UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED
IN PROXY STATEMENT
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.
[X] Definitive Proxy Statement. [ ] CONFIDENTIAL, FOR USE OF THE
[ ] Definitive Additional Materials. COMMISSION ONLY (AS PERMITTED
[ ] Soliciting Material under Rule 14a-12 BY RULE 14a-6(e)(2))
CALAMOS CONVERTIBLE AND HIGH INCOME 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):
[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
1111 EAST WARRENVILLE ROAD
NAPERVILLE, ILLINOIS 60563-1493
1-800-582-6959
May 25, 2004
Dear Shareholder:
You are cordially invited to attend the joint annual meeting of
shareholders of CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND and CALAMOS
CONVERTIBLE AND HIGH INCOME FUND, which will be held on Friday, June 25, 2004 at
8:00 a.m., Central time, in the Conference Room on the first floor of the
offices of Calamos Asset Management, Inc., each Fund's investment adviser, 1111
East Warrenville Road, Naperville, Illinois.
The matter scheduled for consideration at the meeting is the election of
two trustees of each Fund named in the attached joint proxy statement to serve
for a three-year term or until his successor shall have been duly elected and
qualified, 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, 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,
/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
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 two
trustees. The holders of the preferred shares of each Fund, voting as a separate
class, will vote to elect one trustee as a representative of the holders of the
preferred shares of such Fund. Holders of the common shares and holders of the
preferred shares of each Fund will vote together, as a single class, to elect
one trustee not designated to represent a particular class. 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.
You also 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
1111 EAST WARRENVILLE ROAD
NAPERVILLE, ILLINOIS 60563-1493
1-800-582-6959
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
JUNE 25, 2004
A joint annual meeting of shareholders of CALAMOS CONVERTIBLE
OPPORTUNITIES AND INCOME FUND and CALAMOS CONVERTIBLE AND HIGH INCOME FUND will
be held in the Conference Room on the first floor of the offices of Calamos
Asset Management, Inc., each Fund's investment adviser, 1111 East Warrenville
Road, Naperville, Illinois, at 8:00 a.m., Central time, on Friday, June 25,
2004. At the meeting, shareholders will be asked to vote to elect two trustees
of each Fund, to serve for a three-year term or until his successor shall have
been duly elected and qualified. Holders of the preferred shares of each Fund,
voting as a separate class, will vote to elect one trustee designated to
represent the holders of the preferred shares of such Fund. Holders of the
common shares and holders of the preferred shares of each Fund will vote
together, as a single class, to elect one trustee not designated to represent a
particular class. Shareholders may also transact any other business that
properly comes before the meeting.
Shareholders of record as of the close of business on May 5, 2004 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, 2004
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
1111 EAST WARRENVILLE ROAD
NAPERVILLE, ILLINOIS 60563-1493
1-800-582-6959
JOINT PROXY STATEMENT
JOINT ANNUAL MEETING OF SHAREHOLDERS
JUNE 25, 2004
This joint proxy statement is being sent to you by the board of trustees
of each of CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND ("CHI") and CALAMOS
CONVERTIBLE AND HIGH INCOME FUND ("CHY"). 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 June 25, 2004.
Shareholders of record at the close of business on May 5, 2004 (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 May 25, 2004. The board of each Fund 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, 2003. IF YOU WOULD LIKE ANOTHER COPY OF THE ANNUAL
REPORT (OR THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF
ANY), 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 ASSET MANAGEMENT, INC., each Fund's investment adviser, is
referred to as "CAM." CAM is a wholly-owned subsidiary of CALAMOS HOLDINGS, INC.
("CH"), which is controlled by John P. Calamos, who has been engaged in the
investment advisory business since 1977. As of April 30, 2004, CAM managed
approximately $28.8 billion in assets of individuals and institutions. The Funds
and CAM may be contacted at the same address, above.
ELECTION OF TRUSTEES
Two trustees are to be elected to the board of each Fund. The nominees are
Nick P. Calamos and Stephen B. Timbers, who are currently trustees.
The persons named on the accompanying proxy card(s) intend to vote at the
meeting (unless otherwise directed) FOR the election of the two nominees named
below as trustees of the Funds. Currently there are seven 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 terms of Nick P.
Calamos and Stephen B. Timbers will expire at the annual meeting of shareholders
in 2004. The terms of John P. Calamos, Weston W. Marsh and William R. Rybak
expire on the date of the 2005 annual meeting and the terms of Joe F. Hanauer
and John E. Neal expire on the date of the 2006 annual meeting.
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). Stephen B. Timbers
has been nominated for election as a trustee designated to represent the holders
of the preferred shares of each Fund. The vote of a plurality of the preferred
shares of each Fund is required to elect the representative of the preferred
shares. Nick P. Calamos has been nominated for election as a trustee 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 representative of all shareholders.
The nominees for election at the 2004 annual meeting currently serve as
trustees and were unanimously nominated by each board of trustees and, in the
case of Mr. Timbers, also by the governance committee of each board, which is
comprised solely of "non-interested" trustees. A non-interested trustee
recommended Mr. Timbers as a candidate for the governance committee's
consideration.
If elected, each trustee will hold office until the 2007 annual meeting or
until his successor is duly elected and qualified. 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
2
directorships, and the date on which he first became a trustee of the Funds.
NOMINEE FOR ELECTION AT THE MEETING WHO IS AN INTERESTED PERSON OF EITHER 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 OTHER
MARCH 1, 2004 APPOINTED TO OFFICE TRUSTEE DIRECTORSHIPS HELD
Nick P. Calamos, 42* Trustee and Vice 12 Senior Executive Vice
President (of CHI President, CH, CAM and
since 2002 and CHY Calamos Financial Services,
since 2003) Inc. ('CFS')
NOMINEE FOR ELECTION AT THE MEETING WHO IS NOT AN INTERESTED PERSON OF EITHER
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 OTHER
MARCH 1, 2004 APPOINTED TO OFFICE TRUSTEE DIRECTORSHIPS HELD
Stephen B. Timbers, 59 Trustee 12 Retired Private Investor;
(since 2004) 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 Company (bank and
trust company); Trustee,
Northern Mutual Fund
Complex (registered
investment companies)
REMAINING TRUSTEES WHO ARE INTERESTED PERSONS OF EITHER 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 OTHER
MARCH 1, 2004 APPOINTED TO OFFICE TRUSTEE DIRECTORSHIPS HELD
John P. Calamos, Sr., 63* Trustee and President 12 President and CEO, CH, CAM
(of CHI since 2002 and CFS
and CHY since 2003)
3
REMAINING TRUSTEES WHO ARE NOT INTERESTED PERSONS OF EITHER 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 OTHER
MARCH 1, 2004 APPOINTED TO OFFICE TRUSTEE DIRECTORSHIPS HELD
Joe F. Hanauer, 66 Trustee (of CHI since 12 Director, MAF Bancorp
2002 and CHY since (banking); Chairman and
2003) Director, Homestore.com,
Inc., (Internet provider of
real estate information and
products); Director,
Combined Investments, L.P.
(investment management)
Weston W. Marsh, 53 Trustee (of CHI since 12 Partner, Freeborn & Peters
2002 and CHY since (law firm)
2003)
John E. Neal, 53 Trustee (of CHI since 12 Managing Director, Bank One
2002 and CHY since Capital Markets, Inc.
2003) (investment banking) (since
2000); Executive Vice
President and Head of Real
Estate Department, Bank
One, prior thereto;
Director, The Brickman
Group, Ltd.
William R. Rybak, 53 Trustee (of CHI since 12 Retired Private Investor;
2002 and CHY since formerly Executive Vice
2003) President and Chief
Financial Officer, Van
Kampen Investments, Inc.
(investment manager);
Director, Howe Barnes
Investments; Director,
PrivateBancorp., 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 affiliates of CAM and CFS. Nick Calamos is a
nephew of John Calamos.
The address of each of the trustees is 1111 East Warrenville Road,
Naperville, Illinois 60563-1493.
4
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
NAME AND AGE AT FUND AND DATE FIRST ELECTED PRINCIPAL OCCUPATION(S)
MARCH 1, 2004 OR APPOINTED TO OFFICE DURING PAST 5 YEARS
Nimish S. Bhatt, 40 Treasurer (since 2004) Senior Vice President and
Director of Operations, CAM
since 2004; Senior Vice
President, Alternative
Investments and Tax Services
of BISYS, prior thereto
Patrick H. Dudasik, 48 Vice President (of CHI Executive Vice President, Chief
since 2002 and CHY since Financial Officer and
2003) Administrative Officer, and
Treasurer of CH, CAM and CFS,
since 2001; Chief Financial
Officer, David Gomez and
Associates, Inc., 1998-2001;
and Chief Financial Officer,
Scudder Kemper Investments,
Inc. prior thereto
James S. Hamman, Jr., 34 Secretary (of CHI since Executive Vice President and
2002 and CHY since 2003) General Counsel, CH, CAM and
CFS
Jeff Lotito, 32 Assistant Treasurer (of CHI Operations Supervisor, CAM,
since 2002 and CHY since since 2000; Manager -- Fund
2003) Administration, Van Kampen
Investments, Inc. (investment
management), prior thereto
Ian J. McPheron, 32 Assistant Secretary Associate Counsel and Director
(since 2003) of Compliance, CAM and CFS,
since 2002; Associate,
Gardner, Carton & Douglas (law
firm), 2002; Vice President,
Associate General Counsel and
Assistant Secretary, Van
Kampen Investments, Inc.
2000-2002; Associate, Wildman,
Harrold, Allen & Dixon (law
firm), prior thereto
The address of each officer is 1111 East Warrenville Road, Naperville,
Illinois 60563-1493.
5
COMMITTEES OF THE BOARD OF TRUSTEES. Each Fund's board of trustees
currently has three standing committees:
- Executive Committee. Messrs. John Calamos and Nick Calamos 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, Neal, Rybak and Timbers serve on each
audit committee. The audit committee operates under a written charter
adopted and approved by the board, which is attached hereto as Appendix
A and will be attached every third year going forward. The audit
committee selects independent auditors, approves services to be rendered
by the auditors, monitors the auditors' performance, reviews the results
of the Fund's audit, determines whether to recommend to the board that
the Fund's audited financial statements be included in the Fund's annual
report and responds to other matters deemed appropriate by the board.
Each committee member is "independent" as defined by the New York Stock
Exchange.
- Governance Committee. Messrs. Hanauer, Neal, Rybak and Timbers serve on
each governance committee. The governance committee operates under a
written charter adopted and approved by the board, which is attached
hereto as Appendix B and will be attached every third year going
forward. The governance committee oversees the independence and
effective functioning of the board of trustees and endeavors to be
informed about good practices for mutual fund boards. The governance
committee also functions as a nominating committee by making
recommendations to the board of trustees regarding candidates for
election as non-interested trustees. In making such recommendations, the
governance committee considers a number of factors, including a
candidate's background, integrity, knowledge and relevant experience.
These factors are set forth in an appendix to the written charter. Any
prospective candidate is interviewed by the trustees, and references are
checked. The governance committee does not have a policy to consider
shareholder recommendations regarding candidates for election as
trustees. The committee determined that it is appropriate not to have a
policy to consider shareholder recommendations because the current
process of
6
identifying and recommending potential candidates is sufficient to
ensure a knowledgable and independent board. Each committee member is
"independent" as defined by the New York Stock Exchange.
In addition to the above committees, the board of trustees of each Fund
has appointed and oversees a pricing committee comprised of officers of the Fund
and employees of CAM.
The following table shows the number of meetings held for each Fund during
the fiscal year ended October 31, 2003:
CHI CHY
Board of Trustees 6 4
Executive Committee 12 3
Audit Committee 4 3
Governance Committee 1 1
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.
TRUSTEE COMPENSATION. The Funds do not compensate any of the trustees who
are affiliated persons of CAM. The following table sets forth certain
information with respect to the compensation paid by the Funds and the Fund
Complex during the periods indicated to each of the current trustees.
CHI CHY FUND COMPLEX*
NAME 10/31/02 -- 10/31/03+ 3/12/03 -- 10/31/03+ 10/31/02 -- 10/31/03+
John P. Calamos $ 0 $ 0 $ 0
Nick P. Calamos 0 0 0
Richard J. Dowen** 4,471 3,055 44,000
Weston W. Marsh 4,271 2,855 44,000
Joe F. Hanauer 4,471 3,055 44,000
John E. Neal 4,471 3,055 44,000
William R. Rybak 4,471 3,055 44,000
Stephen B. Timbers*** 0 0 0
+ Includes fees deferred during the year pursuant to the deferred compensation
plan described below. As of October 31, 2003, the value of Messrs. Dowen's
and Neal's deferred compensation accounts were $39,479 and $80,580,
respectively.
* For the periods shown, the Fund Complex includes Calamos Investment Trust,
Calamos Advisors Trust and the Funds.
** Resigned effective January 1, 2004.
*** Appointed trustee in March 2004.
7
The Funds have adopted a deferred compensation plan (the "Plan"). Under
the Plan, a trustee who is not an "interested person" of CAM and 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 trustee's deferral account as of
the business day such compensation would have been paid to the trustee. The
value of a trustee's deferred compensation account at any time is equal to what
would be the value if the amounts credited to the account had instead been
invested in shares of one or more of the funds of Calamos Investment Trust as
designated by the trustee. Thus, the value of the account increases with
contributions to the account or with increases in the value of the measuring
shares, and the value of the account decreases with withdrawals from the account
or with declines in the value of the measuring shares. If a participating
trustee retires, the trustee may elect to receive payments under the plan in a
lump sum or in equal annual installments over a period of five years. If a
participating trustee dies, any amount payable under the Plan will be paid to
the trustee's beneficiaries.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The Funds have entered
into a Financial Accounting Services Agreement with CAM, effective as of March
30, 2004. CAM is indirectly owned by Messrs. John Calamos and Nick Calamos, who
serve as trustees of the Funds. According to the terms of the Financial
Accounting Services Agreement, CAM will provide certain accounting services to
the Funds in consideration for fees based on the daily average net assets of the
Funds.
REQUIRED VOTE. The trustee of a Fund to represent the holders of 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. The trustee of a Fund to
represent all shareholders 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.
8
BOARD RECOMMENDATION
THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS OF EACH FUND VOTE "FOR" THE NOMINEES.
OTHER MATTERS
The board of trustees of each Fund 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 44,481,278 15,360
CHY 60,653,127 17,200
At December 31, 2003, 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 THE
TRUSTEE CHI CHY FUND COMPLEX
John P. Calamos $10,001-50,000 Over $100,000 Over $100,000
Nick P. Calamos $10,001-50,000 None Over $100,000
Richard J. Dowen* None None Over $100,000
Weston W. Marsh None None None
Joe F. Hanauer None None Over $100,000
John E. Neal Over $100,000 None Over $100,000
William R. Rybak $1-$10,000 $1-$10,000 $50,001-100,000
* Resigned effective January 1, 2004.
At March 31, 2004, each trustee, and the trustees and officers as a group,
beneficially owned (as determined pursuant to Rule 13d-3 under
9
the Securities Exchange Act of 1934) shares of the Funds (or percentage of
outstanding shares) as follows:
NUMBER OF COMMON NUMBER OF COMMON
TRUSTEE SHARES OF CHI % SHARES OF CHY %
John P. Calamos 6,000 * 5,000 *
Nick P. Calamos 2,000 * 0
Weston W. Marsh 0 0
Joe F. Hanauer 0 0
John E. Neal 17,000 * 0
William R. Rybak 497 * 597 *
Stephen B. Timbers 0 0
Trustees and Officers 25,497 * 5,597 *
as a group (12
persons)
* Indicates less than 1%.
At March 31, 2004, no trustee or officer held preferred shares of either
Fund.
At December 31, 2003, to the knowledge of each Fund, no person held (sole
or shared) power to vote or dispose of more than 5% of the outstanding shares of
the Fund.
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 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, CAM, the Funds'
transfer agent, or by brokers or their representatives or by a solicitation firm
that may be
10
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. We will begin sending your household individual copies 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 1111 East
Warrenville Road, Naperville, Illinois 60563-1493; (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 the 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 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 INTEREST 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'
11
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; however, the Funds determined that Ian J. McPheron and Nimish
S. Bhatt did not file their initial Form 3s for CHI and CHY on a timely basis.
Additionally, William R. Rybak did not file a Form 4 for the acquisition of
shares of CHI and CHY in December 2003 on a timely basis. To the knowledge of
management of the Funds, no person owns beneficially more than 10% of a class of
either Fund's equity securities.
AUDIT COMMITTEE REPORT
The audit committee of the board of trustees of each Fund reviews the
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.
Each audit committee, in discharging its duties, has met with and held
discussions with management and the Fund's independent and internal auditors.
The committee has reviewed and discussed the audited financial statements with
management. Management has represented to the independent auditors that the
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.
12
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, the committee recommended that the
board include the audited financial statements in the Fund's annual report.
INDEPENDENT AUDITORS
Effective April 14, 2003, each Fund's audit committee selected Deloitte &
Touche LLP ("D&T") as independent auditors to audit the books and records of the
Fund for its fiscal year ending October 31, 2003. Also effective April 14, 2003,
the audit committee of CHI requested that Ernst & Young LLP ("E&Y") resign as
the auditors of CHI. The cessation of that relationship was based on the desire
of the CHI Audit Committee to retain the same independent auditors as had been
retained by CHY and to diversify the expertise provided to the funds within the
Calamos fund complex, since other funds in the complex had engaged E&Y. E&Y's
report on the financial statements of CHI for the past two years did not contain
an adverse opinion or disclaimer of opinion, and was not qualified or modified
as to uncertainty, audit scope or accounting principles. During the period E&Y
was engaged, there were no disagreements with E&Y on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to E&Y's satisfaction, would have caused it to
make reference to that matter in connection with its report. A representative of
D&T will be present at the meeting to make a statement, if such representative
so desires, and to respond to shareholders' questions.
AUDIT AND RELATED FEES
AUDIT FEES. For professional services rendered with respect to the audits
of the Funds' annual financial statements for their most recent fiscal years,
CHI and CHY paid to D&T fees in the approximate amount of $14,250 and $14,250,
respectively. CHI paid no fees to E&Y with respect to the audits of the Funds'
annual financial statements for their most recent fiscal years.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. The Funds,
CAM and affiliates of CAM performing services for the Funds paid no fees to
either D&T or E&Y during the Funds' most recent fiscal year for information
systems design and implementation.
13
ALL OTHER FEES. CHI and CHY paid fees to D&T during their most recent
fiscal years for services other than those described above in the amount of
approximately $35,750 and $46,750, respectively. CAM and its affiliates
performing services for CHI and CHY paid no fees to D&T during the Funds' most
recent fiscal years for services other than those described above. CHI paid no
fees to E&Y during its most recent fiscal year for services other than those
described above.
The audit committee of each Fund has considered whether D&T's provision of
services (other than audit services to the Fund) to the Fund, CAM and affiliates
of CAM that provide services to the Fund is compatible with maintaining D&T's
independence in performing audit services.
ADMINISTRATORS
CHI has entered into an administration agreement with Princeton
Administrators, L.P., whose principal business address is 800 Scudders Mill
Road, Plainsboro, New Jersey 08536. CHY has entered into an administration
agreement with U.S. Bancorp Fund Services LLC, whose principal business address
is P.O. Box 701, Milwaukee, Wisconsin 53201.
SHAREHOLDER COMMUNICATIONS
Shareholders are able to send communications to the governance committees.
Communications should be addressed to the Secretary of the Funds at their
principal offices at 1111 East Warrenville Road, Naperville, Illinois
60563-1493. 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. Messrs. John and Nick Calamos attended the 2003
annual meeting.
SHAREHOLDER PROPOSALS
A shareholder proposal for consideration at the 2005 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 1111 East Warrenville Road,
Naperville, Illinois 60563-1493, not later than January 7, 2005. 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 March 18, 2005. Any proposal, shall be
included
14
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
May 25, 2004
15
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
AUDIT COMMITTEE CHARTER
(adopted by the Boards of Trustees on March 12, 2004)
I. ORGANIZATION
This charter has been adopted by the Board of Trustees (the "Board") of
each of the Trusts named above (each referred to as the "Trust"). The members of
the Audit Committee of each Board shall be appointed by such Board, which shall
also designate a chair of the Audit Committee.
The Audit 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 its investment adviser (the "Adviser"), distributor or custodian,
that, in the opinion of the Board, would interfere with the member's exercise of
independent judgment as an Audit Committee member, (c) in compliance with the
independence requirements of the Sarbanes-Oxley Act of 2002 and the Securities
and Exchange Commission (the "SEC") rules adopted thereunder, and (d) for
closed-end Trusts only, meet the independence requirements set forth in New York
Stock Exchange listing standards.
If an Audit 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 Audit
Committee.
The Board, in its business judgment, shall determine that each member of
the Audit Committee is financially literate (or, in the case of a member who was
not financially literate at the time of appointment to the Audit 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
A-1
expertise, as the Board interprets such qualification in its business judgment.
Audit 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.
Meetings of the Audit Committee shall be held at least two times annually
and at such other times and at such places as may be determined by the Audit
Committee. The chairman of the Audit Committee may call meetings of the Audit
Committee at any time. A majority of the members of the Audit Committee shall
constitute a quorum for purposes of transacting business at any meeting of the
Audit Committee.
II. PURPOSES
The purposes of the Audit Committee are to:
A. Oversee the Trust's accounting and financial reporting policies and
practices, its internal controls 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
Adviser and its affiliates;
D. Prepare an Audit 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.
The function of the Audit 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 hereunder, it is recognized that members of the Audit Committee
are not full-time employees of the Trust or the Adviser and are not, and do not
represent themselves to
A-2
be, performing the functions of auditors or accountants. As such, it is not the
duty or responsibility of the Audit 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 Audit 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 Audit 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.
III. RESPONSIBILITIES
The Audit Committee will:
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), including 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
A-3
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. Approve a written engagement letter from the independent auditors
regarding any audit engagement, which shall provide, among other
things, that:
a. The Audit 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 Audit
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 audit or non-audit services to the
Trust (other than the "prohibited non-audit services" set forth in
Appendix A-I), including the fees and other compensation to be paid to
the independent auditors. The chairman of the Audit Committee, or any
committee member in his absence, may grant such pre-approval. Any such
delegated pre-approval shall be reported to the Audit Committee by the
chairman at the next meeting of the Audit Committee.(1)
---------------
(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 Audit
Committee by management and the Audit Committee approves them (which may
be by delegation as provided for above) prior to the completion of the
audit.
A-4
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 Audit Committee, or any committee member in his absence, may
grant such pre-approval. Any such delegated pre-approval shall be
reported to the Audit Committee by the chairman at the next meeting of
the Audit Committee. (2)
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.
---------------
(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
c. such services are promptly brought to the attention of the Audit
Committee by management and the Audit Committee approves them prior to
the completion of the audit.
A-5
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 (i) the Trust's
critical accounting policies and practices to be used in the
audit, (ii) 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 (iii) 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.
7. Any significant changes to the scope of the audit or the audit
plan as previously approved by the Audit Committee.
8. Any other matters related to the conduct of the audit that are to
be communicated to the Audit 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
A-6
required by Section 30(e) of the Investment Company Act and Rule 30d-1
thereunder.
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 course of the audit, and such other matters as the Audit 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.
A-7
5. Discuss (including with any relevant service providers) the
semi-annual financial statements at the next Audit Committee
meeting following their issuance.
6. Discuss other matters that fall within the purview of the Audit
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 Audit 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.
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.
P. HIRING POLICIES. Establish policies for hiring employees or former
employees of the independent auditors by the Trust or the Adviser, or
any entity in a control relationship with the Trust or the Adviser.
Q. EVALUATION OF AUDIT COMMITTEE. Conduct an annual performance evaluation
of the Audit Committee.
A-8
R. ANNUAL WRITTEN STATEMENT. The Audit 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 Audit Committee).
S. CHARTER. Review the Audit Committee charter annually and recommend any
proposed changes to the Board.
T. MINUTES AND REPORTS TO BOARD. Maintain minutes or other records of its
meetings and activities and report to the Board as to the results of
its meetings and activities and whether it has fulfilled the
fulfillment of its responsibilities in compliance with this charter.
U. OUTSIDE ADVISORS. Obtain advice and assistance from outside legal,
accounting or other advisors as the Audit Committee deems necessary to
carry out its duties; receive appropriate funding, as determined by the
Audit Committee, from the Trust for payment of compensation to the
outside legal, accounting or other advisors employed by the Audit
Committee.
Although the Audit Committee has the responsibilities set forth in this charter,
except as expressly set forth in this charter, it is not the duty of the Audit
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.
A-9
APPENDIX A-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 Public Company Accounting Oversight Board
determines are impermissible.
A-I-1
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
GOVERNANCE COMMITTEE CHARTER
(adopted by the Boards of Trustees on March 12, 2004)
I. ORGANIZATION
This charter has been adopted by the Board of Trustees (the "Board") of
each of the Trusts named above (each referred to as a "Trust"). The members of
the Governance Committee of each Board shall be appointed by such Board, which
shall also designate a chair of the Governance Committee. The Governance
Committee shall be comprised of three or more Trustees, each of whom is not an
"interested person" of the Trust, as defined in the Investment Company Act of
1940.
II. OBJECTIVES
The Governance Committee shall oversee the independence and effective
functioning of the Board and shall endeavor to be informed about good practices
for mutual fund boards.
III. RESPONSIBILITIES
In fulfilling those objectives:
- BOARD COMPOSITION. The Governance Committee shall identify individuals
qualified to become Board members, consistent with the criteria approved
by the Board and set forth in Appendix B-I, and, for the closed-end
Trusts only, recommend that the Board select Trustee nominees for the
next annual shareholder meeting.(1) The Governance Committee has the
sole authority to retain and terminate a third party to identify Trustee
candidates,
---------------
(1) 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.
B-1
including the authority to approve the fees and retention terms of the third
party;
- BOARD COMMITTEES. The Governance Committee shall make recommendations to
the Board at least annually regarding committees of the Board and
committee assignments. The Governance 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;
- TRUSTEE EDUCATION. The Governance Committee shall oversee the process
for orientation of new non-interested Trustees and ongoing education of
non-interested Trustees;
- EVALUATION. The Governance Committee shall oversee the process for
evaluating the functioning of the Board and shall conduct an annual
performance evaluation of the Governance Committee;
- TRUSTEE COMPENSATION. The Governance Committee shall make
recommendations to the Board regarding the compensation of Trustees who
are not affiliated with any investment adviser, administrator or
distributor of the Trusts;
- LEGAL COUNSEL. The Governance Committee shall 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 independent Trustees;
- REVIEW OF CHARTER. The Governance Committee shall review this charter at
least annually and recommend to the full Board any changes; and
- RECOMMENDATION OF CANDIDATES. The Governance Committee will consider
recommendations regarding candidates for election as Trustees of any
Trust submitted by any Trustee, or the investment adviser. The
Governance Committee shall not give preferential consideration to any
recommended candidate based on the source of the recommendation.
B-2
APPENDIX B-I
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. Is sufficiently informed and knowledgeable to contribute
effectively to the Board's monitoring responsibilities. Makes
individual expertise available to the Board.
3. MEANINGFUL PARTICIPATION: Is 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. Is
willing to challenge fellow Trustees. Asks insightful questions and
raises thought provoking perspectives. Is willing to hold management
accountable for performance and results. Is 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. Is a team player; works well with other Trustees
even if not necessarily sharing their views. Listens with an open mind.
5. VISION AND LEADERSHIP: Is 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
Governance Committee determines would impair the candidate's ability to
serve on the Board.
B-I-1
--------------------------------------------------------------------------------
PROXY VOTE TODAY
CALAMOS CONVERTIBLE AND HIGH INCOME FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE ANNUAL MEETING OF SHAREHOLDERS - JUNE 25, 2004
The undersigned holder of common shares appoints John P. Calamos 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 CONVERTIBLE AND HIGH INCOME FUND to be held on June 25,
2004 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
----------------------------------- CALAMOS
P.O. BOX 11068
----------------------------------- NEW YORK, N.Y. 10203-0068
-----------------------------------
--------------------------------------------------------------------------------
\/ DETACH PROXY CARD HERE \/
------------------------------------------------------------------------------------------------------------------------------------
PLEASE VOTE, SIGN, DATE [X]
AND RETURN THIS PROXY
CARD 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" THE NOMINEE.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEE BELOW.
1. Election of trustees:
FOR WITHHOLD
NOMINEE
[ ] [ ]
Nominee: Nick P. Calamos
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. [ ]
--------------------------
SCAN LINE
--------------------------
Please sign exactly as your name appears. If acting as attorney,
executor, trustee, or in representative capacity, sign name and
indicate title.
-------------------------------------------- -----------------------------------------
Date Share Owner sign here Co-Owner sign here
------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROXY VOTE TODAY
CALAMOS CONVERTIBLE AND HIGH INCOME FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE ANNUAL MEETING OF SHAREHOLDERS - JUNE 25, 2004
The undersigned holder of preferred shares appoints John P. Calamos 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 CONVERTIBLE AND HIGH INCOME FUND to be held on June 25,
2004 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
----------------------------------- CALAMOS
P.O. BOX 11068
----------------------------------- NEW YORK, N.Y. 10203-0068
-----------------------------------
--------------------------------------------------------------------------------
\/ DETACH PROXY CARD HERE \/
------------------------------------------------------------------------------------------------------------------------------------
PLEASE VOTE, SIGN, DATE [X]
AND RETURN THIS PROXY
CARD 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" THE NOMINEES.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR ALL" NOMINEES BELOW.
1. Election of trustees:
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
Nominees: (01) Nick P. Calamos and (02) Stephen B. Timbers
CHECK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
-----------------------------------------------------------
To change your address, please mark this box. [ ]
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR EITHER NOMINEE,
MARK THE "FOR ALL EXCEPT" BOX AND WRITE THAT NOMINEE'S NAME IN To include any comments, please mark this box. [ ]
THE SPACE PROVIDED ABOVE.)
--------------------------
SCAN LINE
--------------------------
Please sign exactly as your name appears. If acting as attorney,
executor, trustee, or in representative capacity, sign name and
indicate title.
-------------------------------------------- -----------------------------------------
Date Share Owner sign here Co-Owner sign here
------------------------------------------------------------------------------------------------------------------------------------