CALAMOS STRATEGIC TOTAL RETURN FUND BY-LAWS (as amended through September 13, 2006)Calamos Strategic Total Return Fund • February 22nd, 2008
CALAMOS [CLOSED-END] FUND Common Shares of Beneficial Interest $ per Share UNDERWRITING AGREEMENT Dated: , 2008Underwriting Agreement • February 22nd, 2008 • Calamos Strategic Total Return Fund • New York
Calamos [Closed End] Fund, a Delaware statutory trust (the “Fund”), and Calamos Advisors LLC, a Delaware limited liability company (the “Adviser”), confirm their respective agreements with [Lead Underwriter] and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom [Lead Underwriter] is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Fund of a total of common shares of beneficial interest, no par value per share (the “Initial Securities”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Fund to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of additional c
CALAMOS STRATEGIC TOTAL RETURN FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • February 22nd, 2008 • Calamos Strategic Total Return Fund • Delaware
This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made on September 13, 2006 and hereby amends the Agreement and Declaration of Trust dated as December 31, 2003 (as such agreement is hereby amended and restated, the “Agreement and Declaration of Trust”), by the undersigned (together with all other persons from time to time duly elected, qualified and serving as Trustees in accordance with the provisions of Article II hereof, the “Trustees”) for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth;
STOCK TRANSFER AGENCY AGREEMENTStock Transfer Agency Agreement • February 22nd, 2008 • Calamos Strategic Total Return Fund • New York
AMENDED AND RESTATED AGREEMENT, made as of June 15, 2007, by and between EACH ENTITY SET FORTH IN SCHEDULE II HERETO, as such Schedule may be amended from time to time to add additional funds managed by Calamos Advisors LLC (each such existing fund, and any additional fund, hereinafter referred to as the “Customer”), each a business trust organized and existing under the laws of the State of Delaware, and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • February 22nd, 2008 • Calamos Strategic Total Return Fund • New York
AGREEMENT made as of June 15, 2007 between the Calamos closed-end funds listed on Schedule II hereto, as such Schedule may be amended from time to time to add additional funds managed by Calamos Advisors LLC (each such existing fund, and any additional fund, the “Fund”), each a business trust organized and existing under the laws of the State of Delaware having its principal office and place of business at c/o Calamos Advisors LLC, 2020 Calamos Court, Naperville, Illinois, 60563-2787, and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“BNY”).
CALAMOS [CLOSED-END] FUND Auction Rate Cumulative Preferred Shares ______ Shares, Series ___ Liquidation Preference $25,000 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2008 • Calamos Strategic Total Return Fund • New York
Calamos [Closed-End] Fund, a Delaware statutory trust (the “Fund”), and Calamos Advisors LLC, a Delaware limited liability company (the “Adviser”), confirm their respective agreements with [Underwriter] (“Underwriter”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom [Underwriter] is acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Fund of a total of ______ shares of Series ___ Auction Rate Cumulative Preferred Shares, no par value per share, with a liquidation preference of $25,000 per share (the “Preferred Shares”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Preferred Shares set forth in said Exhibit A hereto. The Preferred Shares will be authorized by, and subject to the terms and conditions of, the Stateme
