EXHIBIT p
CALAMOS STRATEGIC TOTAL RETURN FUND
SUBSCRIPTION AGREEMENT
This Agreement made March 12, 2004 by and between Calamos Strategic
Total Return Fund, a Delaware statutory trust (the "Fund"), and Calamos Asset
Management, Inc., an Illinois corporation (the "Subscriber");
WITNESSETH:
WHEREAS, the Fund has been formed for the purposes of carrying on
business as a closed-end diversified management investment company;
WHEREAS, the Subscriber has been selected by the Fund's Board of
Trustees to serve as investment adviser to the Fund; and
WHEREAS, the Subscriber wishes to subscribe for and purchase, and the
Fund wishes to sell to the Subscriber, 14,000 common shares for a purchase price
of $14.30 per share.
NOW THEREFORE, IT IS AGREED:
1. The Subscriber subscribes for and agrees to purchase from the
Fund 14,000 common shares for a purchase price of $14.30 per share. Subscriber
agrees to make payment for these shares at such time as demand for payment may
be made by an officer of the Fund.
2. The Fund agrees to issue and sell said shares to Subscriber
promptly upon its receipt of the purchase price.
3. To induce the Fund to accept its subscription and issue the
shares subscribed for, the Subscriber represents that it is informed as follows:
(a) That the shares being subscribed for have not been
and will not be registered under the Securities Act of 1933
("Securities Act");
(b) That the shares will be sold by the Fund in reliance
on an exemption from the registration requirements of the Securities
Act;
(c) That the Fund's reliance upon an exemption from the
registration requirements of the Securities Act is predicated in part
on the representation and agreements contained in this Subscription
Agreement;
(d) That when issued, the shares will be "restricted
securities" as defined in paragraph (a)(3) of Rule 144 of the General
Rules and Regulations under the Securities Act ("Rule 144") and cannot
be sold or transferred by Subscriber unless they are subsequently
registered under the Securities Act or unless an exemption from such
registration is available; and
1.
(e) That there do not appear to be any exemptions from
the registration provisions of the Securities Act available to the
Subscriber for resale for the shares. In the future, certain exemptions
may possibly become available, including an exemption for limited sales
including an exemption for limited sales in accordance with the
conditions of Rule 144.
The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put it on notice as to
restrictions on the transferability of the shares.
4. To further induce the Fund to accept its subscription and
issue the shares subscribed for, the Subscriber:
(a) Represents and warrants that the shares subscribed
for are being and will be acquired for investment for its own account
and not on behalf of any other person or persons and not with a view
to, or for sale in connection with, any public distribution thereof;
(b) Agrees that any certificates representing the shares
subscribed for may bear a legend substantially in the following form:
The shares represented by this certificate have been acquired
for investment and have not been registered under the Securities Act of
1933 or any other federal or state securities law. These shares may not
be offered for sale, sold or otherwise transferred unless registered
under said securities laws or unless some exemption from registration
is available.
(c) Consents, as the sole holder of the Trust's common
shares of beneficial interest and pursuant to Section 23(b)(2) of the
Investment Company Act of 1940, to the issuance by the Trust of common
shares of beneficial interest at a price per share as set forth in the
Purchase Agreement relating to the public offering of Shares; and
5. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto. This Subscription Agreement may be signed in one or more
counterparts, each of which shall be deemed to be an original.
2.
IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.
CALAMOS STRATEGIC TOTAL RETURN FUND
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Xxxxx X. Xxxxxx, Xx., Secretary
CALAMOS ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, Vice President
3.
