UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANIES INVESTMENT COMPANY ACT FILE NUMBER: 811-21484 EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: Calamos Strategic Total Return Fund ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 2020 Calamos Court, Naperville Illinois 60563 NAME AND ADDRESS OF AGENT FOR SERVICE: James S. Hamman, Jr., Secretary, Calamos Advisors, LLC, 2020 Calamos Court, Naperville, Illinois 60563 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 245-7200 DATE OF FISCAL YEAR END: October 31, 2005 DATE OF REPORTING PERIOD: July 31, 2005 CALAMOS STRATEGIC TOTAL RETURN FUND ITEM 1. SCHEDULE OF INVESTMENTS JULY 31, 2005 (UNAUDITED) STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2005 (UNAUDITED) PRINCIPAL AMOUNT VALUE -------------------------------------------------------------------------------- CORPORATE BONDS (39.2%) CONSUMER DISCRETIONARY (10.1%) $ 4,338,000 Asbury Automotive Group, Inc.^ 8.000%, 03/15/14 $ 4,338,000 6,941,000 Aztar Corp.^ 7.875%, 06/15/14 7,426,870 9,852,000 Beazer Homes USA, Inc. 8.375%, 04/15/12 10,627,845 4,338,000 Boyd Gaming Corp. 7.750%, 12/15/12 4,663,350 7,375,000 GBP EMI Group, PLC 9.750%, 05/20/08 14,250,344 17,352,000 Goodyear Tire & Rubber Company^ 7.857%, 08/15/11 17,612,280 7,808,000 Hovnanian Enterprises, Inc.^ 7.750%, 05/15/13 8,315,520 6,073,000 IMAX Corp.^ 9.625%, 12/01/10 6,505,701 8,242,000 Intrawest Corp. 7.500%, 10/15/13 8,530,470 6,602,000 Jarden Corp. 9.750%, 05/01/12 7,105,402 4,338,000 Kellwood Company 7.625%, 10/15/17 4,446,450 6,507,000 Landry's Restaurants, Inc. 7.500%, 12/15/14 6,466,331 Mandalay Resort Group^ 18,693,000 10.250%, 08/01/07 20,515,568 5,639,000 7.625%, 07/15/13 6,005,535 11,279,000 Meritage Corp.^ 7.000%, 05/01/14 11,448,185 5,206,000 NCL Holding, ASA* 10.625%, 07/15/14 5,570,420 4,338,000 Oxford Industries, Inc. 8.875%, 06/01/11 4,674,195 Pinnacle Entertainment, Inc. 7,808,000 8.250%, 03/15/12 8,256,960 4,464,000 8.750%, 10/01/13^ 4,832,280 8,689,000 Reader's Digest Association, Inc. 6.500%, 03/01/11 8,949,670 5,639,000 CAD Rogers Cable, Inc. 7.250%, 12/15/11 4,837,180 8,676,000 CAD Rogers Wireless, Inc. 7.625%, 12/15/11 7,637,262 11,279,000 Royal Caribbean Cruises, Ltd. 7.500%, 10/15/27 12,406,900 4,338,000 Speedway Motorsports, Inc. 6.750%, 06/01/13 4,500,675 13,014,000 Standard Pacific Corp. 9.250%, 04/15/12 14,640,750 4,338,000 Vail Resorts, Inc.^ 6.750%, 02/15/14 4,457,295 Warner Music Group 16,051,000 7.375%, 04/15/14^ 16,652,913 2,169,000 GBP 8.125%, 04/15/14 3,888,367 --------------- 239,562,718 --------------- PRINCIPAL AMOUNT VALUE -------------------------------------------------------------------------------- CONSUMER STAPLES (3.5%) $ 7,375,000 Central Garden & Pet Company 9.125%, 02/01/13 $ 8,001,875 12,797,000 Chiquita Brands International, Inc.^ 7.500%, 11/01/14 12,477,075 9,977,000 Del Monte Foods Company 8.625%, 12/15/12 11,024,585 14,749,000 Jean Coutu Group, Inc.^ 8.500%, 08/01/14 14,693,691 Rayovac Corp.^ 20,823,000 7.375%, 02/01/15 20,666,828 5,206,000 8.500%, 10/01/13 5,518,360 5,466,000 Revlon, Inc.^ 9.500%, 04/01/11 5,315,685 4,079,000 WH Intermediate Holdings, Ltd. 9.500%, 04/01/11 4,384,925 --------------- 82,083,024 --------------- ENERGY (5.0%) Chesapeake Energy Corp.^ 6,073,000 6.875%, 01/15/16 6,331,102 3,470,000 7.500%, 06/15/14 3,773,625 3,470,000 Comstock Resources, Inc. 6.875%, 03/01/12 3,539,400 12,841,000 Giant Industries, Inc.^ 8.000%, 05/15/14 13,547,255 4,338,000 Houston Exploration Company 7.000%, 06/15/13 4,554,900 4,338,000 KCS Energy, Inc. 7.125%, 04/01/12 4,468,140 868,000 Lone Star Technologies, Inc. 9.000%, 06/01/11 930,930 Overseas Shipholding Group, Inc. 2,429,000 7.500%, 02/15/24 2,356,130 2,169,000 8.750%, 12/01/13 2,461,815 Petroleo Brasileiro, SA 14,316,000 9.125%, 07/02/13 16,320,240 13,448,000 8.375%, 12/10/18 14,355,740 Premcor Refining Group, Inc. 6,941,000 7.750%, 02/01/12^ 7,548,338 1,735,000 7.500%, 06/15/15 1,882,475 9,826,000 Swift Energy Company^ 9.375%, 05/01/12 10,759,470 6,550,000 Whiting Petroleum Corp. 7.250%, 05/01/12 6,697,375 17,352,000 Williams Companies, Inc. 7.750%, 06/15/31 19,781,280 --------------- 119,308,215 --------------- FINANCIALS (2.5%) 34,704,000 Dow Jones TRAC-X North America High Yield Series 4 June 2010 Trust 3*^ 8.000%, 06/29/10 35,311,320 13,014,000 Leucadia National Corp.^ 7.000%, 08/15/13 13,241,745 See accompanying notes to Schedule of Investments -------------------------------------------------------------------------------- 1 STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2005 (UNAUDITED) PRINCIPAL AMOUNT VALUE -------------------------------------------------------------------------------- $ 9,110,000 Senior Housing Properties Trust 8.625%, 01/15/12 $ 10,271,525 --------------- 58,824,590 --------------- HEALTH CARE (4.0%) 1,909,000 Alpharma, Inc. ^ 8.625%, 05/01/11 1,909,000 4,338,000 Ameripath, Inc.^ 10.500%, 04/01/13 4,413,915 3,167,000 Bausch & Lomb, Inc. 7.125%, 08/01/28 3,333,267 12,147,000 Beverly Enterprises, Inc. 7.875%, 06/15/14 13,300,965 5,206,000 Leiner Health Products Group, Inc. 11.000%, 06/01/12 4,997,760 9,544,000 MedCath Corp.^ 9.875%, 07/15/12 10,665,420 6,073,000 Psychiatric Solutions, Inc.* 7.750%, 07/15/15 6,224,825 4,338,000 Quintiles Transnational Corp. 10.000%, 10/01/13 4,858,560 16,485,000 Service Corp. International^ 6.750%, 04/01/16 17,000,156 15,357,000 Tenet Healthcare Corp.* 9.250%, 02/01/15 15,894,495 11,713,000 Vanguard Health Systems, Inc. 9.000%, 10/01/14 12,796,453 --------------- 95,394,816 --------------- INDUSTRIALS (3.8%) 4,772,000 Accuride Corp. 8.500%, 02/01/15 4,974,810 5,770,000 American Airlines, Inc.^ 7.250%, 02/05/09 5,495,925 2,603,000 Armor Holdings, Inc.^ 8.250%, 08/15/13 2,830,762 14,316,000 CNH Global, NV^ 9.250%, 08/01/11 15,568,650 11,713,000 Cummins, Inc.^ 9.500%, 12/01/10 12,972,148 4,338,000 Gardner Denver, Inc.*^ 8.000%, 05/01/13 4,598,280 8,242,000 General Cable Corp. 9.500%, 11/15/10 8,612,890 4,338,000 Greenbrier Companies, Inc.* 8.375%, 05/15/15 4,544,055 8,676,000 Jacuzzi Brands, Inc. 9.625%, 07/01/10 9,586,980 3,258,000 Manitowoc Company, Inc. 10.500%, 08/01/12 3,697,830 4,338,000 Monitronics International, Inc. 11.750%, 09/01/10 4,544,055 5,206,000 Navistar International Corp.^ 7.500%, 06/15/11 5,401,225 2,603,000 Orbital Sciences Corp. 9.000%, 07/15/11 2,837,270 4,338,000 Sequa Corp. 8.875%, 04/01/08 4,717,575 --------------- 90,382,455 --------------- PRINCIPAL AMOUNT VALUE -------------------------------------------------------------------------------- INFORMATION TECHNOLOGY (3.5%) $20,823,000 Advanced Micro Devices, Inc.^ 7.750%, 11/01/12 $ 21,187,402 7,375,000 Celestica, Inc.^ 7.875%, 07/01/11 7,633,125 4,338,000 Freescale Semiconductor, Inc.^ 7.125%, 07/15/14 4,641,660 Iron Mountain, Inc. 9,544,000 6.625%, 01/01/16 9,138,380 2,169,000 GBP 7.250%, 04/15/14* 3,611,988 Lucent Technologies, Inc. 11,019,000 6.500%, 01/15/28 9,944,648 5,661,000 6.450%, 03/15/29^ 5,123,205 4,338,000 Stratus Technologies, Inc.^ 10.375%, 12/01/08 4,403,070 4,338,000 SunGard Data Systems Inc.*=\= 9.125%, 08/15/13 4,500,675 13,014,000 Telcordia Technologies* 10.000%, 03/15/13 12,688,650 --------------- 82,872,803 --------------- MATERIALS (4.2%) 10,845,000 Aleris International, Inc. 10.375%, 10/15/10 12,010,837 10,411,000 Arch Western Finance, LLC 6.750%, 07/01/13 10,749,357 2,603,000 Century Aluminum Company^ 7.500%, 08/15/14 2,681,090 13,647,000 Freeport-McMoRan Copper & Gold, Inc.^ 10.125%, 02/01/10 15,216,405 8,242,000 Georgia-Pacific Corp. 7.375%, 12/01/25 8,983,780 8,676,000 IPSCO, Inc. 8.750%, 06/01/13 9,738,810 7,158,000 Novelis, Inc.* 7.250%, 02/15/15 7,354,845 Steel Dynamics, Inc. 7,080,000 9.500%, 03/15/09^ 7,593,300 295,000 9.500%, 03/15/09 316,388 6,941,000 U.S. Concrete, Inc.^ 8.375%, 04/01/14 6,698,065 Union Carbide Corp. 9,500,000 7.875%, 04/01/23^ 10,561,958 7,505,000 7.500%, 06/01/25 8,131,135 --------------- 100,035,970 --------------- TELECOMMUNICATION SERVICES (2.0%) Alamosa Holdings, Inc.^ 11,279,000 8.500%, 01/31/12 12,265,912 4,338,000 11.000%, 07/31/10 4,967,010 19,087,000 AT&T Corp. 9.750%, 11/15/31 24,813,100 3,904,000 IPCS Escrow Company 11.500%, 05/01/12 4,450,560 --------------- 46,496,582 --------------- See accompanying notes to Schedule of Investments -------------------------------------------------------------------------------- 2 STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2005 (UNAUDITED) PRINCIPAL AMOUNT VALUE -------------------------------------------------------------------------------- UTILITIES (0.6%) $ 5,206,000 Calpine Corp.^ 8.500%, 02/15/11 $ 3,644,200 10,411,000 Edison International^ 7.730%, 06/15/09 11,035,660 --------------- 14,679,860 --------------- TOTAL CORPORATE BONDS (Cost $903,594,898) 929,641,033 --------------- CONVERTIBLE BONDS (9.4%) CONSUMER DISCRETIONARY (1.9%) 7,000,000 General Motors Corp.+ 6.250%, 07/15/33 6,297,200 4,462,000 Lions Gate Entertainment Corp.^ 3.625%, 03/15/25 4,551,240 32,000,000 Walt Disney Company^ 2.125%, 04/15/23 33,120,000 --------------- 43,968,440 --------------- ENERGY (1.3%) 10,500,000 Cal Dive International, Inc.*^ 3.250%, 12/15/25 12,468,750 15,000,000 Repsol Ypf, SA 4.500%, 01/26/11 19,034,517 --------------- 31,503,267 --------------- FINANCIALS (1.2%) 8,700,000 Host Marriott Corp.*^ 3.250%, 04/15/24 10,179,000 750,000 Travelers Property Casualty Corp. 4.500%, 04/15/32 18,007,500 --------------- 28,186,500 --------------- INDUSTRIALS (1.4%) 9,000,000 GATX Corp. 7.500%, 02/01/07 11,070,000 16,000,000 Lockheed Martin Corp.^++ 3.018%, 08/15/33 17,003,040 4,500,000 Quanta Services, Inc. 4.500%, 10/01/23 5,073,750 --------------- 33,146,790 --------------- INFORMATION TECHNOLOGY (1.5%) 16,500,000 Advanced Micro Devices, Inc.^++ 4.750%, 02/01/22 17,448,750 14,500,000 DST Systems, Inc.^ 4.125%, 08/15/23 17,363,750 --------------- 34,812,500 --------------- MATERIALS (0.6%) 10,700,000 Freeport-McMoRan Copper & Gold, Inc. 7.000%, 02/11/11 15,354,500 --------------- UTILITIES (1.5%) 14,000,000 Centerpoint Energy, Inc. 3.750%, 05/15/23 17,500,000 PRINCIPAL AMOUNT VALUE -------------------------------------------------------------------------------- $ 8,750,000 GBP Scottish and Southern Energy, PLC 3.750%, 10/29/09 $ 17,301,079 --------------- 34,801,079 --------------- TOTAL CONVERTIBLE BONDS (Cost $219,234,801) 221,773,076 --------------- SYNTHETIC CONVERTIBLE SECURITIES (7.0%) CORPORATE BONDS (6.0%) CONSUMER DISCRETIONARY (1.5%) 662,000 Asbury Automotive Group, Inc.^ 8.000%, 03/15/14 662,000 1,059,000 Aztar Corp.^ 7.875%, 06/15/14 1,133,130 1,503,000 Beazer Homes USA, Inc. 8.375%, 04/15/12 1,621,361 662,000 Boyd Gaming Corp. 7.750%, 12/15/12 711,650 1,125,000 GBP EMI Group, PLC 9.750%, 05/20/08 2,173,781 2,648,000 Goodyear Tire & Rubber Company^ 7.857%, 08/15/11 2,687,720 1,192,000 Hovnanian Enterprises, Inc.^ 7.750%, 05/15/13 1,269,480 927,000 IMAX Corp.^ 9.625%, 12/01/10 993,049 1,258,000 Intrawest Corp. 7.500%, 10/15/13 1,302,030 1,007,000 Jarden Corp. 9.750%, 05/01/12 1,083,784 662,000 Kellwood Company 7.625%, 10/15/17 678,550 993,000 Landry's Restaurants, Inc. 7.500%, 12/15/14 986,794 Mandalay Resort Group^ 2,852,000 10.250%, 08/01/07 3,130,070 861,000 7.625%, 07/15/13 916,965 1,721,000 Meritage Corp.^ 7.000%, 05/01/14 1,746,815 794,000 NCL Holding, ASA* 10.625%, 07/15/14 849,580 662,000 Oxford Industries, Inc. 8.875%, 06/01/11 713,305 Pinnacle Entertainment, Inc. 1,192,000 8.250%, 03/15/12 1,260,540 681,000 8.750%, 10/01/13^ 737,182 1,326,000 Reader's Digest Association, Inc. 6.500%, 03/01/11 1,365,780 861,000 CAD Rogers Cable, Inc. 7.250%, 12/15/11 738,573 1,324,000 CAD Rogers Wireless, Inc. 7.625%, 12/15/11 1,165,483 1,721,000 Royal Caribbean Cruises, Ltd. 7.500%, 10/15/27 1,893,100 662,000 Speedway Motorsports, Inc. 6.750%, 06/01/13 686,825 See accompanying notes to Schedule of Investments -------------------------------------------------------------------------------- 3 STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2005 (UNAUDITED) PRINCIPAL AMOUNT VALUE -------------------------------------------------------------------------------- $ 1,986,000 Standard Pacific Corp. 9.250%, 04/15/12 $ 2,234,250 662,000 Vail Resorts, Inc.^ 6.750%, 02/15/14 680,205 Warner Music Group 2,449,000 7.375%, 04/15/14^ 2,540,838 331,000 GBP 8.125%, 04/15/14 593,384 --------------- 36,556,224 --------------- CONSUMER STAPLES (0.5%) 1,125,000 Central Garden & Pet Company 9.125%, 02/01/13 1,220,625 1,953,000 Chiquita Brands International, Inc.^ 7.500%, 11/01/14 1,904,175 1,523,000 Del Monte Foods Company 8.625%, 12/15/12 1,682,915 2,251,000 Jean Coutu Group, Inc.^ 8.500%, 08/01/14 2,242,559 Rayovac Corp.^ 3,177,000 7.375%, 02/01/15 3,153,172 794,000 8.500%, 10/01/13 841,640 834,000 Revlon, Inc.^ 9.500%, 04/01/11 811,065 623,000 WH Intermediate Holdings, Ltd. 9.500%, 04/01/11 669,725 --------------- 12,525,876 --------------- ENERGY (0.8%) Chesapeake Energy Corp.^ 927,000 6.875%, 01/15/16 966,397 530,000 7.500%, 06/15/14 576,375 530,000 Comstock Resources, Inc. 6.875%, 03/01/12 540,600 1,959,000 Giant Industries, Inc.^ 8.000%, 05/15/14 2,066,745 662,000 Houston Exploration Company 7.000%, 06/15/13 695,100 662,000 KCS Energy, Inc. 7.125%, 04/01/12 681,860 132,000 Lone Star Technologies, Inc. 9.000%, 06/01/11 141,570 Overseas Shipholding Group, Inc. 371,000 7.500%, 02/15/24 359,870 331,000 8.750%, 12/01/13 375,685 Petroleo Brasileiro, SA 2,184,000 9.125%, 07/02/13 2,489,760 2,052,000 8.375%, 12/10/18 2,190,510 Premcor Refining Group, Inc. 1,059,000 7.750%, 02/01/12^ 1,151,663 265,000 7.500%, 06/15/15 287,525 1,499,000 Swift Energy Company^ 9.375%, 05/01/12 1,641,405 1,000,000 Whiting Petroleum Corp. 7.250%, 05/01/12 1,022,500 2,648,000 Williams Companies, Inc. 7.750%, 06/15/31 3,018,720 --------------- 18,206,285 --------------- PRINCIPAL AMOUNT VALUE -------------------------------------------------------------------------------- FINANCIALS (0.4%) $ 5,296,000 Dow Jones TRAC-X North America High Yield Series 4 June 2010 Trust 3*^ 8.000%, 06/29/10 $ 5,388,680 1,986,000 Leucadia National Corp.^ 7.000%, 08/15/13 2,020,755 1,390,000 Senior Housing Properties Trust 8.625%, 01/15/12 1,567,225 --------------- 8,976,660 --------------- HEALTH CARE (0.6%) 291,000 Alpharma, Inc. ^ 8.625%, 05/01/11 291,000 662,000 Ameripath, Inc.^ 10.500%, 04/01/13 673,585 483,000 Bausch & Lomb, Inc. 7.125%, 08/01/28 508,357 1,853,000 Beverly Enterprises, Inc. 7.875%, 06/15/14 2,029,035 794,000 Leiner Health Products Group, Inc. 11.000%, 06/01/12 762,240 1,456,000 MedCath Corp.^ 9.875%, 07/15/12 1,627,080 927,000 Psychiatric Solutions, Inc.* 7.750%, 07/15/15 950,175 662,000 Quintiles Transnational Corp. 10.000%, 10/01/13 741,440 2,515,000 Service Corp. International^ 6.750%, 04/01/16 2,593,594 2,343,000 Tenet Healthcare Corp.* 9.250%, 02/01/15 2,425,005 1,787,000 Vanguard Health Systems, Inc. 9.000%, 10/01/14 1,952,298 --------------- 14,553,809 --------------- INDUSTRIALS (0.6%) 728,000 Accuride Corp. 8.500%, 02/01/15 758,940 880,000 American Airlines, Inc.^ 7.250%, 02/05/09 838,200 397,000 Armor Holdings, Inc.^ 8.250%, 08/15/13 431,737 2,184,000 CNH Global, NV^ 9.250%, 08/01/11 2,375,100 1,787,000 Cummins, Inc.^ 9.500%, 12/01/10 1,979,103 662,000 Gardner Denver, Inc.*^ 8.000%, 05/01/13 701,720 1,258,000 General Cable Corp. 9.500%, 11/15/10 1,314,610 662,000 Greenbrier Companies, Inc.* 8.375%, 05/15/15 693,445 1,324,000 Jacuzzi Brands, Inc. 9.625%, 07/01/10 1,463,020 497,000 Manitowoc Company, Inc. 10.500%, 08/01/12 564,095 662,000 Monitronics International, Inc. 11.750%, 09/01/10 693,445 See accompanying notes to Schedule of Investments -------------------------------------------------------------------------------- 4 STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2005 (UNAUDITED) PRINCIPAL AMOUNT VALUE -------------------------------------------------------------------------------- $ 794,000 Navistar International Corp.^ 7.500%, 06/15/11 $ 823,775 397,000 Orbital Sciences Corp. 9.000%, 07/15/11 432,730 662,000 Sequa Corp. 8.875%, 04/01/08 719,925 --------------- 13,789,845 --------------- INFORMATION TECHNOLOGY (0.5%) 3,177,000 Advanced Micro Devices, Inc.^ 7.750%, 11/01/12 3,232,597 1,125,000 Celestica, Inc.^ 7.875%, 07/01/11 1,164,375 662,000 Freescale Semiconductor, Inc.^ 7.125%, 07/15/14 708,340 Iron Mountain, Inc. 1,456,000 6.625%, 01/01/16 1,394,120 331,000 GBP 7.250%, 04/15/14* 551,207 Lucent Technologies, Inc. 1,681,000 6.500%, 01/15/28 1,517,103 864,000 6.450%, 03/15/29^ 781,920 662,000 Stratus Technologies, Inc.^ 10.375%, 12/01/08 671,930 662,000 SunGard Data Systems Inc.*=\= 9.125%, 08/15/13 686,825 1,986,000 Telcordia Technologies* 10.000%, 03/15/13 1,936,350 --------------- 12,644,767 --------------- MATERIALS (0.7%) 1,655,000 Aleris International, Inc. 10.375%, 10/15/10 1,832,912 1,589,000 Arch Western Finance, LLC 6.750%, 07/01/13 1,640,643 397,000 Century Aluminum Company^ 7.500%, 08/15/14 408,910 2,083,000 Freeport-McMoRan Copper & Gold, Inc.^ 10.125%, 02/01/10 2,322,545 1,258,000 Georgia-Pacific Corp. 7.375%, 12/01/25 1,371,220 1,324,000 IPSCO, Inc. 8.750%, 06/01/13 1,486,190 1,092,000 Novelis, Inc.* 7.250%, 02/15/15 1,122,030 Steel Dynamics, Inc. 1,080,000 9.500%, 03/15/09^ 1,158,300 45,000 9.500%, 03/15/09 48,263 1,059,000 U.S. Concrete, Inc.^ 8.375%, 04/01/14 1,021,935 Union Carbide Corp. 1,450,000 7.875%, 04/01/23^ 1,612,088 1,145,000 7.500%, 06/01/25 1,240,526 --------------- 15,265,562 --------------- TELECOMMUNICATION SERVICES (0.3%) Alamosa Holdings, Inc.^ 1,721,000 8.500%, 01/31/12 1,871,587 662,000 11.000%, 07/31/10 757,990 PRINCIPAL AMOUNT VALUE -------------------------------------------------------------------------------- $ 2,913,000 AT&T Corp. 9.750%, 11/15/31 $ 3,786,900 596,000 IPCS Escrow Company 11.500%, 05/01/12 679,440 --------------- 7,095,917 --------------- UTILITIES (0.1%) 794,000 Calpine Corp.^ 8.500%, 02/15/11 555,800 1,589,000 Edison International^ 7.730%, 06/15/09 1,684,340 --------------- 2,240,140 --------------- TOTAL CORPORATE BONDS 141,855,085 --------------- NUMBER OF CONTRACTS VALUE -------------------------------------------------------------------------------- OPTIONS (1.0%) CONSUMER DISCRETIONARY (0.5%) 1,600 eBay, Inc.# Call, 01/20/07, Strike 42.50 1,168,000 7,450 Home Depot, Inc.# Call, 01/20/07, Strike 40.00 5,662,000 6,000 YUM! Brands, Inc.# Call, 01/20/07, Strike 50.00 4,710,000 --------------- 11,540,000 --------------- CONSUMER STAPLES (0.1%) 3,000 Altria Group, Inc.# Call, 01/20/07, Strike 65.00 2,220,000 --------------- ENERGY (0.2%) 750 Amerada Hess Corp.# Call, 01/20/07, Strike 100.00 2,193,750 3,800 Chevrontexaco Corp.# Call, 01/20/07, Strike 60.00 2,090,000 --------------- 4,283,750 --------------- FINANCIALS (0.0%) 1,500 Allstate Corp.# Call, 01/20/07, Strike 55.00 1,470,000 --------------- INFORMATION TECHNOLOGY (0.2%) 4,800 Apple Computer, Inc.# Call, 01/20/07, Strike 37.50 5,520,000 --------------- TOTAL OPTIONS 25,033,750 --------------- TOTAL SYNTHETIC CONVERTIBLE SECURITIES (Cost $159,256,380) 166,888,835 --------------- NUMBER OF SHARES VALUE -------------------------------------------------------------------------------- CONVERTIBLE PREFERRED STOCKS (23.0%) CONSUMER DISCRETIONARY (4.1%) 2,325,000 Ford Motor Company Capital Trust II 6.500% 96,975,750 --------------- See accompanying notes to Schedule of Investments -------------------------------------------------------------------------------- 5 STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2005 (UNAUDITED) NUMBER OF SHARES VALUE -------------------------------------------------------------------------------- CONSUMER STAPLES (1.1%) 1,105,000 Albertson's, Inc. 7.250% $ 25,138,750 --------------- ENERGY (1.6%) 110,000 Amerada Hess Corp. 7.000% 11,193,600 210,700 Chesapeake Energy Corp.* 5.000% 26,495,525 --------------- 37,689,125 --------------- FINANCIALS (10.4%) 1,325,000 Chubb Corp. 7.000% 42,890,250 27,600,000 Fortis, NV (Assurant)* 7.750% 30,739,500 650,000 Genworth Financial, Inc. 6.000% 22,789,000 515,000 Hartford Financial Services Group, Inc. 7.000% 37,692,850 725,000 Lazard, Ltd. 6.625% 17,813,250 1,250,000 Lehman Brothers Holdings, Inc. 6.250% 32,312,500 460,000 Merrill Lynch & Company, Inc. 6.750% 16,980,440 675,000 Metlife, Inc. 6.375% 18,677,250 470,000 National Australia Bank, Ltd. 7.875% 18,494,500 35,000 State Street Corp. 6.750% 7,770,000 --------------- 246,159,540 --------------- HEALTH CARE (3.0%) 635,000 Baxter International, Inc. 7.000% 35,763,200 639,000 Schering-Plough Corp. 6.000% 34,953,300 --------------- 70,716,500 --------------- INDUSTRIALS (0.7%) 6,500,000 GBP BAE Systems, PLC 7.750% 17,526,435 --------------- INFORMATION TECHNOLOGY (1.2%) 255,000 Xerox Corp. 6.250% 29,427,000 --------------- UTILITIES (0.9%) Southern Union Company 200,000 5.000% 10,130,000 150,000 5.750% 11,145,000 --------------- 21,275,000 --------------- TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $542,962,396) 544,908,100 --------------- COMMON STOCKS (63.3%) CONSUMER DISCRETIONARY (3.1%) 577,000 General Motors Corp.^ 21,245,140 NUMBER OF SHARES VALUE -------------------------------------------------------------------------------- 731,000 May Department Stores Company $ 30,007,550 490,000 Maytag Corp.^ 8,266,300 300,000 Reader's Digest Association, Inc.^ 4,872,000 375,000 Tupperware Corporation^ 7,998,750 --------------- 72,389,740 --------------- CONSUMER STAPLES (3.0%) 320,000 Altria Group, Inc.^ 21,427,200 420,000 Reynolds American, Inc.^ 34,990,200 696,200 Sara Lee Corp. 13,875,266 --------------- 70,292,666 --------------- ENERGY (9.5%) 1,040,000 Chevrontexaco Corp. 60,330,400 732,000 ConocoPhillips 45,815,880 300,000 General Maritime Corp.^ 11,697,000 455,000 Kerr-Mcgee Corp.^ 36,495,550 325,000 Marathon Oil Corporation 18,967,000 360,000 EUR OMV, AG 16,764,366 395,000 PetroChina Company, Ltd.^ 35,245,850 --------------- 225,316,046 --------------- FINANCIALS (15.8%) 732,900 Allstate Corp. 44,897,454 980,000 Bank of America Corp. 42,728,000 1,372,000 Citigroup, Inc. 59,682,000 477,000 Federal National Mortgage Association 26,645,220 568,700 General Growth Properties, Inc.^ 26,148,826 176,000 Jefferson-Pilot Corp. 8,829,920 559,600 Mills Corp.^ 36,407,576 1,395,100 New York Community Bancorp, Inc.^ 25,614,036 2,428,000 Washington Mutual, Inc. 103,141,440 --------------- 374,094,472 --------------- HEALTH CARE (11.7%) 4,146,000 Bristol-Myers Squibb Company^ 103,567,080 1,300,000 Johnson & Johnson 83,148,000 1,755,000 Merck & Company, Inc.^ 54,510,300 1,407,000 Pfizer, Inc. 37,285,500 --------------- 278,510,880 --------------- INDUSTRIALS (6.3%) 630,000 Caterpillar, Inc.<> 33,963,300 819,000 General Electric Company 28,255,500 450,000 Masco Corp.^ 15,259,500 350,000 R.R. Donnelley & Sons Company^ 12,617,500 870,000 Raytheon Company 34,217,100 920,000 Waste Management, Inc. 25,870,400 --------------- 150,183,300 --------------- INFORMATION TECHNOLOGY (3.3%) 1,382,000 Intel Corp. 37,507,480 650,000 Microsoft Corp. 16,646,500 1,500,000 Nokia Corp. 23,925,000 --------------- 78,078,980 --------------- MATERIALS (1.2%) 215,000 Bemis Company, Inc. 5,805,000 400,000 Lubrizol Corp. 17,600,000 270,000 RPM International, Inc.^ 5,062,500 --------------- 28,467,500 --------------- See accompanying notes to Schedule of Investments -------------------------------------------------------------------------------- 6 STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2005 (UNAUDITED) NUMBER OF SHARES VALUE -------------------------------------------------------------------------------- TELECOMMUNICATION SERVICES (9.4%) 900,000 CAD BCE Inc. $ 21,800,580 1,850,000 Bellsouth Corp.^ 51,060,000 3,071,000 SBC Communications, Inc.^ 75,085,950 1,465,000 Sprint Corp.^ 39,408,500 1,039,000 Verizon Communications, Inc. 35,564,970 --------------- 222,920,000 --------------- TOTAL COMMON STOCKS (Cost $1,434,513,539) 1,500,253,584 --------------- PRINCIPAL AMOUNT VALUE -------------------------------------------------------------------------------- SHORT-TERM INVESTMENTS (2.3%) $ 9,057,000 Citigroup, Inc. 3.190%, 08/01/05 9,057,000 45,000,000 UBS Finance, Inc. 3.190%, 08/01/05 45,000,000 ---------------- TOTAL SHORT-TERM INVESTMENTS (Cost $54,057,000) 54,057,000 --------------- NUMBER OF SHARES VALUE -------------------------------------------------------------------------------- INVESTMENT OF CASH COLLATERAL FOR SECURITIES ON LOAN (21.8%) 516,733,485 Bank of New York Institutional Cash Reserve Fund current rate 3.400% (Cost $516,733,485) 516,733,485 --------------- TOTAL INVESTMENTS (166.0%) (Cost $3,830,352,499) 3,934,255,113 --------------- NUMBER OF CONTRACTS VALUE -------------------------------------------------------------------------------- WRITTEN OPTION (-0.1%) 2,342 Caterpillar, Inc.# Call, 08/20/05, Strike 47.50 (Premium Received $390,968) (1,522,300) --------------- PAYABLE UPON RETURN OF SECURITIES ON LOAN (-21.8%) (516,733,485) --------------- OTHER ASSETS, LESS LIABILITIES (1.5%) 34,448,653 --------------- PREFERRED SHARES AT REDEMPTION VALUE INCLUDING DIVIDENDS PAYABLE (-45.6%) (1,080,455,366) --------------- NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS (100.0%) $ 2,369,992,615 --------------- NOTES TO SCHEDULE OF INVESTMENTS NOTE: VALUES FOR SECURITIES DENOMINATED IN FOREIGN CURRENCIES ARE SHOWN IN U.S. DOLLARS. * 144A SECURITIES ARE THOSE THAT ARE EXEMPT FROM REGISTRATION UNDER RULE 144A OF THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES ARE GENERALLY ISSUED TO QUALIFIED INSTITUTIONAL BUYERS ("QIBS"), SUCH AS THE FUND. ANY RESALE OF THESE SECURITIES MUST GENERALLY BE EFFECTED THROUGH A SALE THAT IS EXEMPT FROM REGISTRATION (E.G. A SALE TO ANOTHER QIB), OR THE SECURITY MUST BE REGISTERED FOR PUBLIC SALE. AT JULY 31, 2005, THE MARKET VALUE OF 144A SECURITIES THAT COULD NOT BE EXCHANGED TO THE REGISTERED FORM WAS $195,487,345 OR 8.2% OF NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS OF THE FUND. ^ SECURITY, OR PORTION OF SECURITY, IS ON LOAN. # NON-INCOME PRODUCING SECURITY. + SECURITY IS PURCHASED AT A PRICE THAT TAKES INTO ACCOUNT THE VALUE, IF ANY, OF ACCRUED BUT UNPAID INTEREST. ++ VARIABLE RATE SECURITY. THE INTEREST RATE SHOWN IS THE RATE IN EFFECT AT JULY 31, 2005. <> SECURITY POSITION IS HELD IN A SEGREGATED ACCOUNT AS COLLATERAL FOR WRITTEN OPTIONS AGGREGATING A TOTAL MARKET VALUE OF $12,625,722. =\= WHEN-ISSUED SECURITY. TO BE DELIVERED/SETTLED AFTER JULY 31, 2005. FOREIGN CURRENCY ABBREVIATIONS CAD Canadian Dollar EUR European Monetary Unit GBP British Pound Sterling See accompanying notes to Schedule of Investments -------------------------------------------------------------------------------- 7 NOTES TO SCHEDULE OF INVESTMENTS (UNAUDITED) NOTE 1 PORTFOLIO VALUATION. In computing the net asset value of the Fund, portfolio securities that are traded on a securities exchange in the United States, except an option security, are valued at the last reported sale price as of the time of valuation, or lacking any current reported sale at the time of valuation, at the mean between the most recent bid and asked quotations. Each option security traded on a securities exchange in the United States is valued at the last current reported sale price as of the time of valuation if the last current reported sale price falls within the consolidated bid/ask quote for the option security. If the last current reported sale price as of the time of valuation does not fall within the consolidated bid/ask quote for such option security, such security is valued at the mid-point of the consolidated bid/ask quote for the option security. Each security traded in the over-the-counter market and quoted on the NASDAQ National Market System, is valued at the Nasdaq Official Closing Price ("NOCP"), as determined by Nasdaq, or lacking an NOCP, the last current reported sale price as of the time of valuation by Nasdaq, or lacking any current reported sale on Nasdaq at the time of valuation, at the mean between the most recent bid and asked quotations. Each over-the-counter option that is not traded through the Options Clearing Corporation is valued by the counterparty, or if the counterparty's price is not readily available then by using the Black-Scholes method. Each other security traded over-the-counter is valued at the mean between the most recent bid and asked quotations. Short-term securities with maturities of 60 days or less are valued at amortized cost, which approximates market value. When market quotations are not readily available or when the valuation methods mentioned above are not reflective of the fair value of the security, the security is priced at a fair value following procedures and/or guidelines approved by the Board of Trustees, which may include utilizing a systematic fair valuation model provided by an independent pricing system. The Fund may also use fair value pricing if the value of a security it holds is, pursuant to Board of Trustees' guidelines, materially affected by events occurring before the Fund's pricing time but after the close of the primary market or exchange on which the security is traded. These procedures may utilize valuations furnished by pricing services approved by the Board of Trustees, which may be based on market transactions for comparable securities and various relationships between securities that are generally recognized by institutional traders, a computerized matrix system, or appraisals derived from information concerning the securities or similar securities received from recognized dealers in those securities. When fair value pricing is employed, the value of the portfolio security used to calculate the Fund's net asset value may differ from quoted or official closing prices. Securities that are principally traded in a foreign market are valued at the last current sale price at the time of valuation or lacking any current or reported sale at the time of valuation, at the mean between the most recent bid and asked quotations as of the close of the appropriate exchange or other designated time. Trading in securities on European and Far Eastern securities exchanges and over-the-counter markets is normally completed at various times before the close of business on each day on which the New York Stock Exchange ("NYSE") is open. Trading of these securities may not take place on every NYSE business day. In addition, trading may take place in various foreign markets on Saturdays or on other days when the NYSE is not open and on which the Fund's net asset value is not calculated. As stated above, if the market prices are not readily available or are not reflective of the fair value of the security, the security will be priced at a fair value following procedures approved by the Board of Trustees. In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate. ------------------------------------------------------------------------------- INVESTMENT TRANSACTIONS. Short-term investment transactions are recorded on a trade date basis. Long-term investment transactions are recorded on a trade date plus one basis, except for fiscal quarter ends, which are recorded on trade date. FOREIGN CURRENCY TRANSLATION. Except for securities of foreign issuers valued by a pricing service, values of investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using a rate selected by the advisor from rates quoted by any major bank or dealer in the particular currency market, as reported by a recognized quotation dissemination service. OPTION TRANSACTIONS. For hedging and investment purposes, the Fund may purchase or write (sell) put and call options. One of the risks associated with purchasing an option among others, is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current value of the option written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from investments. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a written call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a written put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option. WHEN-ISSUED/DELAYED-DELIVERY TRANSACTIONS. The Funds may purchase or sell securities on a when-issued or delayed-delivery basis. The transactions involve a commitment to purchase or sell securities for a predetermined price or yield, with payment and delivery taking place beyond July 31, 2005. NOTE 2 INVESTMENTS. The following information is presented on an income tax basis as of July 31, 2005. Differences between amounts for financial statements and Federal income tax purposes are primarily due to timing differences. The cost basis of investments for federal income tax purposes at July 31, 2005 was as follows: Cost basis of investments $3,838,889,061 ============== Gross unrealized appreciation 240,185,242 Gross unrealized depreciation (144,819,190) ------------ Net unrealized appreciation (depreciation) $ 95,366,052 ============= NOTE 3 SYNTHETIC CONVERTIBLE SECURITIES. The Fund may establish a "synthetic" convertible instrument by combining separate securities that possess economic characteristics similar to a convertible ------------------------------------------------------------------------------- security, i.e., an income component and the right or obligation to convert to an equity security ("convertible component"). The income component is achieved by investing in non-convertible, fixed income securities such as bonds, preferred stocks, money market instruments, and other instruments that provide an income component. The convertible component is achieved by investing in warrants or options to buy common stock at a certain exercise price, or options on a stock index. In establishing a synthetic instrument, the Fund may pool a basket of fixed-income securities and a basket of warrants or options that produce the economic characteristics similar to a convertible security. Within each basket of fixed-income securities and warrants or options, different companies may issue the fixed-income and convertible components, which may be purchased separately and at different times. The Fund may purchase synthetic securities created by other parties, typically investment banks, including convertible structured notes. Convertible structured notes are fixed-income debentures linked to equity. Convertible structured notes have the attributes of a convertible security; however, the investment bank that issued the convertible note assumes the credit risk associated with the investment, rather than the issuer of the underlying common stock into which the note is convertible. Purchasing synthetic convertible securities may offer more flexibility than purchasing a convertible security. Different companies may issue the fixed-income and convertible components, which may be purchased separately and at different times. NOTE 4 PREFERRED SHARES. There are unlimited shares of Auction Rate Cumulative Preferred Shares ("Preferred Shares") authorized. The Preferred Shares have rights as determined by the Board of Trustees. The 43,200 shares of Preferred Shares outstanding consist of seven series, 7,040 shares of M, 7,040 shares of TU, 7,040 shares of W, 7,040 shares of TH, 7,040 shares of F, 4,000 shares of A, and 4,000 shares of B. The Preferred Shares have a liquidation value of $25,000 per share plus any accumulated but unpaid dividends whether or not declared. Dividends on the Preferred Shares are cumulative at a rate typically reset every seven or twenty-eight days based on the results of an auction. Dividend rates ranged from 1.81% to 3.61% for the nine months ended July 31, 2005. Under the Investment Company Act of 1940, the Fund may not declare dividends or make other distributions on shares of common stock or purchase any such shares if, at the time of the declaration, distribution or purchase, asset coverage with respect to the outstanding Preferred Shares would be less than 200%. The Preferred Shares are redeemable at the option of the Fund, in whole or in part, on any dividend payment date at $25,000 per share plus any accumulated but unpaid dividends. The Preferred Shares are also subject to mandatory redemption at $25,000 per share plus any accumulated but unpaid dividends, whether or not declared, if certain requirements relating to the composition of the assets and liabilities of the Fund as set forth in the Statement of Preferences are not satisfied. The holders of Preferred Shares have voting rights equal to the holders of common stock (one vote per share) and will vote together with holders of shares of common stock as a single class except on matters affecting only the holders of Preferred Shares or the holders of common shares. NOTE 5 INTEREST RATE TRANSACTIONS. The Fund may enter into interest rate swap or cap transactions to attempt to protect itself from increasing dividend or interest expense on its leverage resulting from increasing short-term interest rates. A decline in interest rates may result in a decline in the value of the swap or cap, which may result in a decline in the net asset value of the Fund. In addition, if the counterparty to ------------------------------------------------------------------------------- an interest rate swap or cap defaults, the Fund would not be able to use the anticipated receipts under the swap or cap to offset the dividend or interest payments on the Fund's leverage. At the time an interest rate swap or cap reaches its scheduled termination, there is a risk that the Fund would not be able to obtain a replacement transaction or that the terms of the replacement would not be as favorable as on the expiring transaction. In addition, if the Fund is required to terminate any swap or cap early due to the Fund failing to maintain a required 200% asset coverage of the liquidation value of the outstanding Preferred Shares or the Fund loses its credit rating on its Preferred Shares, then the Fund could be required to make a termination payment, in addition to redeeming all or some of the Preferred Shares. Details of the swap agreements outstanding as of July 31, 2005 were as follows: Unrealized Termination Notional Fixed Rate Floating Rate Appreciation Counterparty Date Amount (000) (Fund Pays) (Fund Receives) (Depreciation) -------------------------------------------------------------------------------------------------- Citibank NA June 4, 2006 $150,000 3.04% 1month LIBOR $ 1,281,744 Citibank NA February 4, 2007 150,000 3.68% 1month LIBOR 1,118,046 Citibank NA June 4, 2007 150,000 3.61% 1month LIBOR 1,745,195 Citibank NA February 4, 2008 150,000 3.88% 1month LIBOR 1,611,177 Citibank NA June 4, 2009 200,000 4.34% 1month LIBOR 385,904 Citibank NA February 4, 2010 200,000 4.14% 1month LIBOR 2,501,360 ----------- $ 8,643,426 NOTE 6 SECURITIES LENDING. During the period ended July 31, 2005, the Fund lent certain of its securities to broker-dealers and banks. Any such loan must be continuously secured by collateral in cash or cash equivalents maintained on a current basis in an amount at least equal to the market value of the securities loaned by the Fund. The Fund continues to receive the equivalent of the interest or dividends paid by the issuer on the securities loaned and also receives an additional return that may be in the form of a fixed fee or a percentage of the collateral. The Fund may pay reasonable fees to persons unaffiliated with the Fund for services in arranging these loans. The Fund has the right to call the loan and obtain the securities loaned at any time on notice of not more than five business days. The Fund does not have the right to vote the securities during the existence of the loan but could call the loan in an attempt to permit voting of the securities in certain circumstances. Upon return of the securities loaned, the cash or cash equivalent collateral will be returned to the borrower. In the event of bankruptcy or other default of the borrower, the Fund could experience both delays in liquidating the loan collateral or recovering the loaned securities and losses, including (a) possible decline in the value of the collateral or in the value of the securities loaned during the period while the Fund seeks to enforce its rights thereto, (b) possible subnormal levels of income and lack of access to income during this period, and (c) the expenses of enforcing its rights. In an effort to reduce these risks, Calamos Advisors LLC and the security lending agent will monitor the creditworthiness of the firms to which the Fund lends securities. At July 31, 2005, the Fund had securities valued at $504,241,312 that were on loan to broker-dealers and banks and $516,733,485 in cash or cash equivalent collateral. -------------------------------------------------------------------------------- ITEM 2. CONTROLS AND PROCEDURES. a) The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-Q was recorded, processed, summarized, and reported timely. b) There were no changes in the registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 3. EXHIBITS. (a) Certification of Principal Executive Officer. CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER I, John P. Calamos, Sr., certify that: 1. I have reviewed this report on Form N-Q of Calamos Strategic Total Return Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the schedules of investments included in this report, fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: September 28, 2005 /s/ John P. Calamos, Sr. ------------------------------- Principal Executive Officer (b) Certification of Principal Financial Officer. CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Patrick H. Dudasik, certify that: 1. I have reviewed this report on Form N-Q of Calamos Strategic Total Return Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the schedules of investments included in this report, fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: September 28, 2005 /s/ Patrick H. Dudasik ------------------------------- Principal Financial Officer SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Calamos Strategic Total Return Fund By: /s/ John P. Calamos, Sr. ----------------------------------------------------------------------------- Name: John P. Calamos, Sr. Title: Principal Executive Officer Date: September 28, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Calamos Strategic Total Return Fund By: /s/ John P. Calamos, Sr. ----------------------------------------------------------------------------- Name: John P. Calamos, Sr. Title: Principal Executive Officer Date: September 28, 2005 By: /s/ Patrick H. Dudasik ----------------------------------------------------------------------------- Name: Patrick H. Dudasik Title: Principal Financial Officer Date: September 28, 2005