def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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þ Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
CALAMOS GLOBAL TOTAL
RETURN FUND
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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þ No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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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): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o 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. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
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SEC 1913 (02-02) |
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
OMB control number. |
Calamos®
Convertible Opportunities and Income Fund
Calamos®
Convertible and High Income Fund
Calamos®
Strategic Total Return Fund
Calamos®
Global Total Return Fund
2020
Calamos Court
Naperville, Illinois
60563-2787
1-800-582-6959
May 25, 2007
Dear Shareholder:
You are cordially invited to attend the joint annual meeting of
shareholders of each 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 will be held on Friday,
June 22, 2007 at 8:00 a.m., Central time, in the
Calamos Café on the lower level of the offices of Calamos
Advisors LLC, each Funds investment adviser,
2020 Calamos Court, Naperville, Illinois.
The matter scheduled for consideration at the meeting is the
election by the holders of preferred shares of each Fund of one
trustee to represent the holders of preferred shares. In
addition, each Fund may also transact any other business as may
properly come before the meeting or any adjournments or
postponements thereof. It is not expected that any matter other
than the proposal discussed in the proxy statement will be
raised at the meeting.
Enclosed with this letter are answers to questions you may have
about the proposal, the formal notice of the meeting, and the
proxy statement, which gives detailed information about the
proposal and why the board recommends that you vote to approve
it. 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,
John P. Calamos
Trustee and President
Calamos®
Convertible Opportunities and Income Fund
Calamos®
Convertible and High Income Fund
Calamos®
Strategic Total Return Fund
Calamos®
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 the holders of preferred shares
of each Fund: the election of one trustee to the board of
trustees of the Fund to represent the preferred shareholders.
Holders of the preferred shares of each Fund, voting as a
separate class, will vote to elect the trustee. Holders of the
common shares of each Fund are not being asked to elect a
trustee, but in accordance with each Funds by-laws, an
annual meeting of all shareholders is being held.
Shareholders of each Fund may transact such other business as
may properly come before the meeting or at any adjournment or
postponement thereof. Holders of the common shares of each Fund
are being asked to provide a proxy for purposes of allowing
their shares to be voted in the discretion of the proxyholders
on any matter on which holders of common shares may vote.
Unless a matter is specific to a particular class of shares,
holders of the common shares and holders of the preferred shares
of each Fund will vote together, as a single class, on any
matter that may properly come before the meeting and at any
adjournment or postponement thereof. It is not expected that any
matter other than the proposal discussed in the proxy statement
will be raised at the meeting.
Q. How
does the board of trustees suggest that I vote?
A. The
trustees of each Fund unanimously recommend that the holders of
preferred shares vote For the nominee 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®
Convertible Opportunities and Income Fund
Calamos®
Convertible and High Income Fund
Calamos®
Strategic Total Return Fund
Calamos®
Global Total Return Fund
2020
Calamos Court
Naperville, Illinois
60563-2787
1-800-582-6959
NOTICE OF
JOINT ANNUAL MEETING OF SHAREHOLDERS
June 22, 2007
A joint annual meeting of shareholders of each of
Calamos Convertible
Opportunities and Income Fund,
Calamos Convertible and
High Income Fund,
Calamos Strategic Total
Return Fund and
Calamos Global Total
Return Fund (each, a Fund) has been called to
be held in the Calamos Café on the lower level of the
offices of Calamos Advisors LLC, each Funds investment
adviser, 2020 Calamos Court, Naperville, Illinois, at
8:00 a.m., Central time, on Thursday, June 22, 2007
for the following purpose:
To elect by vote of the holders of preferred shares of each Fund
one trustee to the board of trustees of the Fund to represent
the holders of preferred shares, 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 matters that may properly
come before the meeting and at any adjournments or postponements
thereof.
Holders of the preferred shares of each Fund will vote together,
as a separate class, to elect a trustee of that Fund who
represents the holders of the preferred shares.
Holders of the common shares of each Fund are not being asked to
elect a trustee, but in accordance with each Funds
by-laws, an
annual meeting of all shareholders is being held. Holders of the
common shares of each Fund are being asked to provide a proxy
for purposes of allowing their shares to be voted in the
discretion of the proxyholders on any matter on which holders of
common shares may vote. Unless a matter is specific to a
particular class of shares, holders of the common shares and
holders of the preferred shares of each Fund will vote together,
as a single class, on any matter that may properly come before
the meeting and at any adjournment or postponement thereof. It
is not expected that any matter other than the proposal
discussed in the proxy statement will be raised at the meeting.
Shareholders of record as of the close of business on
May 11, 2007 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
May 25, 2007
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®
Convertible Opportunities and Income Fund
Calamos®
Convertible and High Income Fund
Calamos®
Strategic Total Return Fund
Calamos®
Global Total Return Fund
2020
Calamos Court
Naperville, Illinois
60563-2787
1-800-582-6959
JOINT
PROXY STATEMENT
JOINT
ANNUAL MEETING OF SHAREHOLDERS
June 22, 2007
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). The board of each Fund is
asking you to complete and return the enclosed proxy card(s),
permitting your shares of the Fund to be voted at the joint
meeting of shareholders called to be held on June 22, 2007.
Shareholders of record at the close of business on May 11,
2007 (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 May 29, 2007. Each
Funds 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 Funds annual report to
shareholders for the fiscal year ended October 31, 2006.
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 Funds investment adviser, is referred to
as Calamos Advisors. Calamos Advisors is an indirect
subsidiary of Calamos
Asset Management, Inc. (CAM), a publicly
traded corporation whose voting shares are majority-owned by
John P. Calamos and the Calamos family. As of March 31,
2007, Calamos Advisors managed approximately $42.6 billion
in assets of individuals and institutions. The Funds and Calamos
Advisors may be contacted at the same address, noted above.
ELECTION
OF TRUSTEES
One trustee is to be elected to the board of each Fund by the
holders of preferred shares of that Fund. The nominee is Stephen
B. Timbers, who is currently a trustee who represents the
preferred shares of each Fund and who was nominated by the board
of trustees of that Fund.
The persons named on the accompanying proxy card(s) intend to
vote at the meeting (unless otherwise directed) FOR the
election of the nominee as trustee of each Fund. Currently,
there are seven trustees. In accordance with each Funds
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 term of Stephen B. Timbers will expire at the annual
meeting of shareholders in 2007. The terms of John P. Calamos,
Weston W. Marsh and William R. Rybak will expire at the annual
meeting of shareholders in 2008 and the terms of Joe F. Hanauer,
John E. Neal and David D. Tripple will expire at the annual
meeting of shareholders in 2009. Messrs. Rybak and Timbers
are the trustees who represent the holders of preferred shares.
Nick P. Calamos resigned from the board of trustees effective
June 28, 2006.
The holders of preferred shares of each Fund will have equal
voting rights (i.e., one vote per share). Stephen B. Timbers has
been nominated for election as a trustee to represent the
holders of the preferred shares of each Fund. The vote of a
plurality of the preferred shares of a Fund, voting as a
separate class, is required to elect a representative of the
preferred shares as a trustee of that Fund.
The trustee elected at the meeting will hold office until the
2010 annual meeting or until his successor is duly elected and
qualified. If the nominee is unable to serve because of an event
not now anticipated, the persons named as proxyholders may vote
for another person designated by the board of trustees.
2
The following table sets forth information on Mr. Timbers
and each of the other current trustees.
Nominee
for election at the meeting who is not an interested person of
any Fund:
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Number of
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Position(s) Held with
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Portfolios in
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the Fund and Date
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Fund Complex
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Principal Occupation(s)
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Name and Age at
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First Elected or
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Overseen by
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During Past 5 Years and
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March 31, 2007
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Appointed to Office
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Trustee
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Other Directorships Held
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Stephen B. Timbers, 62
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Trustee (since 2004); Lead
Independent Trustee (since 2005)
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17
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Private investor; formerly Vice
Chairman, Northern Trust Corporation (bank holding company);
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; formerly Director, Northern Trust Securities, Inc.
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Continuing
trustees who are interested persons of any Fund:
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Number of
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Position(s) Held with
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Portfolios in
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the Fund and Date
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Fund Complex
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Principal Occupation(s)
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Name and Age at
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First Elected or
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Overseen by
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During Past 5 Years and
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March 31, 2007
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Appointed to Office
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Trustee
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Other Directorships Held
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John P. Calamos, Sr., 66*
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Trustee and President (of CHI since
2002, of CHY and CSQ since 2003 and of CGO since 2004)
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17
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President and CEO, Calamos Asset
Management, Inc. (CAM) and Calamos Holdings LLC
(CHLLC), Calamos Advisors LLC and its predecessor
(Calamos Advisors), and Calamos Financial Services
LLC and its predecessor (CFS); Director, CAM
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Mr. Calamos is a trustee who is an interested
person of the Funds as defined in the Investment Company
Act of 1940 (the 1940 Act) because he is an officer
of each Fund and is an affiliated person of Calamos Advisors and
CFS.
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Continuing
trustees who are not interested persons of any Fund:
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Number of
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Position(s) Held with
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Portfolios in
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the Fund and Date
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Fund Complex
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Principal Occupation(s)
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Name and Age at
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First Elected or
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Overseen by
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During Past 5 Years and
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March 31, 2007
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Appointed to Office
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Trustee
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Other Directorships Held
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Joe F. Hanauer, 69
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Trustee (of CHI since 2002, of CHY
and CSQ since 2003 and of CGO since 2004)
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17
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Private investor; Director, MAF
Bancorp (bank holding company); Chairman and Director, Move,
Inc., (internet provider of real estate information and
products); Director, Combined Investments, L.P. (investment
management)
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Weston W. Marsh, 56
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Trustee (of CHI since 2002, of CHY
and CSQ since 2003 and of CGO since 2004)
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17
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Of Counsel and, prior thereto,
Partner, Freeborn & Peters LLP (law firm)
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John E. Neal, 57
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Trustee (of CHI since 2002, of CHY
and CSQ since 2003 and of CGO since 2004)
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17
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Private investor; Managing
Director, Bank One Capital Markets, Inc. (investment banking)
(2000-2004); Director, Focused Health Services (private disease
management company), Equity Residential (publicly-owned REIT),
Ranir LLC (oral products company) and CBA Commercial (commercial
mortgage securitization company); Partner, Private Perfumery LLC
(private label perfume company and Linden LLC (health care
private equity)
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William R. Rybak, 56
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Trustee (of CHI since 2002, of CHY
and CSQ since 2003 and of CGO since 2004)
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17
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Private investor; formerly
Executive Vice President and Chief Financial Officer,
Van Kampen Investments, Inc. and subsidiaries (investment
manager); Director, Howe Barnes Hoefer Arnett, Inc. (investment
services firm) and PrivateBancorp, Inc. (bank holding company);
Trustee, JNL Series Trust JNL Investors Series Trust, JNL
Variable Fund LLC and JNLNY Variable Fund I LLC*
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David D. Tripple, 63
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Trustee (since 2006)
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17
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Private investor; Trustee, Century
Shares Trust and Century Small Cap Select Fund**
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Overseeing 91 portfolios in fund complex.
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**
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Overseeing two portfolios in fund complex.
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The address of each of the trustees is 2020 Calamos Court,
Naperville, Illinois
60563-2787.
4
Officers. John P. Calamos, Sr. is
president of each Fund. The preceding table gives more
information about Mr. Calamos. The following table sets
forth each other officers 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.
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Position(s) Held with
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the Fund and Date
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Name and Age at
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First Elected or
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Principal Occupation(s)
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March 31, 2007
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Appointed to Office
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During Past 5 Years
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Nimish S. Bhatt, 43
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Treasurer (since 2004)
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Senior Vice President and Director
of Operations, CAM, CHLLC, Calamos Advisors and CFS (since
2004); Senior Vice President, Alternative Investments and Tax
Services of The BISYS Group, Inc., prior thereto
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Nick P. Calamos, 45
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Vice President (of CHI since 2002,
of CHY and CSQ since 2003 and of CGO since 2004)
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Senior Executive Vice President and
Co-Chief Investment Officer, CAM, CHLLC, Calamos Advisors and
CFS; Director, CAM
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Patrick H. Dudasik, 51
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Vice President (of CHI since 2002,
of CHY and CSQ since 2003 and of CGO since 2004)
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Executive Vice President, Chief
Financial Officer and Treasurer, CAM and CHLLC (since 2004),
Calamos Advisors and CFS (since 2001); Chief Operating Officer,
CAM, CHLLC and CFS (since 2007); Administrative Officer, CAM and
CHLLC (2004-2005), Calamos Advisors and CFS (2001-2005)
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James S. Hamman, Jr., 37
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Secretary (of CHI since 2002, of
CHY and CSQ since 2003 and of CGO since 2004)
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Executive Vice President, Secretary
and General Counsel, CAM and CHLLC (since 2004), Calamos
Advisors and CFS (since 1998); Chief Compliance Officer, Calamos
Funds (2004-2005)
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Mark J. Mickey, 55
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Chief Compliance Officer (since
2005)
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Chief Compliance Officer, Calamos
Funds (since 2005), and Chief Compliance Officer, Calamos
Advisors (2005-2006); Director of Risk Assessment and Internal
Audit, Calamos Advisors (2003-2005); President, Mark Mickey
Consulting (2002-2003)
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The address of each officer is 2020 Calamos Court, Naperville,
Illinois
60563-2787.
5
Committees of the Board of Trustees. Each
Funds board of trustees currently has six standing
committees:
Executive Committee. Messrs. Calamos and
Timbers are members of each executive committee, which has
authority during intervals between meetings of the board of
trustees to exercise the powers of the board, with certain
exceptions.
Audit Committee. Messrs. Hanauer, Marsh, Neal,
Rybak, Timbers and Tripple serve on each audit committee. The
audit committees operate under a written charter adopted and
approved by each board, a copy of which is available on the
Funds website, www.calamos.com. The audit committees
select independent auditors, approve services to be rendered by
the auditors, monitor the auditors performance, review the
results of each Funds audit, determine whether to
recommend to the board that the Funds audited financial
statements be included in the Funds annual report and
respond to other matters deemed appropriate by the boards. Each
committee member is independent as defined by the
New York Stock Exchange. Messrs. Neal, Rybak, Timbers and
Tripple have been determined by the board to be audit committee
financial experts for each Fund.
Governance Committee. Messrs. Hanauer, Marsh,
Neal, Rybak, Timbers and Tripple serve on each governance
committee. Each committee member is independent as
defined by the New York Stock Exchange. The governance
committees operate under a written charter adopted and approved
by the board, a copy of which is available on the Funds
website, www.calamos.com. The governance committees oversee the
independence and effective functioning of the board of trustees
and endeavor to be informed about good practices for mutual fund
boards.
The governance committees also function as nominating committees
by making recommendations to the board of trustees regarding
candidates for election as non-interested trustees. The
governance 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 market for
available candidates. In making trustee recommendations, the
governance committees consider a number of factors, including a
candidates background, integrity, knowledge and relevant
experience. These factors are set forth in an appendix to the
written charter. Any prospective candidate is interviewed by the
Funds trustees and officers, and references are checked.
6
The governance committees will consider shareholder
recommendations regarding potential candidates for nomination as
trustees properly submitted to the governance committees for
their consideration.
A Fund shareholder who wishes to nominate a candidate to a
Funds board of trustees must submit any such
recommendation in writing via regular mail to the attention of
the Funds Secretary, at the address of the Funds
principal executive offices. The shareholder recommendation must
include:
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the number and class of all Fund shares owned beneficially and
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;
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a full listing of the proposed candidates 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;
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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;
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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;
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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
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such other information that would be helpful to the governance
committees in evaluating the candidate.
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The governance committees may require the nominating shareholder
to furnish other information they may reasonably require or deem
necessary
7
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 as a nominee
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.
Dividend Committee. Mr. Calamos serves as the
sole member of each dividend committee. Each dividend committee
is authorized to declare distributions on the respective
Funds shares in accordance with such Funds
distribution policies, including, but not limited to, regular
dividends, special dividends and short- and long-term capital
gains distributions.
Valuation Committee. Messrs. Marsh, Timbers and
Tripple serve on each valuation committee. The valuation
committees operate under a written charter approved by the
board. The valuation committees oversee valuation matters of the
Funds delegated to the pricing committee, including the fair
valuation determinations and methodologies proposed and utilized
by the pricing committee, review the Funds valuation
procedures and their application by the pricing committee,
review pricing errors and procedures for calculation of net
asset value of each of the Funds and respond to other matters
deemed appropriate by the board.
In addition to the above committees, each Funds board of
trustees has appointed and oversees a pricing committee
comprised of officers of the Fund and employees of Calamos
Advisors.
8
The following table shows the number of meetings held for each
Fund during the fiscal year ended October 31, 2006:
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CHI
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CHY
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CSQ
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CGO
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Board of Trustees
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5
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5
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5
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5
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Executive Committee*
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|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Audit Committee
|
|
|
5
|
|
|
|
5
|
|
|
|
5
|
|
|
|
5
|
|
Governance Committee
|
|
|
5
|
|
|
|
5
|
|
|
|
5
|
|
|
|
5
|
|
Dividend Committee
|
|
|
13
|
|
|
|
13
|
|
|
|
12
|
|
|
|
11
|
|
Valuation Committee**
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
*
|
Although the executive committees of CHI, CHY, CSQ and CGO held
no meetings, they acted by written consent on 0,1, 0 and 1
occasions, respectively.
|
|
**
|
The Valuation Committee was not formed until December 14,
2006.
|
With the exception of Nick Calamos, all of the trustees and
committee members then serving attended at least 75% of the
meetings of the board of trustees and applicable committees held
during the fiscal year ended October 31, 2006.
Trustee Compensation. The Funds do not
compensate any of the trustees who are affiliated persons of
Calamos Advisors.
Effective November 1, 2006, compensation of the
non-interested trustees of the Funds in the Fund Complex
for their services as such consists of an aggregate annual
retainer per trustee of $80,000, with annual supplemental
retainers of $40,000 to the lead independent trustee, $20,000 to
the chair of the audit committee and $10,000 to the chair of any
other committee. Each non-interested trustee receives a meeting
attendance fee of $6,000 for any board meeting attended in
person, $3,000 for any board meeting attended by telephone and
$3,000 for any committee meeting attended in person or by
telephone. The following table sets forth information with
respect to the compensation paid by the Funds and the
Fund Complex during the fiscal year ended October 31,
2006 to each of the current trustees.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
CHI
|
|
|
CHY
|
|
|
CSQ
|
|
|
CGO
|
|
|
Fund Complex*
|
|
|
John P. Calamos, Sr.
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Nick P. Calamos±
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Weston W. Marsh
|
|
|
4,633
|
|
|
|
5,223
|
|
|
|
10,041
|
|
|
|
2,243
|
|
|
|
107,000
|
|
Joe F. Hanauer
|
|
|
4,503
|
|
|
|
5,079
|
|
|
|
9,763
|
|
|
|
2.177
|
|
|
|
104,000
|
|
John E. Neal
|
|
|
5,279
|
|
|
|
5,953
|
|
|
|
11,443
|
|
|
|
2,558
|
|
|
|
122,000
|
|
William R. Rybak
|
|
|
4,956
|
|
|
|
5,588
|
|
|
|
10,742
|
|
|
|
2,400
|
|
|
|
114,500
|
|
Stephen B. Timbers
|
|
|
6,356
|
|
|
|
7,168
|
|
|
|
13,780
|
|
|
|
3,083
|
|
|
|
147,000
|
|
David D. Tripple
|
|
|
3,244
|
|
|
|
3,671
|
|
|
|
7,053
|
|
|
|
1,621
|
|
|
|
76,500
|
|
|
|
* |
The Fund Complex includes Calamos Investment Trust, Calamos
Advisors Trust and the Funds.
|
9
|
|
|
Includes fees deferred during the year pursuant to the deferred
compensation plan described below. As of October 31, 2006,
the values of the deferred compensation accounts of
Messrs. Marsh and Neal were $203,673 and $366,829,
respectively.
|
|
±
|
Nick P. Calamos resigned from the board of trustees effective
June 28, 2006.
|
|
|
Mr. Tripple was first elected a trustee as of January 1,
2006.
|
The Funds in the Fund Complex 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 in the Fund
Complex. The deferred compensation payable to the participating
trustee is credited to the participating trustees deferral
account as of the business day such compensation would have been
paid to the participating trustee. The value of a participating
trustees 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 Class I 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 trustees beneficiaries.
Certain Relationships and Related
Transactions. Each Fund has entered into an
Investment Management Agreement and a Financial Accounting
Services Agreement with Calamos Advisors. Calamos Advisors is
indirectly owned by John P. Calamos, Sr. According to
the terms of the Investment Management Agreements, Calamos
Advisors provides portfolio management services to the Funds in
consideration for fees based on each Funds average weekly
managed assets. According to the terms of the Financial
Accounting Services Agreement, Calamos Advisors provides certain
accounting services to each Fund in consideration for fees based
on the Funds daily average net assets.
Required Vote. The trustee of a Fund to
represent the holders of the preferred shares will be elected by
the vote of a plurality of the preferred shares of the Fund
present at the meeting, in person or by proxy. For the election
of the trustee, one-third of the preferred shares of a Fund
entitled to vote constitutes a quorum for that Fund.
10
Board
Recommendation
Each Funds board of trustees unanimously recommends
that the Funds preferred shareholders vote For
the nominee.
OTHER
MATTERS
Each Funds board of trustees knows of no other matters
that are intended to be brought before the meeting. If other
matters are properly presented for action, the proxyholders
named in the enclosed form of proxy will vote on those matters
in their sole discretion. For any matter that may properly come
before the meeting of a Fund, one-third of the shares entitled
to vote on the matter constitutes a quorum for that matter.
Unless a matter is specific to a particular class of shares,
holders of the common shares and holders of the preferred shares
of each Fund will vote together, as a single class, on any
matter that may properly come before the meeting and at any
adjournment or postponement thereof.
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
|
|
|
47,487,291
|
|
|
|
15,360
|
|
CHY
|
|
|
67,209,578
|
|
|
|
17,200
|
|
CSQ
|
|
|
154,514,000
|
|
|
|
43,200
|
|
CGO
|
|
|
8,006,981
|
|
|
|
2,360
|
|
At March 31, 2007, 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 indicated dollar ranges.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Dollar
|
|
|
|
|
|
|
|
|
|
|
Range of Shares in
|
Trustee
|
|
CHI
|
|
CHY
|
|
CSQ
|
|
CGO
|
|
the Fund Complex
|
|
John P. Calamos, Sr.
|
|
Over $100,000
|
|
Over $100,000
|
|
Over $100,000
|
|
Over $100,000
|
|
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
|
|
None
|
|
None
|
|
Over $100,000
|
|
Over $100,000
|
|
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
|
|
$50,001-$100,000
|
|
Over $100,000
|
|
Over $100,000
|
David D. Tripple
|
|
$10,001-$50,000
|
|
$50,001-$100,000
|
|
$50,001-$100,000
|
|
$50,001-$100,000
|
|
Over $100,000
|
11
At March 31, 2007, 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) the following
number of common shares of the Funds (or percentage of
outstanding shares) as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustee
|
|
CHI
|
|
|
%
|
|
CHY
|
|
|
%
|
|
CSQ
|
|
|
%
|
|
CGO
|
|
|
%
|
|
John P. Calamos, Sr.
|
|
|
8,645
|
|
|
*
|
|
|
74,042
|
|
|
*
|
|
|
138,453
|
|
|
*
|
|
|
173,238
|
|
|
2.16%
|
Joe F. Hanauer
|
|
|
0
|
|
|
*
|
|
|
0
|
|
|
*
|
|
|
0
|
|
|
*
|
|
|
0
|
|
|
*
|
Weston W. Marsh
|
|
|
2,800
|
|
|
*
|
|
|
3,500
|
|
|
*
|
|
|
4,400
|
|
|
*
|
|
|
0
|
|
|
*
|
John E. Neal
|
|
|
0
|
|
|
*
|
|
|
0
|
|
|
*
|
|
|
33,700
|
|
|
*
|
|
|
17,150
|
|
|
*
|
William R. Rybak
|
|
|
1,341
|
|
|
*
|
|
|
1,514
|
|
|
*
|
|
|
1,748
|
|
|
*
|
|
|
0
|
|
|
*
|
Stephen B. Timbers
|
|
|
0
|
|
|
*
|
|
|
7,000
|
|
|
*
|
|
|
6,500
|
|
|
*
|
|
|
6,500
|
|
|
*
|
David D. Tripple
|
|
|
2,400
|
|
|
*
|
|
|
3,000
|
|
|
*
|
|
|
3,500
|
|
|
*
|
|
|
3,400
|
|
|
*
|
Trustees and Officers as a group
(12 persons)
|
|
|
18,226
|
|
|
*
|
|
|
89,056
|
|
|
*
|
|
|
277,254
|
|
|
*
|
|
|
202,788
|
|
|
2.53%
|
* Indicates less than 1%.
At March 31, 2007, no trustee or officer held preferred
shares of any Fund.
12
At the record date, the following persons were known to own
beneficially or of record more than 5% of the outstanding
securities of each of the following Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
|
|
Name and Address
|
|
Number of
|
|
|
Percent
|
|
Fund
|
|
of Shares
|
|
of Beneficial Owner
|
|
Shares Owned
|
|
|
of Class
|
|
|
CHI
|
|
Common
|
|
Merrill Lynch Pierce
Fenner & Smith
101 Hudson Street, 9th Floor
Jersey City, NJ 07302
Attn: Veronica ONeill
|
|
|
7,458,328.000
|
|
|
|
15.71%
|
|
|
|
|
|
Citigroup Global Markets, Inc.
Attn: Patricia Haller
333 West 34th Street, 3rd Floor
New York, NY 10001
|
|
|
6,819,486.000
|
|
|
|
14.36%
|
|
|
|
|
|
First Clearing LLC
Attn: Pamela Siner
10700 Wheat First Dr., MC WS1024
Glen Allen, VA 23060
|
|
|
4,195,059.000
|
|
|
|
8.83%
|
|
|
|
|
|
UBS Financial Services Inc.
Attn: Jane Flood
1200 Harbor Blvd., 3rd Floor
Weekawken, N.J. 07086
|
|
|
3,937,299.000
|
|
|
|
8.29%
|
|
|
|
|
|
National Financial Services, LLC
Attn: Lewis Trezza
200 Liberty Street
One World Financial Tower, 5th Floor
New York, NY 10281
|
|
|
2,842,095.000
|
|
|
|
5.98%
|
|
|
|
|
|
Charles Schwab & Co.,
Inc.
211 Main St.
San Francisco, CA 94105
|
|
|
2,528,053.000
|
|
|
|
5.32%
|
|
|
|
Preferred
|
|
Merrill Lynch Pierce
Fenner & Smith
101 Hudson Street, 9th Floor
Jersey City, NJ 07302
Attn: Veronica ONeill
|
|
|
4,599.000
|
|
|
|
29.94%
|
|
|
|
|
|
Morgan Stanley
Harborside Financial Center
Plaza 3, 6th Floor
Jersey City, NJ 07311
|
|
|
2,267.000
|
|
|
|
14.76%
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
Attn: Lou Pagnotta
1251 Avenue of the Americas
New York, NY 10020
|
|
|
1,894.000
|
|
|
|
12.33%
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
|
|
Name and Address
|
|
Number of
|
|
|
Percent
|
|
Fund
|
|
of Shares
|
|
of Beneficial Owner
|
|
Shares Owned
|
|
|
of Class
|
|
|
|
|
|
|
UBS Financial Services Inc.
Attn: Jane Flood
1200 Harbor Blvd., 3rd Floor
Weekawken, N.J. 07086
|
|
|
1,884.000
|
|
|
|
12.27%
|
|
|
|
|
|
National Financial Services, LLC
Attn: Lewis Trezza
200 Liberty Street
One World Financial Tower, 5th Floor
New York, NY 10281
|
|
|
1,730.000
|
|
|
|
11.26%
|
|
|
|
|
|
Oppenheimer & Co. Inc.
Attn: Oscar Nazario
125 Broad Street, 15th Floor
New York, NY 10004
|
|
|
823.000
|
|
|
|
5.36%
|
|
CHY
|
|
Common
|
|
Citigroup Global Markets, Inc.
Attn: Patricia Haller
333 West 34th Street, 3rd Floor
New York, NY 10001
|
|
|
24,169,039.000
|
|
|
|
35.96%
|
|
|
|
|
|
First Clearing LLC
Attn: Pamela Siner
10700 Wheat First Dr., MC WS1024
Glen Allen, VA 23060
|
|
|
3,727,702.000
|
|
|
|
5.55%
|
|
|
|
|
|
National Financial Services, LLC
Attn: Lewis Trezza
200 Liberty Street
One World Financial Tower, 5th Floor
New York, NY 10281
|
|
|
3,497,288.000
|
|
|
|
5.20%
|
|
|
|
|
|
RBC Dain Rauscher Incorporated
Attn: Proxy Dept. 11Q6
510 Marquette Avenue South
Minneapolis, MN 55402
|
|
|
3,497,235.000
|
|
|
|
5.20%
|
|
|
|
Preferred
|
|
Citigroup Global Markets, Inc.
Attn: Patricia Haller
333 West 34th Street, 3rd Floor
New York, NY 10001
|
|
|
5,717.000
|
|
|
|
33.24%
|
|
|
|
|
|
RBC Dain Rauscher Incorporated
Attn: Proxy Dept. 11Q6
510 Marquette Avenue South
Minneapolis, MN 55402
|
|
|
4,401.000
|
|
|
|
25.59%
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
|
|
Name and Address
|
|
Number of
|
|
|
Percent
|
|
Fund
|
|
of Shares
|
|
of Beneficial Owner
|
|
Shares Owned
|
|
|
of Class
|
|
|
|
|
|
|
First Clearing LLC
Attn: Pamela Siner
10700 Wheat First Dr., MC WS1024
Glen Allen, VA 23060
|
|
|
3,378.000
|
|
|
|
19.64%
|
|
|
|
|
|
Morgan Stanley
Harborside Financial Center
Plaza 3, 6th Floor
Jersey City, NJ 07311
|
|
|
1,006.000
|
|
|
|
5.85%
|
|
CSQ
|
|
Common
|
|
Citigroup Global Markets, Inc.
Attn: Patricia Haller
333 West 34th Street, 3rd Floor
New York, NY 10001
|
|
|
33,380,245.000
|
|
|
|
21.60%
|
|
|
|
|
|
Merrill Lynch Pierce
Fenner & Smith
101 Hudson Street, 9th Floor
Jersey City, NJ 07302
Attn: Veronica ONeill
|
|
|
26,814,370.000
|
|
|
|
17.35%
|
|
|
|
|
|
UBS Financial Services Inc.
Attn: Jane Flood
1200 Harbor Blvd., 3rd Floor
Weekawken, N.J. 07086
|
|
|
24,009,744.000
|
|
|
|
15.54%
|
|
|
|
|
|
A.G. Edwards & Sons,
Inc.
Attn: Proxy Department
1431 Kingsland Avenue
Pagedale, MO 63133
|
|
|
7,812,761.000
|
|
|
|
5.06%
|
|
|
|
Preferred
|
|
Citigroup Global Markets, Inc.
Attn: Patricia Haller
333 West 34th Street, 3rd Floor
New York, NY 10001
|
|
|
18,844.000
|
|
|
|
43.62%
|
|
|
|
|
|
UBS Financial Services Inc.
Attn: Jane Flood
1200 Harbor Blvd., 3rd Floor
Weekawken, N.J. 07086
|
|
|
6,396.000
|
|
|
|
14.81%
|
|
|
|
|
|
Morgan Stanley
Harborside Financial Center
Plaza 3, 6th Floor
Jersey City, NJ 07311
|
|
|
4,644.000
|
|
|
|
10.75%
|
|
|
|
|
|
Merrill Lynch Pierce
Fenner & Smith
101 Hudson Street, 9th Floor
Jersey City, NJ 07302
Attn: Veronica ONeill
|
|
|
2,494.000
|
|
|
|
5.77%
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
|
|
Name and Address
|
|
Number of
|
|
|
Percent
|
|
Fund
|
|
of Shares
|
|
of Beneficial Owner
|
|
Shares Owned
|
|
|
of Class
|
|
|
|
|
|
|
E*Trade Securities LLC
P.O. Box 1542
Merrifield, VA 22116-9449
Attn: Corporate Actions Department
|
|
|
2,318.000
|
|
|
|
5.37%
|
|
CGO
|
|
Common
|
|
Citigroup Global Markets, Inc.
Attn: Patricia Haller
333 West 34th Street, 3rd Floor
New York, NY 10001
|
|
|
2,306,597.000
|
|
|
|
28.81%
|
|
|
|
|
|
UBS Financial Services Inc.
Attn: Jane Flood
1200 Harbor Blvd., 3rd Floor
Weekawken, N.J. 07086
|
|
|
1,010,214.000
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12.62%
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Merrill Lynch Pierce
Fenner & Smith
101 Hudson Street, 9th Floor
Jersey City, NJ 07302
Attn: Veronica ONeill
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563,293.000
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7.04%
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|
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First Clearing LLC
Attn: Pamela Siner
10700 Wheat First Dr., MC WS1024
Glen Allen, VA 23060
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525,014.000
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6.56%
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National Financial Services, LLC
Attn: Lewis Trezza
200 Liberty Street
One World Financial Tower, 5th Floor
New York, NY 10281
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496,759.000
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6.20%
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RBC Dain Rauscher Incorporated
Attn: Proxy Dept. 11Q6
510 Marquette Avenue South
Minneapolis, MN 55402
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468,963.000
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5.86%
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Preferred
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Citigroup Global Markets, Inc.
Attn: Patricia Haller
333 West 34th Street, 3rd Floor
New York, NY 10001
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2,230.000
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94.49%
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To each Funds knowledge, no change in control of such Fund
has occurred since the beginning of its last fiscal year.
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 as indicated on the proxy card, or in the
discretion
16
of the proxyholders on any other matter that may properly come
before the meeting.
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 cards, the accompanying notice
and this proxy statement 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 preferred shares of
each Fund entitled to vote present in person or represented by
proxy constitutes a quorum for electing a trustee for the
preferred shareholders of that Fund. For any matter that may
properly come before the meeting of a Fund, one-third of the
shares entitled to vote on the matter constitutes a quorum for
that matter. 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
17
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
proxyholders may propose one or more adjournments or
postponements of the meeting to permit further solicitation of
proxies. Any proposal for adjournment or postponement of the
meeting 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, the Funds
believe that their trustees and officers, investment adviser and
affiliated persons of the investment adviser have complied with
all applicable Section 16(a) filing requirements during the
last fiscal year. To the knowledge of each Funds
management, no person owns beneficially more than 10% of a class
of the Funds equity securities.
AUDIT
COMMITTEE REPORT
The audit committee of each Funds board of trustees
reviews that Funds 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 Funds financial and
internal controls.
Each audit committee, in discharging its duties, has met with
and held discussions with management and the Funds
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
Funds financial statements were prepared in accordance
with generally accepted accounting principles.
18
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 firms independence.
Based on each audit committees 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 Funds
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 Funds 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, 2007. 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 $22,779, $61,906, $54,623,
and $33,192, respectively, for the fiscal year ended
October 31, 2006 and $34,717, $34,717, $34,717, and
$15,500, respectively, for the fiscal year ended
October 31, 2005 for professional services rendered with
respect to the audits of the Funds annual financial
statements or services that are typically provided by 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 $27,704, $31,908,
$64,270 and $22,365, respectively, for the fiscal year ended
October 31, 2006 and $27,192, $27,192, $27,192 and $16,000,
respectively, for the fiscal year ended October 31, 2005
for assurance and related services that are reasonably related
to the performance of the audit of the Funds financial
statements and not reported above.
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There were no fees billed in each 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 $3,876, $4,579, $9,296 and
$1,649, respectively, for the fiscal year ended October 31,
2006 and $4,850, $4,850, $4,850 and $1,500, respectively, for
the fiscal year ended October 31, 2005 for professional
services for tax compliance, tax advice, tax planning and tax
return preparation services.
There were no fees billed in each 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 $0, $0, $0 and $0,
respectively, for the fiscal year ended October 31, 2006
and $35,542, $42,158, $101,848 and $500, respectively, for the
fiscal year ended October 31, 2005 for products and
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.
Audit Committee Pre-Approval Policies And
Procedures. Each Funds 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 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 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
20
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.
All services provided to each Fund described in under the
paragraphs entitled Audit-Related Fees, Tax Fees and All Other
Fees were pre-approved by the relevant Funds 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.
Aggregate Non-Audit Fees. D&T billed
CHI, CHY, CSQ and CGO aggregate fees in the amounts of $3,876,
$4,579, $9,296 and $1,649, respectively, for the fiscal year
ended October 31, 2006 and $40,392, $47,008, $106,698 and
$2,000, respectively, for the fiscal year ended October 31,
2005 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
$0 and $31,256 for the fiscal years ended October 31, 2006
and October 31, 2005, respectively, for services rendered.
The Funds audit committees approved all such non-audit
services.
Each Funds audit committee has considered whether
D&Ts 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&Ts independence in performing
audit services.
21
ADMINISTRATORS
Each Fund has entered into an administration agreement with
State Street Bank and Trust Company, whose principal business
address is One Lincoln Street, Boston, Massachusetts
02111.
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. With the
exception of Joe F. Hanauer, all of the current trustees of the
Funds attended the 2006 annual meeting.
SHAREHOLDER
PROPOSALS
A shareholder proposal for consideration at the 2008 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.
Such proposal must be received by the Secretary of the Fund not
later than January 28, 2008. 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 the Fund not later than
April 14, 2008. Any proposal shall be included in a written
notice that includes the shareholders 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
May 25, 2007
22
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PROXY
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CALAMOS GLOBAL TOTAL RETURN FUND
PROXY FOR COMMON SHARES
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VOTE TODAY |
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE ANNUAL MEETING OF SHAREHOLDERS JUNE 22, 2007
The undersigned holder of common shares of CALAMOS GLOBAL TOTAL RETURN FUND 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 GLOBAL TOTAL RETURN FUND to be held on June 22, 2007, and at any adjournments thereof, 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
6 DETACH PROXY CARD HERE 6
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PLEASE VOTE, SIGN, DATE AND
RETURN THIS PROXY CARD
PROMPTLY USING THE
ENCLOSED ENVELOPE.
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x
Votes must be indicated
(x) in Black or Blue ink.
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AT THE
DISCRETION OF THE PROXYHOLDERS.
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CHECK HERE IF YOU PLAN TO ATTEND THE
MEETING
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o |
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To change your address, please mark this box.
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o |
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To include any comments, please mark this box.
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o |
Please sign exactly as your name appears. If acting
as attorney, executor, trustee or in representative
capacity, sign name and indicate title.
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Date
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Share Owner sign here
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Co-Owner sign here |
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PROXY
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CALAMOS GLOBAL TOTAL RETURN FUND
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VOTE TODAY |
PROXY FOR PREFERRED SHARES
SOLICITED BY THE BOARD OF TRUSTEES FOR
THE ANNUAL MEETING OF SHAREHOLDERS JUNE 22, 2007
The undersigned holder of preferred shares of CALAMOS GLOBAL TOTAL RETURN FUND appoints John
P. Calamos, Sr. and James S. Hamman, Jr., or either of them, each with power of substitution, to
vote all preferred shares that the undersigned is entitled to vote at the annual meeting of
shareholders of CALAMOS GLOBAL TOTAL RETURN FUND to be held on June 22, 2007 and at any
adjournments or postponements 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)
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CHANGE OF ADDRESS
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CALAMOS |
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P.O. BOX 11028 |
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NEW YORK, N.Y. 10203-0028 |
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\/ DETACH PROXY CARD HERE \/
PLEASE VOTE, SIGN, DATE AND
RETURN THIS PROXY CARD
PROMPTLY USING THE
ENCLOSED ENVELOPE.
Votes must be indicated [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 THE NOMINEE.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE NOMINEE BELOW.
To elect Stephen B. Timbers to the board of trustees of the Fund
to represent the holders of preferred shares.
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FOR
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WITHHOLD VOTE |
[ ]
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[ ] |
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CHECK HERE IF YOU PLAN TO ATTEND THE
MEETING
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[ ] |
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To change your address, please mark this box.
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[ ] |
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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
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Share Owner sign here
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Co-Owner sign here |