale, MO 63133
RBC Dain Rauscher Incorporated 8,253,430.000 5.34%
Attn: Proxy Dept. 11Q6
510 Marquette Avenue South
Minneapolis, MN 55402
Preferred Citigroup Global Markets, Inc. 18,502.000 42.83%
Attn: Patricia Haller
333 West 34th Street, 3rd Floor
New York, NY 10001
16
CLASS NAME AND ADDRESS NUMBER OF PERCENT
FUND OF SHARES OF RECORD OWNER SHARES OWNED OF CLASS
UBS Financial Services Inc. 6,998.000 16.20%
Attn: Jane Flood
1000 Harbor Blvd.
Weehawken, N.J. 07086
Merrill Lynch Pierce Fenner & Smith 3,658.000 8.47%
101 Hudson Street, 9th Floor
Jersey City, NJ 07302
Attn: Veronica O'Neill
Morgan Stanley 3,313.000 7.67%
4511 North Himes Avenue
Suite 210
Tampa, FL 33614
Attn: C.J. Manning
CGO Common Citigroup Global Markets, Inc. 3,319,715.000 41.46%
Attn: Patricia Haller
333 West 34th Street, 3rd Floor
New York, NY 10001
UBS Financial Services Inc. 1,672,837.000 20.89%
Attn: Jane Flood
1000 Harbor Blvd.
Weehawken, N.J. 07086
RBC Dain Rauscher Incorporated 553,827.000 6.92%
Attn: Proxy Dept. 11Q6
510 Marquette Avenue South
Minneapolis, MN 55402
Preferred Citigroup Global Markets, Inc. 2,360.000 100.00%
Attn: Patricia Haller
333 West 34th Street, 3rd Floor
New York, NY 10001
HOW PROXIES WILL BE VOTED. All proxies solicited by the board of trustees
that are properly executed and received prior to the meeting, and that are not
revoked, will be voted at the meeting. Shares represented by those proxies will
be voted in accordance with the instructions marked on the proxy. If no
instructions are specified, shares will not be counted as a vote FOR the
proposal.
HOW TO VOTE. Complete, sign and date the enclosed proxy card and return it
in the enclosed envelope.
EXPENSES. The expenses of preparing, printing and mailing the enclosed
proxy card, the accompanying notice and this proxy statement
17
and all other costs, in connection with the solicitation of proxies will be
borne by the Funds. The Funds may also reimburse banks, brokers and others for
their reasonable expenses in forwarding proxy solicitation material to the
beneficial owners of shares of the Funds. In order to obtain the necessary
quorum at the meeting, additional solicitation may be made by mail, telephone,
telegraph, facsimile or personal interview by representatives of the Funds,
Calamos Advisors, the Funds' transfer agent, or by brokers or their
representatives or by a solicitation firm that may be engaged by the Funds to
assist in proxy solicitations. Any costs associated with such additional
solicitation are not anticipated to be significant.
HOUSEHOLDING. The Funds reduce the number of duplicate shareholder
reports and proxy statements your household receives by sending only one copy of
those documents to those addresses shared by two or more accounts. Call the
Funds at 1-800-582-6959 or write to the Funds at the address on page one of this
proxy statement to request individual copies of shareholder reports and proxy
statements, or to request a single copy of shareholder reports and proxy
statements if your household is receiving duplicate copies. We will begin
sending your household single or multiple copies, as you request, as soon as
practicable after receiving your request.
REVOKING A PROXY. At any time before it has been voted, you may revoke
your proxy by: (1) sending a letter saying that you are revoking your proxy to
the Secretary of the Funds at the Funds' offices located at 2020 Calamos Court,
Naperville, Illinois 60563-2787; (2) properly executing and sending a
later-dated proxy; or (3) attending the meeting, requesting return of any
previously delivered proxy, and voting in person.
QUORUM, VOTING AT THE MEETING, AND ADJOURNMENT. One-third of the shares of
each Fund entitled to vote, present in person or represented by proxy,
constitutes a quorum for electing trustees of that Fund. For purposes of
determining the presence or absence of a quorum and for determining whether
sufficient votes have been received for approval of any matter to be acted upon
at the meeting, abstentions and broker nonvotes will be treated as shares that
are present at the meeting but have not been voted.
If a quorum is not present in person or by proxy at the meeting, or if a
quorum is present at the meeting but not enough votes to approve a proposal are
received, the persons named as proxies may propose one or more adjournments of
the meeting to permit further
18
solicitation of proxies. Any proposal for adjournment for a Fund will require
the vote of a majority of the shares of the Fund represented at the meeting in
person or by proxy.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and Section 16(a) of the Securities Exchange
Act of 1934 require the Funds' trustees and officers, investment adviser,
affiliated persons of the investment adviser and persons who own more than 10%
of a registered class of the Funds' equity securities to file forms reporting
their affiliation with the Fund(s) and reports of ownership and changes in
ownership of the Funds' shares with the Securities and Exchange Commission (the
"SEC") and the New York Stock Exchange. Those persons and entities are required
by SEC regulation to furnish the Funds with copies of all Section 16(a) forms
they file. Based on a review of those forms furnished to the Funds, each Fund
believes that its trustees and officers, investment adviser and affiliated
persons of the investment adviser have complied with all applicable Section
16(a) filing requirements, except that Mark Mickey was late in filing Forms 3
for Calamos Convertible Opportunities and Income Fund, Calamos Convertible and
High Income Fund and Calamos Strategic Total Return Fund and in filing a Form 4
for Calamos Convertible and High Income Fund and Stephen Timbers was late in
filing Forms 3 for Calamos Opportunities and Income Fund and Calamos Convertible
and High Income Fund. In addition, Calamos Advisors was late in filing its
initial report of ownership for Calamos Convertible Opportunities and Income
Fund, Calamos Convertible and High Income Fund and Calamos Strategic Total
Return Fund resulting from a reorganization with a predecessor, which
predecessor previously reported its ownership of such Funds. To the knowledge of
each Fund's management, for purposes of Section 16(a) reporting, no person owns
beneficially more than 10% of a class of any Fund's equity securities.
AUDIT COMMITTEE REPORT
The audit committee of each Fund's board of trustees reviews that Fund's
annual financial statements with both management and the independent auditors,
and the committee meets periodically with the independent and internal auditors
to consider their evaluation of the Fund's financial and internal controls.
19
Each audit committee, in discharging its duties, has met with and held
discussions with management and the Fund's independent and internal auditors.
The committees have reviewed and discussed the audited financial statements with
management. Management has represented to the independent auditors that each
Fund's financial statements were prepared in accordance with generally accepted
accounting principles.
The audit committees have also discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61
(Communications with Audit Committees). The independent auditors provided to the
committees the written disclosure required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the
committees discussed with representatives of the independent auditors their
firm's independence.
Based on each audit committee's review and discussions with management and
the independent auditors, the representations of management and the reports of
the independent auditors to the committees, each committee recommended that the
respective board include the audited financial statements in the Fund's annual
report.
The members of the audit committee are: Joe F. Hanauer, Weston W. Marsh,
John E. Neal, William R. Rybak, Stephen B. Timbers and David D. Tripple.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Each Fund's audit committee selected Deloitte & Touche LLP ("D&T") as the
independent registered public accounting firm to audit the books and records of
that Fund for its fiscal year ending October 31, 2005. A representative of D&T
will not be present at the meeting.
AUDIT AND RELATED FEES
AUDIT FEES. D&T billed CHI, CHY, CSQ and CGO aggregate fees in the amounts
of $34,717, $34,717, $34,717 and $15,500, respectively, for the fiscal year
ended October 31, 2005 and $30,500, $30,500, $34,500, and $0, respectively, for
the fiscal year ended October 31, 2004 for professional services rendered with
respect to the audits of the Funds' annual financial statements or services that
are typically provided by
20
the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years.
AUDIT RELATED FEES. D&T billed CHI, CHY, CSQ and CGO aggregate fees in the
amounts of $27,192, $27,192, $27,192 and $16,000, respectively, for the fiscal
year ended October 31, 2005 and $29,917, $17,917, $49,917 and $0, respectively,
for the fiscal year ended October 31, 2004 for assurance and related services
that are reasonably related to the performance of the audit of the Funds'
financial statements and not reported above.
There were no fees billed in either of the last two fiscal years for
assurance and related services rendered by D&T to Calamos Advisors or any entity
controlling, controlled by or under common control with Calamos Advisors that
are reasonably related to the performance of the audit of the Funds' financial
statements that were required to be pre-approved by any of the Funds' audit
committees.
TAX FEES. D&T billed CHI, CHY, CSQ and CGO aggregate fees in the amounts
of $4,850, $4,850, $4,850 and $1,500, respectively, for the fiscal year ended
October 31, 2005 and $6,079, $6,079, $4,667 and $0, respectively, for the fiscal
year ended October 31, 2004 for professional services for tax compliance, tax
advice, tax planning and tax return preparation services.
There were no fees billed in either of the last two fiscal years for
professional services rendered by D&T to Calamos Advisors or any entity
controlling, controlled by or under common control with Calamos Advisors for tax
compliance, tax advice and tax planning that were required to be pre-approved by
any of the Funds' audit committees.
ALL OTHER FEES. D&T billed CHI, CHY, CSQ and CGO aggregate fees in the
amounts of $35,542, $42,158, $101,848 and $500, respectively, for the fiscal
year ended October 31, 2005 and $7,500, $7,500, $2,500 and $0, respectively, for
the fiscal year ended October 31, 2004 for products and services, including
internal control review services, other than the services reported above.
There were no fees billed in either of the last two fiscal years for
products and services provided by D&T to Calamos Advisors or any entity
controlling, controlled by or under common control with Calamos Advisors that
were required to be pre-approved by any of the Funds' audit committees.
21
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. Each Fund's audit
committee meets with D&T and Calamos Advisors to review and pre-approve all
audit services to be provided by D&T.
Each audit committee shall pre-approve all non-audit services to be
provided by D&T to the respective Fund, including the fees and other
compensation to be paid to D&T; provided that the pre-approval of non-audit
services is waived if (i) the services were not recognized by management at the
time of the engagement as non-audit services, (ii) the aggregate fees for all
non-audit services provided to the relevant Fund are less than 5% of the total
fees paid by such Fund to D&T during the fiscal year in which the non-audit
services are provided, and (iii) such services are promptly brought to the
attention of the audit committee by Calamos Advisors and such audit committee
approves them prior to the completion of the audit.
Each audit committee shall pre-approve all non-audit services to be
provided by D&T to Calamos Advisors or any entity controlling, controlled by or
under common control with Calamos Advisors that provides ongoing services to the
respective Fund if the engagement relates directly to the operations or
financial reporting of the Fund, including the fees and other compensation to be
paid to D&T; provided that pre-approval of non-audit services to Calamos
Advisors or any of its affiliates is not required if (i) the services were not
recognized by Calamos Advisors at the time of the engagement as non-audit
services, (ii) the aggregate fees for all non-audit services provided to Calamos
Advisors and all entities controlling, controlled by or under common control
with Calamos Advisors are less than 5% of the total fees for non-audit services
requiring pre-approval paid by the Fund, Calamos Advisors or its affiliates to
D&T during the fiscal year in which the non-audit services are provided, and
(iii) such services are promptly brought to the attention of the relevant audit
committee by Calamos Advisors and the audit committee approves them prior to the
completion of the audit.
One hundred percent of the services provided to each Fund described under
the paragraphs entitled Audit-Related Fees, Tax Fees and All Other Fees were
pre-approved by the relevant Fund's audit committees. There were no services
provided to Calamos Advisors or any entity controlling, controlled by or under
common control with Calamos Advisors described in the paragraphs entitled
Audit-Related Fees, Tax Fees and All Other Fees that were required pre-approved
by the audit committees.
22
AGGREGATE NON-AUDIT FEES. D&T billed CHI, CHY, CSQ and CGO aggregate fees
in the amounts of $40,392, $47,008, $106,698 and $2,000, respectively, for the
fiscal year ended October 31, 2005 and $13,579, $13,579, $7,167 and $0,
respectively, for the fiscal year ended October 31, 2004 for non-audit services.
D&T billed Calamos Advisors or any entity controlling, controlled by or under
common control with Calamos Advisors aggregate non-audit fees in the amounts of
$31,256 and $58,000 for the fiscal years ended October 31, 2005 and October 31,
2004, respectively, for services rendered.
The Funds' audit committees approved such non-audit services.
Each Fund's audit committee has considered whether D&T's provision of
services (other than audit services to each Fund) to the Fund, Calamos Advisors
and affiliates of Calamos Advisors that provide services to the Fund is
compatible with maintaining D&T's independence in performing audit services.
ADMINISTRATOR
Each Fund has entered into an administration agreement with State Street
Bank and Trust Company whose principal business address is 225 Franklin Street,
Boston, Massachusetts 02110.
SHAREHOLDER COMMUNICATIONS
Shareholders are able to send communications to the Funds' governance
committees. Communications should be addressed to the Secretary of the Funds at
their principal offices at 2020 Calamos Court, Naperville, Illinois 60563-2787.
The Secretary will forward any communications received directly to the
governance committees. The Funds do not have a policy with regard to trustee
attendance at annual meetings. All of the trustees of the Funds attended the
2005 annual meeting.
SHAREHOLDER PROPOSALS
A shareholder proposal for consideration at the 2007 annual meeting of a
Fund should be submitted in writing pursuant to Rule 14a-8 of the Securities
Exchange Act of 1934 to the Secretary of the Fund at 2020 Calamos Court,
Naperville, Illinois 60563-2787, not later than November 9, 2006. A shareholder
wishing to provide notice in the manner prescribed by Rule 14a-4(c)(1) of a
proposal submitted outside of the process of Rule 14a-8 must submit such written
notice to
23
the Fund not later than January 23, 2007. Any proposal, shall be included in a
written notice that includes the shareholder's name and address, the number of
shares of the Fund(s) that the shareholder owns of record or beneficially, the
dates on which those shares were acquired, and documentary support for a claim
of beneficial ownership if the shares are registered in a different name. Timely
submission of a proposal does not mean the proposal will be included in the
proxy material sent to shareholders.
By Order of the Board of Trustees of
each Fund,
James S. Hamman, Jr.
Secretary
February 24, 2006
24
Appendix A
CALAMOS INVESTMENT TRUST
CALAMOS ADVISORS TRUST
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
CALAMOS CONVERTIBLE AND HIGH INCOME FUND
CALAMOS STRATEGIC TOTAL RETURN FUND
CALAMOS GLOBAL TOTAL RETURN FUND
AUDIT COMMITTEE CHARTER
(adopted by the Boards of Trustees on October 7, 2005)
I. PURPOSES
The Audit Committee (the "Committee") is a committee of the Board of
Trustees (the "Board") of each of the trusts and funds named above (each
referred to as a "Trust"). Its purposes are to:
A. Oversee the Trust's accounting and financial reporting policies and
practices, its internal controls over financial reporting and, as
appropriate in its judgment, the internal controls of certain service
providers;
B. Assist Board oversight of (i) the integrity of the Trust's financial
statements, (ii) the Trust's compliance with legal and regulatory
requirements, (iii) the independent auditors' qualifications and
independence, and (iv) the performance of the independent auditors;
C. Pre-approve the audit and non-audit services that the Trust's
independent auditors provide to the Trust and certain non-audit
services that the Trust's independent auditors may provide to the
Trust's investment adviser (the "Adviser") and its affiliates;
D. Prepare a Committee report as required by the SEC to be included in
the annual proxy statement of any closed-end Trust; and
E. Act as a liaison between the Trust's independent auditors and the
Board.
25
The function of the Committee is oversight. It is the responsibility of
management and the Trust's service providers to maintain appropriate systems for
accounting and internal control, and the independent auditors' responsibility to
plan and carry out proper audits. In fulfilling their responsibilities as
members of the Committee, it is recognized that members of the Committee are not
full-time employees of the Trust or the Adviser and are not, and do not
represent themselves to be, performing the functions of auditors or accountants.
As such, it is not the duty or responsibility of the Committee or its members to
conduct field work or other types of auditing or accounting reviews or
procedures or to set auditor independence standards, and each member of the
Committee shall be entitled to rely on (i) the integrity of those persons and
organizations within and outside the Trust or the Adviser from which it receives
information, (ii) the accuracy of financial and other information provided to
the Committee by such persons or organizations absent actual knowledge to the
contrary (which shall be promptly reported to the Board) and (iii)
representations made by management and the Trust's service providers as to any
information technology, internal audit or other non-audit services provided by
the Trust's auditors, the Adviser, the distributor, the custodian, any other
Trust service provider or any entity in a control relationship with the Trust or
the Adviser.
II. ORGANIZATION AND COMPOSITION
This charter has been adopted by the Board of each Trust. The members of
the Committee of each Board shall be appointed annually by such Board, which
shall also designate a chair of the Committee. Members of the Committee shall
serve at the pleasure of the Board.
The Committee shall be comprised of three or more Board members, each of
whom the Board has determined to be: (a) not an "interested person" of the
Trust, as defined in the Investment Company Act of 1940, as amended (the
"Investment Company Act"), (b) free of any relationship with the management of
the Trust or the Adviser, distributor or custodian, that, in the opinion of the
Board, would interfere with the member's exercise of independent judgment as a
Committee member, (c) in compliance with the independence requirements of the
Sarbanes-Oxley Act of 2002 and the rules of the Securities and Exchange
Commission (the "SEC") adopted thereunder, and (d) for closed-end Trusts only,
meet the independence requirements set forth in New York Stock Exchange listing
standards.
26
If a Committee member serves on the audit committees of more than three
public companies, the Board must determine that such simultaneous service would
not impair the ability of such member to effectively serve on the Committee.
The Board, in its business judgment, shall determine that each member of
the Committee is financially literate (or, in the case of a member who was not
financially literate at the time of appointment to the Committee, is expected to
become financially literate within a reasonable time thereafter) and whether any
member is an "audit committee financial expert," as defined by the SEC. At least
one member shall have accounting or related financial management expertise, as
the Board interprets such qualification in its business judgment. Committee
members may enhance their familiarity with finance and accounting by
participating in educational programs from time to time, at the expense of the
Trust.
III. MEETINGS
The Committee shall meet four times annually, or more frequently if
required. The presence in person or by telephone of a majority of the Committee
members shall constitute a quorum at any meeting.
IV. RESPONSIBILITIES
The Committee shall:
A. WITH RESPECT TO THE INDEPENDENT AUDITORS.
1. Consistent with the requirements of the Investment Company
Act and relevant state law, have the ultimate authority and
responsibility to select (or to nominate the independent
auditors to be proposed for shareholder approval in any
proxy statement), evaluate and, where appropriate, replace
the independent auditors; review the auditors' fees to
determine whether such fees appear to be appropriate for the
services rendered; and, review and evaluate the lead audit
partner of the independent auditor and confirm the required
rotation of all "audit partners" (as such term is defined by
the SEC).
2. Evaluate the qualifications and performance of the
independent auditors (and their lead partner), includ-
27
ing specific representations as to their organization,
experience and material changes in their personnel.
3. Obtain confirmation from the independent auditors regarding
their independence (including, but not limited to,
disclosures regarding the independent auditors' independence
required by Independence Standards Board Standard No. 1),
review the nature and scope of, and fees for, any management
consulting services provided by the independent auditors to
the Trust or the Adviser or any entity in a control
relationship with the Adviser and recommend that the Board
take appropriate action, if any, in response to the
independent auditors' report to satisfy itself of the
independent auditors' independence.
4. Obtain confirmation that the independent auditors are
registered with the Public Company Accounting Oversight
Board (the "PCAOB") and has filed its annual report with the
PCAOB. If available, the Committee may review the
independent auditors registration application to the PCAOB
and its annual report submitted to the PCAOB.
5. Approve a written engagement letter from the independent
auditors regarding any audit engagement, which shall
provide, among other things, that:
a. The Committee shall be directly responsible for the
appointment, termination, compensation and oversight
of the independent auditors.
b. The independent auditors shall report directly to the
Committee.
B. SCOPE OF AUDIT. Meet with the independent auditors and management of
the Trust to review the scope of the proposed audit for the current
year and the audit procedures to be performed, including pre-approval
of all audit services to be provided by the independent auditors of
the Trust.
C. PRE-APPROVAL OF NON-AUDIT SERVICES TO THE TRUST. Pre-approve, or
adopt appropriate procedures to pre-approve, any engagement of the
independent auditors to provide any
28
audit or non-audit services to the Trust (other than the "prohibited
non-audit services" set forth in Appendix I), including the fees and
other compensation to be paid to the independent auditors. The
chairman of the Committee, or any Committee member in his absence,
may grant such pre-approval. Any such delegated pre-approval shall be
reported to the Committee by the chairman at the next meeting of the
Committee.(1)
D. PRE-APPROVAL OF NON-AUDIT SERVICES TO THE ADVISER AND ITS
AFFILIATES. Pre-approve, or adopt appropriate procedures to
pre-approve, any engagement of the independent auditors to provide
any audit or non-audit services to the Adviser or any entity
controlling, controlled by or under common control with the Adviser
that provides ongoing services to the Trust if the engagement relates
directly to the operations or financial reporting of the Trust,
including the fees and other compensation to be paid to the
independent auditors. The chairman of the Committee, or any Committee
member in his absence, may grant such pre-approval. Any such
delegated pre-approval shall be reported to the Committee by the
chairman at the next meeting of the Committee.(2)
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1 Pre-approval of non-audit services for the Trust is waived, if:
a. the services were not recognized by management at the time of the
engagement as non-audit services;
b. the aggregate fees for all non-audit services provided to the Trust
are less than 5% of the total fees paid by the Trust to its
independent auditors during the fiscal year in which the non-audit
services are provided; and
c. such services are promptly brought to the attention of the Committee
by management and the Committee approves them (which may be by
delegation as provided for above) prior to the completion of the
audit.
2 Pre-approval of non-audit services to the Adviser or an affiliate of the
Adviser is not required if:
a. the services were not recognized by management at the time of the
engagement as non-audit services;
b. the aggregate fees for all non-audit services provided to the Adviser
and all entities controlling, controlled by or under common control
with the Adviser are less than 5% of the total fees for non-audit
services requiring pre-approval under Section IIIC or D of this
Charter paid by the Trust, the Adviser and all such other entities to
its independent auditors during the fiscal year in which the
non-audit services are provided; and
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E. DISAGREEMENTS WITH RESPECT TO FINANCIAL REPORTING. Resolve
disagreements between management and the independent auditors
regarding financial reporting for the Trust.
F. AUDIT RESULTS. Meet with the independent auditors and management of
the Trust at the conclusion of the audit to review the results of the
audit, including:
1. The independent auditors' audit of the Trust's annual
financial statements, including notes thereto and the
auditors' report thereon, and any significant audit
findings.
2. The independent auditors' comments regarding any significant
estimates by management.
3. The independent auditors' judgments about the quality of,
and the adequacy of disclosures in, the Trust's financial
statements in relation to generally accepted accounting
principles.
4. The independent auditor's reports describing (a) the Trust's
critical accounting policies and practices to be used in the
audit, (b) the details of all alternative treatments of
financial information within generally accepted accounting
principles discussed with management, including the
ramifications of the use of such alternative treatments, and
the treatment preferred by the independent auditor, and (c)
all material written communications between the independent
auditor and management.
5. Any significant difficulties the independent auditors
encountered in the course of the audit, including any
restrictions on their activities or access to requested
information and any significant disagreements with
management.
6. Any "management" or "internal control" letter issued, or
proposed to be issued, by the independent auditors to the
Trust.
---------------
c. such services are promptly brought to the attention of the Committee
by management and the Committee approves them prior to the completion
of the audit.
30
7. Any significant changes to the scope of the audit or the
audit plan as previously approved by the Committee.
8. Any other matters related to the conduct of the audit that
are to be communicated to the Committee under generally
accepted auditing standards, including, but not limited to,
the matters required to be discussed by Statements on
Auditing Standards Nos. 61 (Communications with Audit
Committees), 89 (Audit Adjustments) and 90 (Audit Committee
Communications).
9. Any other comments or recommendations of the independent
auditors.
G. FINANCIAL STATEMENTS. For any closed-end Trust only, review with
management of the Trust and the independent auditors, the Trust's
audited financial statements, and recommend to the Board, if
appropriate, that the audited financial statements be included in the
Trust's annual report to shareholders required by Section 30(e) of
the Investment Company Act and Rule 30d-1 thereunder; and review
draft annual and semi-annual financial statements of each Fund.
H. INTERNAL CONTROLS OF TRUST. Review at least annually with the
independent auditors and management of the Trust the adequacy and
effectiveness of the Trust's internal controls and elicit any
recommendations for improving the internal controls or particular
areas where new or more detailed controls or procedures may be
desirable.
I. INTERNAL CONTROLS OF CUSTODIAN. Review with the independent
auditors and management of the Trust the adequacy and effectiveness
of internal controls of the Trust's custodian, including significant
comments on such controls by auditors of the custodian.
J. EVALUATION OF ACCOUNTING FUNCTION. Meet with the independent
auditors, without management of the Trust present, to review the
independent auditors' evaluation for the Trust's accounting policies
and financial disclosure practices, the efficiency and effectiveness
of the personnel responsible for the Trust's accounting and
financial affairs, the cooperation that the independent auditors
received during the
31
course of the audit, and such other matters as the Committee considers
appropriate.
K. MEETING WITH MANAGEMENT. Meet separately with management of the
Trust as necessary to:
1. Obtain confirmation that all required disclosures in the
financial statements have been made.
2. Obtain confirmation regarding the Trust's continued
qualification as regulated investment companies under the
Internal Revenue Code and their status regarding federal
excise taxes.
3. Discuss management's assessment of the independent auditors.
4. Discuss the timing and process for implementing the rotation
of the lead audit partner, the concurring partner and any
other active audit engagement team partner and consider
whether there should be a regular rotation of the audit firm
itself.
5. Discuss (including with any relevant service providers) the
semi-annual financial statements at the next Committee
meeting following their issuance.
6. Discuss other matters that fall within the purview of the
Committee.
L. RISK POLICIES. Review and discuss the Trust's most significant
financial risk exposures and the guidelines and policies governing
the process by which the Adviser and other relevant service providers
assess and manage the Trust's exposure to risk.
M. PRESS RELEASES. For any closed-end Trust only, discuss press
releases to the extent they are related to financial information.
N. LEGAL AND REGULATORY DEVELOPMENTS. Review legal and regulatory
matters brought to the Committee's attention that may have a material
effect on the financial statements of the Trust, the related
compliance policies and programs of the Trust, any inspection or
compliance report submitted by a regulator to the Trust or to the
Adviser and any response to such report.
32
O. COMPLAINT PROCEDURES. Establish procedures for the receipt,
retention and treatment of complaints received by the Trust or the
Adviser regarding accounting, internal accounting controls or
auditing matters, as well as for confidential, anonymous submissions
by Trust or Adviser employees, or any provider of accounting related
services for the Trust, of concerns regarding questionable accounting
or auditing matters involving the Trust.
P. HIRING POLICIES. Establish policies for hiring by the Trust or any
entity in a control relationship with the Trust and review and
approve policies for hiring by the Adviser or any entity in a control
relationship with the Adviser of any employee or former employee of
the independent auditors of the Trust.
Q. EVALUATION OF COMMITTEE. Conduct an annual performance evaluation of
the Committee.
R. ANNUAL WRITTEN STATEMENT. The Committee shall obtain and review at
least annually a report by the independent auditors describing:
1. The independent auditors' internal quality-control
procedures.
2. Any material issues raised by the most recent internal
quality-control review, or peer review, of the independent
auditors, or by any inquiry or investigation by governmental
or professional authorities, within the preceding five
years, respecting one or more independent audits carried out
by the independent auditors, and any steps taken to deal
with any such issues.
3. All relationships between the independent auditors and the
Trust or the Adviser (the description of relationships
should include a description of the non-audit services and
corresponding fees that were not pre-approved by the
Committee).
S. CHARTER. Review this charter at least annually and recommend changes,
if any, to the Board.
T. MINUTES AND REPORTS TO BOARD. Maintain minutes of its meetings and
report to the Board on meetings or actions of the Committee on a
quarterly basis.
33
U. OUTSIDE ADVISORS. Authorize and oversee investigations into any
matters within the Committee's scope of responsibilities. The
Committee shall be empowered to use Trust assets to engage special
counsel or other consultants to assist the Committee in fulfilling its
responsibilities, as the Committee reasonably considers appropriate.
The Committee will report any use of the Trust' assets for such
purpose on a quarterly basis to the Board.
Although the Committee has the responsibilities set forth in this charter,
except as expressly set forth in this charter, it is not the duty of the
Committee to: (a) plan or conduct audits; (b) determine that the financial
statements of the Trust are complete, accurate or in accordance with generally
accepted accounting principles; (c) conduct investigations; or (d) assure
compliance with laws, regulations or policies of the Trust.
34
Appendix I
PROHIBITED NON-AUDIT SERVICES
The independent auditors shall not perform any of the following non-audit
services for the Trust ("prohibited non-audit services"):
a. bookkeeping or other services related to the accounting records or
financial statements of the Trust;
b. financial information systems design and implementation;
c. appraisal or valuation services, fairness opinions, or
contribution-in-kind reports;
d. actuarial services;
e. internal audit outsourcing services;
f. management functions or human resources;
g. broker or dealer, investment adviser, or investment banking services;
h. legal services and expert services unrelated to the audit; and
i. any other services that the PCAOB determines are impermissible.
35
Appendix B
CALAMOS ADVISORS TRUST
CALAMOS INVESTMENT TRUST
CALAMOS CONVERTIBLE OPPORTUNITIES
AND INCOME FUND
CALAMOS CONVERTIBLE AND HIGH INCOME FUND
CALAMOS STRATEGIC TOTAL RETURN FUND
CALAMOS GLOBAL TOTAL RETURN FUND
GOVERNANCE COMMITTEE CHARTER
(adopted by the Boards of Trustees on October 7, 2005)
I. PURPOSES
The Governance Committee (the "Committee") is a committee of the Board of
Trustees (the "Board") of each of the trusts and funds named above (each
referred to as a "Trust"). Its purposes are to oversee the independence and
effective functioning of the Board and to be informed about good practices for
mutual fund boards.
II. ORGANIZATION AND COMPOSITION
This charter has been adopted by the Board of each Trust. The members of
the Committee of each Board shall be appointed annually by such Board, which
shall also designate a chair of the Committee. Members of the Committee shall
serve at the pleasure of the Board.
The Committee shall be comprised of three or more Board members, each of
whom the Board has determined to be not an "interested person" of the Trust, as
defined in the Investment Company Act of 1940, as amended.
III. MEETINGS
The Committee shall meet two times annually, or more frequently as
circumstances dictate. The presence in person or by telephone of a majority of
the Committee members shall constitute a quorum at any meeting.
36
IV. RESPONSIBILITIES
A. Governance Responsibilities
The Committee shall:
1. BOARD COMPOSITION. Identify individuals qualified to
become Board members, consistent with the criteria
approved by the Board and set forth in Appendix A, and,
for the closed-end Trusts only, recommend that the Board
select Trustee nominees for the next annual shareholder
meeting.(3) The Committee has the sole authority to
retain and terminate a third party to identify Trustee
candidates, including the authority to approve the fees
and retention terms of the third party.
2. BOARD COMMITTEES. Make recommendations to the Board at
least annually regarding committees of the Board and
committee assignments. The Committee shall also
periodically review and make recommendations to the Board
regarding the qualifications for committee membership,
the structure and operations of the committees and the
authority to delegate to subcommittees or to individual
committee members.
3. TRUSTEE EDUCATION. Oversee the process for orientation
of new non-interested Trustees and ongoing education of
non-interested Trustees.
4. EVALUATION. Oversee the process for evaluating the
functioning of the Board and shall conduct an annual
performance evaluation of the Committee.
5. TRUSTEE COMPENSATION. Make recommendations to the Board
regarding the compensation of Trustees
---------------
(3) Candidates for election as non-interested Trustees must be nominated by the
non-interested Trustees and selected by a vote of a majority of the
incumbent non-interested Trustees. The Board may change the size of the
Board (subject to a minimum of three and a maximum of 15 members) and may
fill vacancies on the Board so long as at least two- thirds of the Trustees
then holding office have been elected by the shareholders.
37
who are not affiliated with any investment adviser,
administrator or distributor of the Trusts.
6. LEGAL COUNSEL. Monitor the performance of legal counsel
to the Trusts and to the non-interested Trustees and make
recommendations to the non-interested Trustees regarding
the selection of independent counsel for the
non-interested Trustees.
7. REVIEW OF CHARTER. Review this charter at least annually
and recommend to the full Board any changes.
8. RECOMMENDATION OF CANDIDATES. Consider recommendations
regarding candidates for election as Trustees of any
Trust submitted by any Trustee, or the investment
adviser. The Committee shall not give preferential
consideration to any recommended candidate based on the
source of the recommendation.
B. Other Powers and Responsibilities
The Committee shall:
1. Authorize and oversee investigations into any matters
within the Committee's scope of responsibilities. The
Committee shall be empowered to use Trust assets to
retain independent counsel, consultants, and other
professionals to assist the Committee in fulfilling its
responsibilities, as the Committee reasonably considers
appropriate. The Committee will report any use of a
Trust's assets for such purpose on a quarterly basis to
the Board.
2. Review this charter at least annually and recommend
changes, if any, to the Board;
3. Perform any other activities consistent with this charter
and each Trust's Declaration of Trust, By-Laws and
governing law as the Committee or the Trustees deem
necessary or appropriate.
4. Maintain minutes or other records of its meetings and
activities and report to the Board on a regular basis.
38
APPENDIX A
STATEMENT OF COMPETENCIES AND PERSONAL ATTRIBUTES
OF BOARD CANDIDATES
1. REPRESENTATION OF SHAREHOLDERS: Clearly recognizes the role of Trustees
to represent the interests of shareholders. Understands the difference
between the function of the Board and that of management.
2. JUDGMENT AND KNOWLEDGE: Demonstrates judgment in the ability to assess
strategy, business plans, evaluation of service providers, and other key
issues. Sufficiently informed and knowledgeable to contribute effectively
to the Board's monitoring responsibilities. Makes individual expertise
available to the Board.
3. MEANINGFUL PARTICIPATION: Comfortable being an active, inquiring
participant. Participates in Board process in a meaningful way. Has
confidence and willingness to express ideas and engage in constructive
discussion. Actively participates in decision-making and is willing to
make tough decisions. Is diligent and faithful in attending Board and
committee meetings.
4. COMMUNICATIONS: Communicates freely with other Board members. Willing to
challenge fellow Trustees. Asks insightful questions and raises thought
provoking perspectives. Willing to hold management accountable for
performance and results. Mindful not to get overly involved in
operational details and the management process. Finds the proper balance
between dominating the deliberations and making no contribution at all.
Team player; works well with other Trustees even if not necessarily
sharing their views. Listens with an open mind.
5. VISION AND LEADERSHIP: Oriented toward the future, and sensitive to
future direction of industry. Fulfills legal and fiduciary
responsibilities. Is open, honest, and direct. Makes appropriate time
commitment for Board service. Has no conflict of interest that the
Committee determines would impair the candidate's ability to serve on the
Board.
39
PROXY CALAMOS STRATEGIC TOTAL RETURN FUND VOTE TODAY
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE ANNUAL MEETING OF SHAREHOLDERS - MARCH 30, 2006
The undersigned appoints John P. Calamos, Sr. and James S. Hamman, Jr., or
either of them, each with power of substitution, to vote all shares that the
undersigned is entitled to vote at the annual meeting of shareholders of CALAMOS
STRATEGIC TOTAL RETURN FUND to be held on March 30, 2006 and at any adjournments
thereof, as set forth on the reverse side of this card, and in their discretion
upon any other business that may properly come before the meeting.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED POSTMARKED ENVELOPE.
(Continued and to be signed on the reverse side)
CHANGE OF ADDRESS
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CALAMOS
P.O. BOX 11099
NEW YORK, N.Y. 10203-0099
\/ DETACH PROXY CARD HERE \/
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PLEASE VOTE, SIGN, DATE AND
RETURN THIS PROXY CARD [ X ]
PROMPTLY USING THE Votes must be indicated
ENCLOSED ENVELOPE. (x) in Black or Blue ink.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
AND ABSENT DIRECTION WILL BE VOTED "FOR ALL" THE NOMINEES.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR ALL" THE NOMINEES BELOW.
Election of trustees:
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
Nominees: (1) Joe F. Hanauer, (2) John E. Neal and (3) David D. Tripple.
(INSTRUCTIONS: To withhold authority to vote for any nominee, mark the "For All
Except" box and write that nominee's name in the space provided below.)
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CHECK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
To change your address, please mark this box. [ ]
To include any comments, please mark this box. [ ]
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Please sign exactly as your name appears. If acting as attorney, executor,
trustee or in a representative capacity, sign name and indicate title.
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Date Share Owner sign here Co-Owner sign here