posex
As
filed with the Securities and Exchange Commission on March 5, 2010
1933
Act File No. 333-146944
1940 Act File No. 811-21547
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
(Check appropriate box or boxes)
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 4 |
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and
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
CALAMOS
GLOBAL TOTAL RETURN FUND
2020 Calamos Court
Naperville, Illinois 60563
(630) 245-7200
Agent for Service
John P. Calamos, Sr.
President
Calamos Advisors LLC
2020 Calamos Court
Naperville, Illinois 60563
Copies of Communications to:
Eric S.
Purple
K&L Gates LLP
1601 K St. N.W.
Washington, D.C. 20006-1600
Approximate Date of Proposed Public Offering: From time to time after the effective date of the
Registration Statement.
If any of the securities being registered on this form are offered on a delayed or continuous basis
in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in
connection with a dividend reinvestment plan, check the following box. þ
It is proposed that this filing will become effective (check appropriate box)
o when declared effective pursuant to section 8(c)
If appropriate, check the following box:
o
This [post-effective] amendment designates a new effective date for a previously filed
[post-effective amendment] [registration statement].
o This form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act and the Securities Act registration number of the earlier effective
registration statement for the same offering is ________________.
EXPLANATORY NOTE
This Post-Effective
Amendment No. 4 to the Registration Statement on Form N-2 (File No. 333-146944) of Calamos Global Total Return
Fund (the Registration Statement) is being filed pursuant to Rule 462(d) under the Securities Act of 1933,
as amended (the Securities Act), solely for the purpose of filing exhibits to the Registration Statement.
Accordingly, this Post-Effective Amendment No. 4 consists only of a facing page, this explanatory note and Part
C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement.
This Post-Effective Amendment No. 4 does not modify any other part of the Registration Statement. Pursuant to
Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 4 shall become effective immediately
upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby
incorporated by reference.
PART C OTHER INFORMATION
ITEM 25: FINANCIAL STATEMENTS AND EXHIBITS
1. Financial Statements:
The Registrants audited statement of assets and liabilities, statement of operations,
statements of changes in net assets, statement of cash flows, and financial highlights as of and for the year ended October 31, 2009, notes to such statements and report of
independent registered public accountants thereon are included in the Registration Statement.
2. Exhibits:
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a.1.
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Agreement and Declaration of Trust.
(4) |
a.2.
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Certificate of Trust. (1) |
b.
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By-laws. (4) |
c.
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None. |
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d.1
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Form of Common Share Certificate. (6) |
d.2
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Form of Preferred Share Certificate. (7) |
d.3
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Form of Note. (2) |
d.4
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Indenture of Trust. (2) |
d.5
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Form of Supplemental Indenture of Trust. (2) |
e.
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Terms and Conditions of the Dividend Reinvestment Plan. (4) |
f.
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None. |
g.
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Investment Management Agreement with Calamos Advisors LLC. (6) |
h.1
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Form of Underwriting Agreement relating to Common Shares. (4) |
h.2
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Form of Master Agreement Among Underwriters relating to Common Shares. (6) |
h.3
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Form of Master Selected Dealers Agreement relating to Common Shares. (6) |
h.4
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Form of Underwriting Agreement relating to Preferred Shares. (4) |
h.5
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Form of Underwriting Agreement relating to Notes. (2) |
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h.6
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Sales Agreement, dated as of March 5, 2010, among the Registrant, Calamos
Advisors LLC and JonesTrading Institutional Services LLC (10) |
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i.
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None. |
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j.1.
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Custody Agreement. (10) |
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k.1
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Stock Transfer Agency Agreement. (4) |
k.2
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Financial Accounting Services Agreement. (4) |
k.3
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Master Services Agreement. (4) |
k.4
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Form of Auction Agency Agreement relating to Preferred Shares. (7) |
k.5
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Form of Broker-Dealer Agreement relating to Preferred Shares. (7) |
k.6
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Form of Auction Agency Agreement relating to Notes. (2) |
k.7
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Form of Broker-Dealer Agreement relating to Notes. (2) |
k.8
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Form of DTC Representations Letter relating to Preferred Shares and Notes. (4) |
1.1
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Opinion of Morris, Nichols, Arsht & Tunnell LLP. (4) |
l.2
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Opinion of Bell, Boyd & Lloyd LLP. (8) |
l.3
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Opinion of Morris, Nichols, Arsht & Tunnell LLP. (8) |
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m.
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None. |
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n.1.
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Consent of Auditors. (10) |
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o.
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Not applicable. |
p.
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Subscription Agreement. (3) |
q.
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None. |
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r.1
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Code of Ethics. (10) |
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s.
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Powers of Attorney. (10) |
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(1)
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Incorporated by reference to Registrants initial Registration Statement on Form N-2
(1933 Act File No. 333-114111) as filed with the Commission on March 31, 2004. |
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(2)
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To be filed by post-effective amendment. |
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(3)
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Incorporated by reference to Pre-Effective Amendment No. 4 to Registrants Registration Statement on Form N-2
(1933 Act File No. 333-114111) as filed with the Commission on October 26, 2005. |
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(4)
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Incorporated by reference to Pre-Effective Amendment No. 2 to Registrants Registration Statement on Form N-2
(1933 Act File No. 333-146944) as filed with the Commission on February 22, 2008. |
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(5)
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Incorporated by reference to Registrants Registration Statement on Form N-2
(1933 Act File No. 333-146944) as filed with the Commission on October 26, 2007. |
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(6)
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Incorporated by reference to Pre-Effective Amendment No. 3 Registrants Registration Statement on Form N-2
(1933 Act File No. 333-11411) as filed with the Commission on October 24, 2005. |
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(7)
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Incorporated by reference to Pre-Effective Amendment No. 1 to Registrants Registration Statement on Form N-2
(1933 Act File No. 333-129102) as filed with the Commission on December 22, 2005. |
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(8)
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Incorporated by reference to
Post-Effective Amendment No. 1 to Registrants Registration
Statement on Form N-2 (1933 Act File No. 333-129102) as filed with
the Commission on July 8, 2008. |
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(9)
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Incorporated by reference to
Post-Effective Amendment No. 2 to Registrants Registration
Statement on Form N-Z (1933 Act File No. 333-129102) as filed with
the Commission on August 21, 2009. |
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(10)
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Filed herewith. |
ITEM 26: MARKETING ARRANGEMENTS
The
information contained under the heading Plan of
Distribution on page S-7 of the
prospectus supplement, subject to completion, dated March 5, 2010, is incorporated herein by reference.
Part C Page 1
ITEM 27: OTHER OFFERING EXPENSES AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in
connection with all offerings described in this Registration Statement:
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Registration fees |
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$ |
2,303 |
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Printing (other than certificates) |
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175,000 |
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FINRA fees |
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15,500 |
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Rating
Agency fees |
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0 |
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NYSE listing fees |
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5,000 |
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Accounting fees and expenses |
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120,000 |
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Legal fees and expenses |
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150,000 |
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Miscellaneous |
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47,000 |
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Total |
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514,803 |
(*) |
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These expenses will be borne by the Fund. |
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The following table sets forth the estimated expenses to be incurred in connection with the
offering of common shares described in the prospectus supplement
dated March 5, 2010:
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Registration fees |
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$ |
0 |
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Printing (other than certificates) |
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5,000 |
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FINRA fees |
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0 |
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Accounting fees and expenses |
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4,000 |
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Legal fees and expenses |
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41,000 |
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Miscellaneous |
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0 |
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Total |
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50,000 |
(*) |
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These expenses will be borne by the Fund. |
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ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
None.
ITEM 29. NUMBER OF HOLDERS OF SECURITIES
As
of December 31, 2009, the number of record holders of each class of
securities of the Registrant was
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TITLE OF CLASS
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NUMBER OF RECORD HOLDERS |
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Common
shares (no par value)
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7,014 |
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ITEM 30. INDEMNIFICATION
The Registrants Amended and Restated Agreement and
Declaration of Trust (the Declaration),
dated September 13, 2006, provides that every person who is, or has been, a Trustee
or an officer, employee or agent of the Registrant (including any individual who
serves at its request as director, officer, partner, employee, Trustee, agent or
the like of another organization in which it has any interest as a shareholder,
creditor or otherwise (Covered Person) shall be indemnified by the Registrant
or the appropriate series of the Registrant to the fullest extent permitted by
law against liability and against all expenses reasonably incurred or paid by
him in connection with any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or having been a Covered
Person and against amounts paid or incurred by him in the settlement thereof;
provided that no indemnification shall be provided to a Covered Person (i) who
shall have been adjudicated by a court or body before which the proceeding was
brought (A) to be liable to the Registrant or its shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office, or (B) not to have acted in good
faith and in a manner the person reasonably believed to be or not opposed to the
best interest of the Registrant; or (ii) in the event of a settlement, unless
there has been a determination that such Covered Person did not engage in
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office; (A) by the court or other body
approving the settlement; (B) by at least a majority of those Trustees who are
neither Interested Persons of the Trust nor are parties to the matter based upon
a review of readily available facts (as opposed to a full trial-type inquiry);
(C) by written opinion of independent legal counsel based upon a review of
readily available facts (as opposed to a full trial-type inquiry) or (D) by a
vote of a majority of the Outstanding Shares entitled to vote (excluding any
Outstanding Shares owned of record or beneficially by such individual).
The Declaration also provides that if any shareholder or former shareholder
of the Registrant shall be held personally liable solely by reason of his being
or having been a shareholder and not because of his acts or omissions or for
some other reason, the shareholder or former shareholder (or
Part C Page 2
his heirs, executors, administrators or other legal representatives or in the
case of any entity, its general successor) shall be entitled out of the assets
belonging to the Registrant to be held harmless from and indemnified against all
loss and expense arising from such liability. The Registrant shall, upon request
by such shareholder, assume the defense of any claim made against such
shareholder for any act or obligation of the series and satisfy any judgment
thereon from the assets of the series.
The Registrant, its Trustees and officers, its investment adviser, the
other investment companies advised by the adviser and certain persons
affiliated with them are insured, within the limits and subject to the
limitations of the insurance, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities that might be
imposed as a result of such actions, suits or proceedings. The insurance
expressly excludes coverage for any Trustee or officer whose personal
dishonesty, fraudulent breach of trust, lack of good faith, or intention to
deceive or defraud has been finally adjudicated or may be established or who
willfully fails to act prudently.
Section
9 of the Sales Agreement filed as Exhibit h.6 to this Registration Statement provides for each of
the parties thereto, including the Registrant and the underwriters, to indemnify the others, their Trustees, directors, certain of their officers, Trustees, directors and persons who control them against certain liabilities in connection with the offering described herein, including liabilities under the federal securities laws.
Insofar as indemnification for liability arising under the Securities Act
of 1933, as amended (the 1933 Act), may be available to
Trustees, officers,
controlling persons of the Registrant and underwriter, pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants expenses
incurred or paid by a Trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer, controlling person or underwriter in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The information in the Statement of Additional Information under the
caption ManagementTrustees and Officers is incorporated by reference.
ITEM 32. LOCATION OF ACCOUNTS AND RECORDS
All such accounts, books, and other documents are maintained at the offices
of the Registrant, at the offices of the Registrants investment manager,
Calamos Advisors LLC 2020 Calamos Court, Naperville, Illinois 60563, at the
offices of the custodian, 200 Clarendon Street, P.O. Box 9130,
Boston, Massachusetts 02117-9130. or at the
offices of the transfer agent, 111 8th Avenue, New York, New York 10011 5201.
ITEM 33. MANAGEMENT SERVICES
Not applicable.
ITEM 34. UNDERTAKINGS
1. The Registrant undertakes to suspend the offering of shares until the
prospectus is amended if (1) subsequent to the effective date of its
registration statement, the net asset value declines more than ten percent from
its net asset value as of the effective date of the registration statement or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. The securities being registered will be offered on a delayed or continuous basis
in reliance on Rule 415 under the 1933 Act. Accordingly, the Registrant undertakes:
(a) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(1) to include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(2) to reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in
the registration statement; and
(3) to include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in
the registration statement.
(b) that, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of those securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(c) to remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering;
(d) that, for the purpose of determining liability under the 1933 Act to any
purchaser, if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule
497(b), (c), (d) or (e) under the 1933 Act as part of this registration statement relating to an
offering, other than prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be
deemed to be part of and included in this registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in this
registration statement or prospectus that is part of this registration statement or made in a
document incorporated or deemed incorporated by reference into this
registration statement or prospectus that
is part of this registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in this registration
statement or prospectus that was part of this registration statement or made in any such document
immediately prior to such date of first use.
(e) that for the purpose of determining liability of the Registrant under the 1933
Act to any purchaser in the initial distribution of securities:
The undersigned Registrant undertakes that in a primary offering of securities of the
undersigned Registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(1) any preliminary prospectus or prospectus of the undersigned Registrant relating
to the offering required to be filed pursuant to Rule 497 under the 1933 Act;
(2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act
relating to the offering containing material information about the undersigned Registrant or its
securities provided by or on behalf of the undersigned Registrant; and
(3) any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
5. (a) For the purposes of determining any liability under the 1933 Act,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant under Rule 497(h) under the 1933 Act shall be
deemed to be part of the Registration Statement as of the time it was declared
effective.
Part C Page 3
(b) For the purpose of determining any liability under the 1933 Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of the securities at that time shall be deemed to be the
initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prominent delivery within two business days of
receipt of a written or oral request the Registrants statement of additional
information.
7. Upon each issuance of securities pursuant to this Registration Statement, the
Registrant undertakes to file a form of prospectus and/or form of prospectus supplement pursuant to
Rule 497 and a post-effective amendment to the extent required by the 1933 Act and the rules and
regulations thereunder, including, but not limited to a post-effective amendment pursuant to Rule
462(c) or Rule 462(d) under the 1933 Act.
Part C Page 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or
Investment Company Act of 1940, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Naperville and State of Illinois, on
the 5th day of March, 2010.
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CALAMOS GLOBAL TOTAL RETURN FUND
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By: |
/s/ John P. Calamos |
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John P. Calamos, |
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Trustee and President |
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Pursuant to the
requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date(s) indicated.
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Name |
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Date |
/s/ John P. Calamos
John P. Calamos
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Trustee and President
(principal executive officer)
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March
5, 2010 |
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Trustee
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Trustee
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Trustee
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Trustee
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Trustee
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/s/ Nimish S. Bhatt
Nimish S. Bhatt
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Vice President and Chief Financial Officer
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)
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March
5, 2010 |
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John P. Calamos signs this document pursuant to powers of attorney
filed herewith. |
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By: |
/s/ John P. Calamos |
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John P. Calamos |
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Attorney-In-Fact
March 5, 2010 |
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Part C Page 5