Edgar Filing: CALAMOS STRATEGIC TOTAL RETURN FUND

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. [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
[X] Definitive proxy statement. ONLY (AS PERMITTED BY RULE 14a-6(e)(2)).
[ ] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.

CALAMOS STRATEGIC TOTAL RETURN FUND
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[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:

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[ ] 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
CALAMOS(R) STRATEGIC TOTAL RETURN FUND
1111 EAST WARRENVILLE ROAD
NAPERVILLE, ILLINOIS 60563-1463
1-800-582-6959

March 9, 2005

Dear Shareholder:

You are cordially invited to attend the joint annual meeting of
shareholders of CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND, CALAMOS
CONVERTIBLE AND HIGH INCOME FUND and CALAMOS STRATEGIC TOTAL RETURN FUND, which
will be held on Wednesday, April 6, 2005 at 8:00 a.m., Central time, in the
Conference Room on the first floor of the offices of Calamos Advisors LLC, each
Fund's investment adviser, 1111 East Warrenville Road, Naperville, Illinois.

The matter scheduled for consideration at the meeting is the election of
three trustees of each Fund, with each 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
CALAMOS(R) STRATEGIC TOTAL RETURN FUND
ANSWERS TO SOME IMPORTANT QUESTIONS

Q. WHAT AM I BEING ASKED TO VOTE "FOR" ON THIS PROXY?

A. This proxy contains one proposal for each Fund: the election of three
trustees to the board of trustees of each Fund. 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 two trustees 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; or
You may vote in person if you are able to attend the meeting. However,
even if you plan to attend, we urge you to cast your vote by mail. That will
ensure that your vote is counted, should your plans change.

THIS INFORMATION SUMMARIZES INFORMATION THAT IS INCLUDED IN MORE
DETAIL IN THE PROXY STATEMENT. WE URGE YOU TO READ THE PROXY STATEMENT
CAREFULLY.

IF YOU HAVE QUESTIONS, CALL 1-800-582-6959.

CALAMOS(R) CONVERTIBLE OPPORTUNITIES AND

INCOME FUND

CALAMOS(R) CONVERTIBLE AND

HIGH INCOME FUND

CALAMOS(R) STRATEGIC TOTAL RETURN FUND
1111 EAST WARRENVILLE ROAD
NAPERVILLE, ILLINOIS 60563-1463
1-800-582-6959

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
APRIL 6, 2005

A joint annual meeting of shareholders of CALAMOS CONVERTIBLE
OPPORTUNITIES AND INCOME FUND, CALAMOS CONVERTIBLE AND HIGH INCOME FUND and
CALAMOS STRATEGIC TOTAL RETURN FUND has been called to be held in the Conference
Room on the first floor of the offices of Calamos Advisors LLC, each Fund's
investment adviser, 1111 East Warrenville Road, Naperville, Illinois, at 8:00
a.m., Central time, on Wednesday, April 6, 2005 for the following purpose:

1. To elect three trustees to the board of trustees of each Fund, each to
serve for a three-year term or until his successor shall have been duly
elected and qualified,

and to consider and act upon any other matters that may properly come before the
meeting and any adjourned session thereof.

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
two trustees not designated to represent a particular class.

Shareholders of record as of the close of business on March 4, 2005 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

March 9, 2005
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
CALAMOS(R) STRATEGIC TOTAL RETURN FUND
1111 EAST WARRENVILLE ROAD
NAPERVILLE, ILLINOIS 60563-1493
1-800-582-6959

JOINT PROXY STATEMENT

JOINT ANNUAL MEETING OF SHAREHOLDERS
APRIL 6, 2005

This joint proxy statement is being sent to you by the board of trustees
of each of CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND ("CHI"), CALAMOS
CONVERTIBLE AND HIGH INCOME FUND ("CHY") and CALAMOS STRATEGIC TOTAL RETURN FUND
("CSQ"). 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 April 6, 2005. Shareholders of record at the
close of business on March 4, 2005 (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 March 10,
2005. 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, 2004. 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 ADVISORS LLC, each Fund's investment adviser, is referred to as
"Calamos Advisors." Calamos Advisors is an indirect subsidiary of CALAMOS ASSET
MANAGEMENT, INC. ("CAM"), a publicly traded corporation that is controlled by
John P. Calamos and the Calamos family. As of January 31, 2005, Calamos Advisors
managed approximately $37.5 billion in assets of individuals and institutions.
The

Funds and Calamos Advisors may be contacted at the same address, above.

ELECTION OF TRUSTEES

Three trustees are to be elected to the board of each Fund. The nominees
are John P. Calamos, Sr., Weston W. Marsh and William R. Rybak, 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 those three nominees as
trustees of each Fund. 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 current terms of John P. Calamos, Sr.,
Weston W. Marsh and William R. Rybak will expire at the annual meeting of
shareholders in 2005. The terms of Joe F. Hanauer and John E. Neal will expire
on the date of the 2006 annual meeting and the terms of Nick P. Calamos and
Stephen B. Timbers will expire at the annual meeting of shareholders in 2007.

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). William R. Rybak
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. John P. Calamos, Sr. and Weston W. Marsh have been nominated for
election as trustees 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 representatives of all shareholders.

The nominees for election at the 2005 annual meeting currently serve as
trustees and were unanimously nominated by each board of trustees.

Each trustee elected at the meeting will hold office until the 2008 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 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 ANY 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
FEBRUARY 28, 2005 APPOINTED TO OFFICE TRUSTEE OTHER DIRECTORSHIPS HELD

John P. Calamos, Sr., 64* Trustee and President 13 President and CEO,
(of CHI since 2002 Calamos Asset
and of CHY and CSQ Management, Inc.
since 2003) ("CAM") and Calamos
Holdings LLC
("CHLLC"), Calamos
Advisors LLC and its
predecessor ("Calamos
Advisors"), and
Calamos Financial
Services LLC and its
predecessor ("CFS");
Director, CAM

NOMINEE FOR ELECTION AT THE MEETING WHO IS NOT AN INTERESTED PERSON OF ANY FUND:

Weston W. Marsh, 54 Trustee (of CHI since 13 Partner, Freeborn & Peters
2002 and of CHY and (law firm)
CSQ since 2003)
William R. Rybak, 54 Trustee (of CHI since 13 Private investor; formerly
2002 and of CHY and Executive Vice President
CSQ since 2003) and Chief Financial
Officer, Van Kampen
Investments, Inc.
(investment manager);
Director, Howe Barnes
Investments (investment
services firm);
Director,
PrivateBancorp, Inc.
(bank holding company)

REMAINING TRUSTEES WHO ARE INTERESTED PERSONS OF ANY FUND:

Nick P. Calamos, 43* Trustee and Vice 13 Senior Executive Vice
President (of CHI President, CAM, CHLLC,
since 2002 and of Calamos Advisors, and
CHY and CSQ since CFS; Director, CAM
2003)

REMAINING TRUSTEES WHO ARE NOT INTERESTED PERSONS OF ANY FUND:

Joe F. Hanauer, 67 Trustee (of CHI since 13 Private investor;
2002 and of CHY and Director, MAF Bancorp
CSQ since 2003) (banking); Chairman and
Director, Homestore.com,
Inc., (Internet provider
of real estate
information and
products); Director,
Combined Investments,
L.P. (investment
management)
John E. Neal, 54 Trustee (of CHI since 13 Private investor; Managing
2002 and of CHY and Director, Bank One
CSQ since 2003) Capital Markets, Inc.
(investment banking)
(2000-2004); Executive
Vice President and Head
of Real Estate
Department, Bank One
(1998-2000); Director,
the Brickman Group, Ltd.
(landscaping company)

Stephen B. Timbers, 60 Trustee (since 2004) 13 Private investor; formerly
Vice Chairman, Northern
Trust Corporation (bank
holding company);
President and Chief
Executive Officer,
Northern Trust
Investments, N.A.
(investment manager);
formerly President,
Northern Trust Global
Investments, a division
of Northern Trust
Corporation and
Executive Vice
President, The Northern
Trust Corporation;
Trustee, Northern Mutual
Fund Complex**
(registered investment
companies)

* 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 affiliated persons of Calamos Advisors and CFS.
Nick Calamos is a nephew of John Calamos, Sr.

** Overseeing 53 portfolios in fund complex.

The address of each of the trustees is 1111 East Warrenville Road,
Naperville, Illinois 60563-1463.

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 FUND AND DATE
NAME AND AGE AT FIRST ELECTED OR PRINCIPAL OCCUPATION(S)
FEBRUARY 28, 2005 APPOINTED TO OFFICE DURING PAST 5 YEARS

Nimish S. Bhatt, 41 Treasurer (since 2004) Senior Vice President and
Director of Operations, CAM,
CHLLC, Calamos Advisors and
CFS (since 2004); Senior Vice
President, Alternative
Investments and Tax Services
of BISYS, prior thereto
Patrick H. Dudasik, 49 Vice President (of CHI Executive Vice President, Chief
since 2002 and of CHY Financial Officer and
and CSQ since 2003) Administrative Officer, and
Treasurer, CAM and CHLLC
(since 2004), Calamos Advisors
and CFS (since 2001); Chief
Financial Officer, David Gomez
and Associates, Inc.
(1998-2001) (executive search
firm); and Chief Financial
Officer, Scudder Kemper
Investments, Inc., prior
thereto
James S. Hamman, Jr., 35 Secretary (of CHI since Executive Vice President,
2002 and of CHY and Secretary and General Counsel,
CSQ since 2003) and CAM and CHLLC (since 2004),
Chief Compliance Calamos Advisors and CFS
Officer (since 2004) (since 1998)
Michael C. Ciotola, 36 Assistant Treasurer Manager of Mutual Fund
(since 2004) Operations, Calamos Advisors
(since 2004); Director of
Financial Services, BISYS Fund
Services, Inc. (2003-2004);
Various positions within BISYS
(prior thereto)

The address of each officer is 1111 East Warrenville Road, Naperville,
Illinois 60563-1463.

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, Marsh, Neal, Rybak and Timbers serve
on each audit committee. The audit committees operate under a written
charter adopted and approved by each board. The audit committees select
independent auditors, approve services to be rendered by the auditors,
monitor the auditors' performance, review the results of each Fund's
audit, determine whether to recommend to the board that the Fund's
audited financial statements be included in the Fund's annual report and
respond to other matters deemed appropriate by the boards. Each
committee member is "independent" as defined by the New York Stock
Exchange. Messrs. Neal and Rybak have been determined by the board to be
audit committee financial experts for each Fund.

- Governance Committee. Messrs. Hanauer, Marsh, Neal, Rybak and Timbers
serve on each governance committee. The governance committees operate
under a written charter adopted and approved by the board. The
governance committees oversee the independence and effective functioning
of the board of trustees and endeavor to be informed about good
practices for mutual fund boards. The governance committees also
function as nominating committees by making recommendations to the board
of trustees regarding candidates for election as non-interested
trustees. In making such recommendations, the governance committees
consider 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 committees do not have a policy to consider shareholder
recommendations regarding candidates for election as trustees. The
committees determined that it is appropriate not to have a policy to
consider shareholder recommendations because the current process of
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 Calamos Advisors.

The following table shows the number of meetings held for each Fund during
the fiscal year ended October 31, 2004:

CHI CHY CSQ

Board of Trustees 4 4 4
Executive Committee* 0 0 0
Audit Committee 4 4 4
Governance Committee 4 4 3

* Although the executive committees of CHI, CHY and CSQ held no meetings, they
acted by written consent on 15, 14 and 9 occasions, respectively.

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 Calamos Advisors. 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 CSQ FUND COMPLEX*
NAME 10/31/03 -- 10/31/04+ 10/31/03 -- 10/31/04+ 12/31/03 -- 10/31/04+ 10/31/03 -- 10/31/04+

John P. Calamos $ 0 $ 0 $ 0 $ 0
Nick P. Calamos 0 0 0 0
Weston W. Marsh 3,034 3,034 3,034 42,404
Joe F. Hanauer 3,549 3,549 3,367 42,404
John E. Neal 3,549 3,549 3,367 42,404
William R. Rybak 3,549 3,549 3,367 42,404
Stephen B. Timbers** 1,875 1,875 1,875 22,500

+ Includes fees deferred during the year pursuant to the deferred compensation
plan described below. As of October 31, 2004, the value of Messrs. Neal's
and Marsh's deferred compensation accounts were $137,562 and $15,172,
respectively.

* For the periods shown, the Fund Complex includes Calamos Investment Trust,
Calamos Advisors Trust and the Funds.

** Appointed trustee in March 2004.

The Funds have adopted a deferred compensation plan (the "Plan"). Under
the Plan, a trustee who is not an "interested person" of Calamos Advisors who
has elected to participate in the Plan ("participating trustees") may defer
receipt of all or a portion of his compensation from the Funds. The deferred
compensation payable to the participating trustee is credited to the
participating trustee's deferral account as of the business day such
compensation would have been paid to the participating trustee. The value of a
participating 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 participating trustee. Thus, the value of the account
increases with contributions to the account or with increases in the value of
the measuring shares, and the value of the account decreases with withdrawals
from the account or with declines in the value of the measuring shares. If a
participating trustee retires, the participating trustee may elect to receive
payments under the plan in a lump sum or in equal annual installments over a
period of five years. If a participating trustee dies, any amount payable under
the Plan will be paid to the participating trustee's beneficiaries.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The Funds have entered
into a Financial Accounting Services Agreement with Calamos Advisors, effective
as of March 30, 2004. Calamos Advisors 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, Calamos Advisors 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.

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 45,546,395 15,360
CHY 61,371,839 17,200
CSQ 154,514,000 43,200

At February 28, 2005, each trustee beneficially owned (as determined
pursuant to Rule 16a-1(a)(2) under the Securities Exchange Act of 1934) shares
of the Funds and of all Funds in the Fund Complex having values within the
indicated dollar ranges.

AGGREGATE DOLLAR
RANGE OF SHARES IN
TRUSTEE CHI CHY CSQ THE FUND COMPLEX

John P. Calamos $50,001-100,000 $50,001-100,000 Over $100,000 Over $100,000
Nick P. Calamos $10,001-50,000 None Over $100,000 Over $100,000
Weston W. Marsh $50,001-100,000 $50,001-100,000 $50,001-100,000 Over $100,000
Joe F. Hanauer None None None Over $100,000
John E. Neal Over $100,000 None Over $100,000 Over $100,000
William R. Rybak $10,001-50,000 $10,001-50,000 $10,001-50,000 Over $100,000
Stephen B. Timbers None None None Over $100,000

At February 28, 2005, each trustee, and the trustees and officers as a
group, beneficially owned (as determined pursuant to Rule 13d-3

under the Securities Exchange Act of 1934) shares of the Funds (or percentage of
outstanding shares) as follows:

NUMBER OF NUMBER OF NUMBER OF
COMMON COMMON COMMON
TRUSTEE SHARES OF CHI % SHARES OF CHY % SHARES OF CSQ %

John P. Calamos 6,000 * 5,000 * 77,750 *
Nick P. Calamos 2,000 * 0 * 72,750 *
Weston W. Marsh 2,800 * 3,500 * 4,400 *
Joe F. Hanauer 0 * 0 * 0 *
John E. Neal 17,000 * 0 * 16,000 *
William R. Rybak 987 * 1,205 * 1,490 *
Stephen B. Timbers 0 * 0 * 0 *
Trustees and Officers
as a group (12
persons) 28,787 * 9,705 * 172,390 *

* Indicates less than 1%.

At February 28, 2005, no trustee or officer held preferred shares of any
Fund.

At December 31, 2004, to the knowledge of each Fund, no person held (sole
or shared) power to vote or dispose of more than 5% of any outstanding class of
shares of such 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, Calamos
Advisors, the Funds' transfer agent, or by brokers or their representatives or
by a solicitation firm that may be engaged by the Funds to assist in proxy
solicitations. Any

costs associated with such additional solicitation are not anticipated to be
significant.

HOUSEHOLDING. The Funds reduce the number of duplicate shareholder reports
and proxy statements your household receives by sending only one copy of those
documents to those addresses shared by two or more accounts. Call the Funds at
1-800-582-6959 or write to the Funds at the address on page one of this proxy
statement to request individual copies of shareholder reports and proxy
statements. 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 60563-1463; (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' equity securities to file forms reporting
their affiliation with the Fund(s)

and reports of ownership and changes in ownership of the Funds' shares with the
Securities and Exchange Commission (the "SEC") and the New York Stock Exchange.
Those persons and entities are required by SEC regulation to furnish the Funds
with copies of all Section 16(a) forms they file. Based on a review of those
forms furnished to the Funds, the Funds believe that their trustees and
officers, investment adviser and affiliated persons of the investment adviser
have complied with all applicable Section 16(a) filing requirements during the
last fiscal year. To the knowledge of 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.

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 March 12, 2004, 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, 2004. 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 last two years during which it
served as CHI's auditors 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 that, if not
resolved to E&Y's satisfaction, would have caused it to make reference to that
matter in connection with its report.

AUDIT AND RELATED FEES

AUDIT FEES. D&T billed CHI, CHY and CSQ aggregate fees in the amounts of
$30,500, $30,500 and $34,500, respectively, for the fiscal year ended October
31, 2004 and $25,000, $31,000 and $0, respectively, for the fiscal year ended
October 31, 2003 for professional services rendered with respect to the audits
of the Funds' annual financial statements.

AUDIT RELATED FEES. D&T billed CHI, CHY and CSQ aggregate fees in the
amounts of $29,917, $17,917 and $49,417, respectively, for the fiscal year ended
October 31, 2004 and $13,000, $17,500 and $0, respectively, for the fiscal year
ended October 31, 2003 for assurance and related services.

TAX FEES. D&T billed CHI, CHY and CSQ aggregate fees in the amounts of
$6,079, $6,079 and $4,667, respectively, for the fiscal year ended October 31,
2004 and $13,675, $13,675 and $0, respectively, for the fiscal year ended
October 31, 2003 for tax compliance, tax advice, tax planning and tax return
preparation services.

ALL OTHER FEES. D&T billed CHI, CHY and CSQ aggregate fees in the amounts
of $7,500, $7,500 and $2,500, respectively, for the fiscal
14

year ended October 31, 2004 and $5,250, $5,250 and $0, respectively, for the
fiscal year ended October 31, 2003 for products and services, other than the
services reported above.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. The Funds' audit
committees meet with D&T and Calamos Advisors to review and pre-approve all
audit services to be provided by D&T.

The audit committees shall pre-approve all non-audit services to be
provided by D&T to the Funds, including the fees and other compensation to be
paid to D&T; provided that the pre-approval of non-audit services is waived if
(i) the services were not recognized by Calamos Advisors at the time of the
engagement as non-audit services, (ii) the aggregate fees for all non-audit
services provided to the each of the Funds are less than 5% of the total fees
paid by such Fund to D&T during the fiscal year in which the non-audit services
are provided, and (iii) such services are promptly brought to the attention of
the relevant audit committee by Calamos Advisors and such audit committee
approves them prior to the completion of the audit.

The audit committees shall pre-approve all non-audit services to be
provided by D&T to Calamos Advisors or any entity controlling, controlled by or
under common control with Calamos Advisors that provides ongoing services to the
Funds if the engagement relates directly to the operations or financial
reporting of the Funds, including the fees and other compensation to be paid to
D&T; provided that pre-approval of non-audit services to Calamos Advisors or any
of its affiliates is not required if (i) the services were not recognized by
Calamos Advisors at the time of the engagement as non-audit services, (ii) the
aggregate fees for all non-audit services provided to Calamos Advisors and all
entities controlling, controlled by or under common control with Calamos
Advisors are less than 5% of the total fees for non-audit services requiring
pre-approval paid by the Funds, Calamos Advisors or its affiliates to D&T during
the fiscal year in which the non-audit services are provided, and (iii) such
services are promptly brought to the attention of the relevant audit committee
by Calamos Advisors and the audit committee approves them prior to the
completion of the audit.

One hundred percent of the services provided to the Funds described in
under the paragraphs entitled Audit-Related Fees, Tax Fees and All Other Fees
were pre-approved by the Funds' audit committees. There were no services
provided to Calamos Advisors or any entity controlling, controlled by or under
common control with Calamos
15

Advisors described in the paragraphs entitled Audit-Related Fees, Tax Fees and
All Other Fees that were required pre-approved by the audit committees.

AGGREGATE NON-AUDIT FEES. D&T billed CHI, CHY and CSQ aggregate fees in
the amounts of $13,579, $13,579 and $7,167, respectively, for the fiscal year
ended October 31, 2004 and $18,925, $18,925 and $0, respectively, for the fiscal
year ended October 31, 2003 for non-audit services. D&T billed Calamos Advisors
or any entity controlling, controlled by or under common control with Calamos
Advisors aggregate fees in the amounts of $58,000 for the fiscal year ended
October 31, 2004 and $75,500 for the fiscal year ended October 31, 2003 for
services rendered.

All of the aggregate fees billed by D&T for non-audit services to Calamos
Advisors relate to services that began prior to the adoption of rules requiring
audit committee pre-approval. However, the Funds' audit committees did approve
such non-audit services.

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, Calamos Advisors
and affiliates of Calamos Advisors that provide services to the Fund is
compatible with maintaining D&T's independence in performing audit services.

ADMINISTRATORS

Each Fund has entered into an administration agreement with State Street
Bank and Trust Company whose principal business address is 225 Franklin Street,
Boston, Massachusetts 02110.

SHAREHOLDER COMMUNICATIONS

Shareholders are able to send communications to the Funds' governance
committees. Communications should be addressed to the Secretary of the Funds at
their principal offices at 1111 East Warrenville Road, Naperville, Illinois
60563-1463. 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. All of the trustees of the Funds attended the
2004 annual meeting.

PROXY CALAMOS STRATEGIC TOTAL RETURN FUND VOTE TODAY

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE ANNUAL MEETING OF SHAREHOLDERS - APRIL 6, 2005

The undersigned holder of common shares appoints James S. Hamman, Jr. and Kevin
Woodard, 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 STRATEGIC TOTAL RETURN FUND to be held on April 6, 2005 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 11099
______________________________________ NEW YORK, N.Y. 10203-0068
______________________________________
______________________________________

V DETACH PROXY CARD HERE V

PLEASE VOTE, SIGN, DATE AND [ X ]
RETURN THIS PROXY CARD Votes must be indicated
PROMPTLY USING THE (x) in Black or Blue ink.
ENCLOSED ENVELOPE.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
AND, ABSENT DIRECTION, WILL BE VOTED "FOR ALL" THE NOMINEES.

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR ALL" THE NOMINEES BELOW.

1. Election of trustees:

CHECK HERE IF YOU PLAN TO ATTEND THE
FOR WITHHOLD FOR ALL MEETING [ ]
ALL ALL EXCEPT

To change your address, please mark this box. [ ]

[ ] [ ] [ ]

To include any comments, please mark this box. [ ]

Nominees: (1) John P. Calamos, Sr. and

(2) Weston W. Marsh.

(INSTRUCTIONS: To withhold authority to vote for either nominee, mark the "For
All Except" box and write that nominee's name in the space provided below.)

_________________________________ _______________________________________

_______________________________________

Please sign exactly as your __________________________ _____________________
name appears. If acting as Date Share Owner sign here Co-Owner sign here
attorney, executor, trustee,
or in representative
capacity, sign name and
indicate title.

PROXY CALAMOS STRATEGIC TOTAL RETURN FUND VOTE TODAY

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE ANNUAL MEETING OF SHAREHOLDERS - APRIL 6, 2005

The undersigned holder of preferred shares appoints James S. Hamman, Jr. and
Kevin Woodard, 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 STRATEGIC TOTAL RETURN FUND to be held on April 6, 2005
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 11099
_____________________________________ NEW YORK, N.Y. 10203-0068

V DETACH PROXY CARD HERE V

PLEASE VOTE, SIGN, DATE AND [X]
RETURN THIS PROXY CARD Votes must be indicated
PROMPTLY USING THE (x) in Black or Blue ink.
ENCLOSED ENVELOPE.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
AND, ABSENT DIRECTION, WILL BE VOTED "FOR ALL" THE NOMINEES.

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR ALL" THE NOMINEES BELOW.

Election of trustees:

CHECK HERE IF YOU PLAN TO ATTEND THE
FOR WITHHOLD FOR ALL MEETING [ ]
ALL ALL EXCEPT

To change your address, please mark this box. [ ]

[ ] [ ] [ ]

To include any comments, please mark this box. [ ]

Nominees: (1) John P. Calamos, Sr.,

(2) Weston W. Marsh and

(3) William R. Rybak.

(INSTRUCTIONS: To withhold authority to vote for any nominee, mark the "For All
Except" box and write that nominee's name in the space provided above.)

_________________________________ ________________________________________

________________________________________

Please sign exactly as _______________________________ _____________________
your name appears. Date Share Owner sign here Co-Owner sign here
If acting as attorney,
executor, trustee, or
in representative
capacity, sign name and
indicate title.