Edgar Filing: CALAMOS CONVERTIBLE OPPORTUNITIES & INCOME FUND

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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 ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material under Rule 14a-12

CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME 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:

--------------------------------------------------------------------------------

[ ] 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
1111 EAST WARRENVILLE ROAD
NAPERVILLE, ILLINOIS 60563-1493
1-800-582-6959

February 10, 2003

Dear Shareholder:

You are cordially invited to attend the annual meeting of shareholders of
CALAMOS CONVERTIBLE OPPORTUNITIES and INCOME FUND, which will be held on
Wednesday, March 5, 2003 at 3:00 p.m., Central time, in the Conference Room on
the first floor of the office of the Fund, 1111 East Warrenville Road,
Naperville, Illinois.

The matter scheduled for consideration at the meeting is the election of
the two trustees named in the attached proxy statement to serve for a three-year
term or until their successors 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 Calamos Asset Management,
Inc., the Fund's investment adviser, at 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
ANSWERS TO SOME IMPORTANT QUESTIONS

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

A. This proxy contains one proposal, the election of two trustees.
Shareholders of the 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 unanimously recommend that you vote "FOR" the nominees on
the enclosed proxy card.

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.

You also 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
1111 EAST WARRENVILLE ROAD
NAPERVILLE, ILLINOIS 60563-1493
1-800-582-6959

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 5, 2003

The annual meeting of shareholders of CALAMOS CONVERTIBLE OPPORTUNITIES
and INCOME FUND will be held in the Conference Room on the first floor of the
office of the Fund, 1111 East Warrenville Road, Naperville, Illinois, at 3:00
p.m., Central time, on Wednesday, March 5, 2003. At the meeting, shareholders
will be asked to vote to elect two trustees to serve for a three-year term or
until their successors shall have been duly elected and qualified. The two
trustees are to be elected by the holders of common shares and auction market
preferred shares ("AMPS"(R)) voting together as a single class. Shareholders may
also transact any other business that properly comes before the meeting.

Shareholders of record as of the close of business on February 6, 2003 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
CALAMOS CONVERTIBLE OPPORTUNITIES and
INCOME FUND,

James S. Hamman, Jr.
Secretary

February 10, 2003
Naperville, Illinois

PLEASE COMPLETE AND RETURN THE ENCLOSED
PROXY CARD 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
1111 EAST WARRENVILLE ROAD
NAPERVILLE, ILLINOIS 60563-1493
1-800-582-6959

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
MARCH 5, 2003

This proxy statement is being sent to you by the board of trustees of
CALAMOS CONVERTIBLE OPPORTUNITIES and INCOME FUND. The board is asking you to
complete and return the enclosed proxy card, permitting your shares of the Fund
to be voted at the meeting of shareholders called to be held on March 5, 2003.
Shareholders of record at the close of business on February 6, 2003 (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 proxy statement and enclosed proxy are first being mailed to shareholders
on or about February 12, 2003.

You should have received the Fund's annual report to shareholders for the
fiscal year ended October 31, 2002. IF YOU WOULD LIKE ANOTHER COPY OF THE FUND'S
ANNUAL REPORT, 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 ASSET MANAGEMENT, INC., the Fund's investment adviser, is referred
to as "CAM." CAM is a wholly-owned subsidiary of CALAMOS HOLDINGS, INC., which
is controlled by John P. Calamos, who has been engaged in the investment
advisory business since 1977. As of December 31, 2002, CAM managed approximately
$12.9 billion in assets of individuals and institutions. The Fund and CAM may be
contacted at the same address, above.

ELECTION OF TRUSTEES

You are being asked to elect Joe F. Hanauer and John E. Neal as trustees
to serve until the 2006 annual meeting. Holders of common shares and AMPS are
solicited with respect to the matter.

The persons named on the accompanying proxy card intend to vote at the
meeting (unless otherwise directed) FOR the election of

the two nominees named below as trustees of the Fund. Currently there are seven
trustees. In accordance with the Fund's Agreement and Declaration of Trust, the
board of trustees is divided into three classes of approximately equal size. The
terms of the trustees of the different classes are staggered so that
approximately one-third of the board is elected by shareholders each year. There
are two trustees whose terms will expire at the annual meeting of shareholders
in 2003, Joe F. Hanauer and John E. Neal. The terms of Nick P. Calamos and
Richard J. Dowen expire on the date of the 2004 annual meeting and the terms of
John P. Calamos, Weston W. Marsh and William R. Rybak expire on the date of the
2005 annual meeting.

The holders of AMPS will have equal voting rights with the holders of
common shares (i.e., one vote per share) and will vote together with the holders
of common shares on the proposal to elect trustees for terms expiring in 2006.
Two trustees, Mr. Dowen and Mr. Rybak, have been designated as representing the
holders of AMPS, and the holders of AMPS will vote separately at the annual
meetings in 2004 and 2005, respectively, to elect a trustee in each of those
classes.

Each nominee for election at the 2003 annual meeting currently serves as a
trustee and was unanimously nominated by the board of trustees and is to be
voted on by holders of common shares and AMPS, voting together as a single
class.

Each trustee elected will hold office until the 2006 annual meeting or
until his successor is duly elected and qualified. If any 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 the Fund,
age, principal occupation during the past five years, other directorships, and
the date on which he first became a trustee of the Fund. Each trustee is also a
trustee of and oversees seven portfolios of

the Calamos Investment Trust and one portfolio of the Calamos Advisors Trust,
both open-end investment companies advised by CAM.

NOMINEES FOR ELECTION AT THE MEETING:

POSITION(S) HELD WITH THE
NAME AND AGE AT FUND AND DATE FIRST ELECTED PRINCIPAL OCCUPATION(S) DURING PAST
JANUARY 1, 2003 OR APPOINTED TO OFFICE 5 YEARS AND OTHER DIRECTORSHIPS HELD

Joe F. Hanauer, 65 Trustee (May 2002) Director, MAF Bancorp (banking);
Director, Homestore.com, Inc.,
(Internet provider of real estate
information and products);
Director, Combined Investments,
L.P. (investment management);
Director, Loopnet, Inc. (internet
company)
John E. Neal, 52 Trustee (May 2002) Managing Director, Bank One Capital
Markets (investment banking)
(since 1999); Private Investor
prior thereto

REMAINING TRUSTEES WHO ARE INTERESTED PERSONS OF THE FUND:

POSITION(S) HELD WITH THE
NAME AND AGE AT JANUARY 1, FUND AND DATE FIRST ELECTED PRINCIPAL OCCUPATION(S) DURING PAST
2003 OR APPOINTED TO OFFICE 5 YEARS AND OTHER DIRECTORSHIPS HELD

John P. Calamos, Sr., 62* Trustee and President (May President, Calamos Holdings, Inc.,
2002) CAM and Calamos Financial
Services, Inc. ("CFS")
Nick P. Calamos, 41* Trustee and Vice President Senior Executive Vice President,
(May 2002) Calamos Holdings, Inc., CAM and
CFS
Weston W. Marsh, 52** Trustee (May 2002) Partner, Freeborn & Peters (law
firm); Director, Telesource
International

REMAINING TRUSTEES WHO ARE NOT INTERESTED PERSONS OF THE FUND:

POSITION(S) HELD WITH THE
NAME AND AGE AT FUND AND DATE FIRST ELECTED PRINCIPAL OCCUPATION(S) DURING PAST
JANUARY 1, 2003 OR APPOINTED TO OFFICE 5 YEARS AND OTHER DIRECTORSHIPS HELD

Richard J. Dowen, 58 Trustee (May 2002) Chair and Professor of Finance,
Northern Illinois University
William R. Rybak, 51 Trustee (May 2002) Executive Vice President and CFO,
Van Kampen Investments, Inc. (and
subsidiaries) (investment manager)
(1986-2000); Director, Alliance
Bancorp (formerly Hinsdale
Financial Corporation) (savings &
loan holding company) (1986-2001);
Director, Howe Barnes Investments
(since January 2002)

* Messrs. John Calamos and Nick Calamos are trustees who are "interested
persons" of the Fund as defined in the Investment Company Act of 1940 (the
"1940 Act") because they are affiliates of CAM and CFS. Nick Calamos is a
nephew of John Calamos.

** Weston W. Marsh is a trustee who is considered an "interested person" of the
Fund through October 2004 as defined in the 1940 Act because he is a partner
of a law firm that has performed work for one or more principal underwriters.
Upon the advice of counsel to the Fund, the Fund does not believe that Mr.
Marsh is an "interested person" of CAM.

The address of Messrs. John Calamos and Nick Calamos is 1111 East
Warrenville Road, Naperville, Illinois 60563-1493. The address of Mr. Dowen is
Department of Finance, Northern Illinois University, DeKalb, Illinois 60115; Mr.
Hanauer's is 361 Forest Avenue, Suite 200, Laguna Beach, California 92651; Mr.
Neal's is 309 Sterling Road, Kenilworth, Illinois 60043; Mr. Marsh's is 311
South Wacker Drive, Suite 3000, Chicago, IL 60606-6677; and Mr. Rybak's is 12813
Misty Harbour Lane, Palos Park, IL 60464.

OFFICERS. Messrs. John Calamos and Nick Calamos are president and vice
president of the Fund, respectively. 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 Fund, age, principal occupation during
the past five years, other directorships, and the date on which he or she first
became an officer of the Fund. Each officer serves until his or her successor is
chosen and qualified or until his or her resignation or removal by the board of
trustees.

POSITION(S) HELD WITH THE
NAME AND AGE AT FUND AND DATE FIRST ELECTED PRINCIPAL OCCUPATION(S) DURING PAST
JANUARY 1, 2003 OR APPOINTED TO OFFICE 5 YEARS AND OTHER DIRECTORSHIPS HELD

Rhowena Blank, 34 Treasurer (May 2002) Vice President -- Operations, CAM
(since 1999); Vice President, CFS
(since 2000); Director of
Operations, Christian Brothers
Investment Services (1998-1999);
and Audit Manager, Ernst & Young,
LP (1994-1998)
Patrick H. Dudasik, 47 Vice President (May 2002) Executive Vice President, Chief
Financial Officer and
Administrative Officer, and
Treasurer of Calamos Holdings,
Inc., CAM and CFS (since 2001);
Chief Financial Officer, David
Gomez and Associates, Inc.
(1998-2001); and Chief Financial
Officer, Scudder Kemper
Investments, Inc. prior thereto
James S. Hamman, Jr., 33 Secretary (May 2002) Executive Vice President and General
Counsel, Calamos Holdings, Inc.,
CAM and CFS (since 1998)
Jeff Lotito, 30 Assistant Treasurer (May Operations Manager, CAM (since
2002) 2000); Manager -- Fund
Administration, Van Kampen
(1999-2000); Supervisor --
Corporate Accounting, Stein Roe
and Farnham (1998-1999); and
Supervisor -- Financial Reporting,
Scudder Kemper Investments, Inc.
prior thereto

The address of each officer is 1111 East Warrenville Road, Naperville,
Illinois 60563-1493.

COMMITTEES OF THE BOARD OF TRUSTEES. The Fund's board of trustees
currently has three standing committees:

- Executive Committee. Messrs. John Calamos and Nick Calamos are members
of the 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. Dowen, Hanauer, Neal and Rybak serve on the
audit committee. The audit committee recommends independent auditors to
the trustees, approves services to be rendered by the auditors, monitors
the auditors' performance, reviews the results of the Fund's audit,
determines whether to recommend to the board that the Fund's audited
financial statements be included in the Fund's annual report and
responds to other matters deemed appropriate by the board of trustees.

- Governance Committee. Messrs. Dowen, Hanauer, Neal and Rybak serve on
the governance committee. The governance committee oversees the
independence and effective functioning of the board of trustees and
endeavors to be informed about good practices for mutual fund boards.
The members of the governance committee make recommendations to the
board of trustees regarding candidates for election as non-interested
trustees. The governance committee will not consider shareholder
recommendations regarding candidates for election as trustees.

In addition to the above committees, there is a pricing committee
comprised of officers of the Fund and employees of CAM.

During the fiscal year ended October 31, 2002, the board of trustees held
four meetings, the executive committee held two meetings, the audit committee
held two meetings and the governance committee held one meeting. 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 Fund does not compensate any of the trustees who
are affiliated persons of CAM. The following table sets forth certain
information with respect to the compensation paid by the

Fund and the Fund Complex during the periods indicated to each of the current
trustees.

THE FUND FUND COMPLEX**
NAME 05/07/02-10/31/02 1/01/02-12/31/02+

John P. Calamos $ 0 $ 0
Nick P. Calamos 0 0
Weston W. Marsh* 9,625 35,250
Richard J. Dowen 9,947 44,000
Joe F. Hanauer 9,947 44,000
John E. Neal 9,947 44,000
William Rybak* 9,947 35,250

+ Includes fees deferred during the year pursuant to a deferred compensation
plan. Deferred amounts are treated as though such amounts have been invested
and reinvested in shares of one or more of the Calamos Funds selected by the
trustee. As of December 31, 2002 the value of John Neal's deferred
compensation account was $43,603.

* Messrs. Marsh and Rybak became trustees of Calamos Investment Trust and
Calamos Advisors Trust in March 2002.

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

The Fund has adopted a deferred compensation plan (the "Plan"). Under the
Plan, a trustee who is not an "interested person" of CAM ("participating
trustees") may defer receipt of all or a portion of his compensation from the
Fund in order to defer payment of income taxes or for other reasons. The
deferred compensation payable to the participating trustee is credited to the
trustee's deferral account as of the business day such compensation would have
been paid to the trustee. The value of a 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 portfolios of
Calamos Investment Trust as designated by the 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 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 trustee's beneficiaries.

REQUIRED VOTE. The vote of a plurality of all shares of the Fund voted at
a meeting at which there is a quorum is required to elect the nominees as
trustees of the Fund. "Plurality" means that the individuals who receive the
largest number of votes cast are elected as trustees up
7

to the maximum number of trustees to be chosen at the meeting. Therefore, the
two individuals receiving the highest number of votes cast at the meeting will
be elected. Each share is entitled to one vote, and one-third of the shares of
the Fund entitled to vote is a quorum for the Fund.

BOARD RECOMMENDATION

THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
OF THE FUND VOTE "FOR" EACH NOMINEE.

OTHER MATTERS

The board of trustees of the 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 Fund had the following numbers of
shares issued and outstanding:

COMMON SHARES AMPS

43,334,540 8,160

At December 31, 2002, to the knowledge of the Fund, no person beneficially
owned (as determined in accordance with rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the "1934 Act")) 5% or more of the outstanding shares
of the Fund.

At December 31, 2002, each trustee beneficially owned (as determined
pursuant to Rule 16a-1(a)(2) under the 1934 Act) shares of

the Fund and of all Funds in the Fund Complex having values within the indicated
dollar ranges.

AGGREGATE DOLLAR
RANGE OF SHARES IN THE
TRUSTEE FUND FUND COMPLEX

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

At December 31, 2002, each trustee, and the trustees and officers as a
group, beneficially owned (as determined pursuant to Rule 13d-3 under the 1934
Act) shares of the Fund (or percentage of outstanding shares) as follows:

NUMBER
TRUSTEE OF SHARES %

John P. Calamos 1,000 *
Nick P. Calamos 2,000 *
Weston W. Marsh 0 0
Richard J. Dowen 0 0
Joe F. Hanauer 0 0
John E. Neal 18,000 *
William R. Rybak 0 0
Trustees and Officers as a group (11 persons) 21,000 *

* Indicates less than 1%.

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.

The expenses of preparing, printing and mailing the enclosed proxy and,
the accompanying notice and this proxy statement and all other costs, in
connection with the solicitation of proxies will be borne by the Fund. The Fund
may also reimburse banks, brokers and others

for their reasonable expenses in forwarding proxy solicitation material to the
beneficial owners of shares of the Fund. 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 Fund, CAM,
the Fund's transfer agent, or by brokers or their representatives or by a
solicitation firm that may be engaged by the Fund to assist in proxy
solicitations. Any costs associated with such additional solicitation are not
anticipated to be significant.

Householding. The Fund reduces 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 Fund at
1-800-582-6959 or write to the Fund 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 Fund at the Fund's offices located at 1111 East Warrenville
Road, Naperville, Illinois 60563-1493; (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
the Fund entitled to vote present in person or represented by proxy constitutes
a quorum for electing the trustees of the 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 the 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 the 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 1934 Act require
the Fund's board members 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 and reports of ownership and changes in ownership of the Fund's 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 Fund with copies of all Section 16(a) forms they file. Based on a review of
those forms furnished to the Fund, the Fund believes that its board members and
officers, investment adviser and affiliated persons of the investment adviser
have complied with all applicable Section 16(a) filing requirements during its
last fiscal year; however, the Fund determined that John P. Calamos, Jr. and Jim
Greenwalt did not file their initial Form 3s on a timely basis. To the knowledge
of management of the Fund, no shareholder of the Fund beneficially owns more
than 10% of a registered class of the Fund's equity securities.

AUDIT COMMITTEE REPORT

The audit committee 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. The committee also
recommends to the board the selection of the Fund's independent auditors.

The committee is currently composed of four members and operates under a
written charter adopted and approved by the board, which is attached hereto as
Appendix A and will be attached every third year going forward. Each committee
member is "independent" as defined by New York Stock Exchange standards.

The 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 committee has also discussed with the independent auditors the matters
required to be discussed by Statement on Auditing
11

Standards No. 61 (Communications with Audit Committees). The Fund's independent
auditors provided to the committee the written disclosure required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and the committee discussed with representatives of the independent
auditor their firm's independence.

Based on the committee's review and discussions with management and the
independent auditors, the representations of management and the report of the
independent auditors to the committee, the committee recommended that the board
include the audited financial statements in the Fund's annual report.

INDEPENDENT AUDITORS

The Fund's board of trustees has appointed Ernst & Young LLP ("E&Y"),
independent public accountants, as independent auditors to audit the books and
records of the Fund for its fiscal year. A representative of E&Y will be present
at the meeting to make a statement, if such representative so desires, and to
respond to shareholders' questions.

AUDIT AND RELATED FEES

AUDIT FEES. For professional services rendered with respect to the audit
of the Fund's annual financial statement for its most recent fiscal year, the
Fund paid to E&Y fees in the approximate amount of $11,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. The Fund,
CAM and affiliates of CAM performing services for the Fund paid no fees to E&Y
during the Fund's most recent fiscal year for information systems design and
implementation.

ALL OTHER FEES. The Fund paid fees to E&Y during its most recent fiscal
year for services other than those described above in the amount of
approximately $15,500. CAM and its affiliates performing services for the Fund
paid approximately $35,000 in fees to E&Y during the Fund's most recent fiscal
year for services other than those described above.

The audit committee of the board of trustees has considered whether the
provision of services other than audit services, by E&Y to the Fund, CAM and
affiliates of CAM that provide services to the Fund
12

is compatible with maintaining E&Y's independence in performing audit services.

SHAREHOLDER PROPOSALS

A proposal by a shareholder for consideration at the 2004 annual meeting
should be submitted in writing pursuant to Rule 14a-8 of the 1934 Act to the
Secretary of the Fund at its principal offices at 1111 East Warrenville Road,
Naperville, Illinois 60563-1493, not later than October 13, 2003. A shareholder
wishing to provide notice in the manner prescribed by Rule 14a-4(c)(1) of a
proposal submitted outside of the process of Rule 14a-8 must submit such written
notice to the Fund not later than December 26, 2003. Upon submitting a proposal,
the shareholder shall provide the Fund with a written notice that includes the
shareholder's name and address, the number of shares of the Fund that such
shareholder holds of record or beneficially, the dates upon which such shares
were acquired, and documentary support for a claim of beneficial ownership.
Timely submission of a proposal does not mean such proposal will be included.

By Order of the Board of Trustees of
CALAMOS CONVERTIBLE OPPORTUNITIES and
INCOME FUND,

James S. Hamman, Jr.
Secretary

February 10, 2003

CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND

AUDIT COMMITTEE CHARTER
(adopted by the Board of Trustees on May 7, 2002)

ORGANIZATION

This charter has been adopted by the Board of Trustee of Calamos
Convertible Opportunities and Income Fund (the "Trust"). The members of the
Audit Committee of the Board of Trustees of the Trust shall be appointed by the
Board, which shall also designate a chair of the committee. Each member of the
committee shall be a member of the Board who: (a) is not an "interested person"
of the Trust, as defined in the Investment Company Act of 1940, (b) is free of
any relationship with the management of the Trust or its investment adviser (the
"Adviser"), that, in the opinion of the Board, would interfere with the member's
exercise of independent judgment as a committee member, and (c) meets the
independence requirements set forth in New York Stock Exchange Rule
303.01(B)(3). All members of the committee shall have a working familiarity with
basic finance and accounting practices, and at least one member shall have
accounting or related financial management expertise. Committee members may
enhance their familiarity with finance and accounting by participating in
educational programs from time to time, at the expense of the Fund.

Meetings of the Audit Committee shall be held at such times and places as
determined from time to time by the Audit Committee. The chairman of the Audit
Committee may call meetings of the Audit Committee at any time. A majority of
the members of the Audit Committee shall constitute a quorum for purposes of
transacting business at any meeting of the Audit Committee.

PURPOSES

The purposes of the Audit Committee are:

1. to oversee the Trust's accounting and financial reporting policies and
practices, its internal controls and, as appropriate in its judgment,
the internal controls of certain service providers;

2. to oversee the quality and objectivity of the financial statements of
the Trust and the independent audits thereof; and

A-1

3. to act as liaison between the Trust's independent auditors and the full
Board.

RESPONSIBILITIES

The Audit Committee will:

1.SELECTION OF AUDITORS. Identify the independent auditors to be
recommended for selection by the Board of Trustees to audit the
financial statements of the Trust, and review the auditors' fees to
determine whether those fees appear to be appropriate for the services
rendered, on the condition that the independent auditors are ultimately
accountable to the Board and the committee and that the committee and
the Board, consistent with the requirements of the Investment Company
Act of 1940 and relevant state law, have the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the
independent auditors (or to nominate the independent auditors to be
proposed for shareholder approval in any proxy statement).

2.SCOPE OF AUDIT. Meet with the independent auditors and management of the
Trust to review the scope of the proposed audit for the current year and
the audit procedures to be performed.

3.REVIEW OF AUDIT RESULTS. Meet with the independent auditors and
management of the Trust at the conclusion of the audit to review the
results of the audit, including:

a. The independent auditors' audit of the Trust's annual financial
statements, including notes thereto and the auditors' report
thereon, and any significant audit findings.

b. The independent auditors' comments regarding any significant
estimates by management.

c. The independent auditors' judgments about the quality of, and the
adequacy of disclosures in, the Trust's financial statements in
relation to generally accepted accounting principles.

d. Any significant difficulties or disputes with management
encountered during the course of the audit.

e. Any significant changes to the audit plan.

A-2

f. Other matters related to the conduct of the audit that are to be
communicated to the Audit Committee under generally accepted
auditing standards, including, but not limited to, the matters
required to be discussed by Statements on Auditing Standards Nos.
61 (Communications with Audit Committees), 89 (Audit Adjustments)
and 90 (Audit Committee Communications).

g. Any other comments or recommendations of the independent auditors.

4.REVIEW OF FINANCIAL STATEMENTS. Review with management of the Trust and
the independent auditors, the Trust's audited financial statements, and
recommend to the Board, if appropriate, that the audited financial
statements be included in the Trust's annual report to shareholders
required by Section 30(e) of the Investment Company Act of 1940 and Rule
30d-1 thereunder.

5.INDEPENDENCE OF AUDITORS. Obtain confirmation from the independent
auditors regarding their independence (including, but not limited to,
disclosures regarding the independent auditors' independence required by
Independence Standards Board Standard No. 1), review the nature and
scope of, and fees for, any management consulting services provided by
the independent auditors to the Trust or the Adviser and recommend that
the Board take appropriate action, if any, in response to the
independent auditors' report to satisfy itself of the independent
auditors' independence.

6. INTERNAL CONTROLS OF TRUST. Review with the independent auditors and
management of the Trust the adequacy and effectiveness of the Trust's
internal controls and elicit any recommendations for improving the
internal controls or particular areas where new or more detailed
controls or procedures may be desirable.

7. INTERNAL CONTROLS OF CUSTODIAN. Review with the independent auditors
and management of the Trust the adequacy and effectiveness of internal
controls of the Trust's custodian, including significant comments on
such controls by auditors of the custodian.

8. LEGAL AND REGULATORY DEVELOPMENTS. Review legal and regulatory matters
brought to the committee's attention that may
A-3

have a material effect on the financial statements of the Trust, the
related compliance policies and programs of the Trust, any inspection
or compliance report submitted by a regulator to the Trust or to the
Adviser and any response to such report.

9. EVALUATION OF ACCOUNTING FUNCTION. Meet with the independent auditors,
without management of the Trust present, to review the independent
auditors' evaluation for the Trust's accounting policies and financial
disclosure practices, the efficiency and effectiveness of the personnel
responsible for the Trust's accounting and financial affairs, the
cooperation that the independent auditors received during the course of
the audit, and such other matters as the Audit Committee considers
appropriate.

10. PERFORMANCE OF AUDITORS. Meet with management of the Trust, without
the independent auditors present, to discuss the performance of the
independent auditors.

11. REVIEW OF CHARTER. Review the Audit Committee charter annually and
recommend any proposed changes to the full Board.

12. MINUTES. Maintain minutes or other records of its meetings and
activities and report to the Board as to the results of its meetings
and activities and whether it has fulfilled the fulfillment of its
responsibilities in compliance with this charter.

Although the Audit Committee has the responsibilities set forth in this charter,
it is not the duty of the Audit Committee: (a) to plan or conduct audits; (b) to
determine that the financial statements of the Trust are complete, accurate or
in accordance with generally accepted accounting principles; (c) to conduct
investigations; (d) to resolve disagreements, if any, between management and the
independent auditors; nor (e) to assure compliance with laws, regulations or
policies of the Trust.

A-4

PROXY

CALAMOS CONVERTIBLE
OPPORTUNITIES AND INCOME FUND

--------------------------------------------------------------------------------

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE ANNUAL MEETING OF SHAREHOLDERS - MARCH 5, 2003

The undersigned appoints John P. Calamos, Nick P. Calamos and James S. Hamman,
Jr., or any 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 CONVERTIBLE OPPORTUNITIES AND INCOME FUND to be held on March 5, 2003
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)

CALAMOS CONVERTIBLE OPPORTUNITIES & INCOME FUND
P.O. BOX 11068
NEW YORK, N.Y. 10203-0068

[ ] PLEASE VOTE, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE

VOTES MUST BE INDICATED [X] IN BLACK OR BLUE INK

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

1. ELECTION OF TRUSTEES:

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]

Nominees: (01) Joe F. Hanauer and (02) John E. Neal.

--------------------------------------------------------------------------------
(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
above.)

CHECK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]

TO CHANGE YOUR ADDRESS, PLEASE MARK THIS BOX [ ]

TO INCLUDE ANY COMMENTS, PLEASE MARK THIS BOX [ ]

Please sign exactly as your name appears.
If acting as attorney, executor, trustee,
or in representative capacity, sign name
and indicate title.

DATE SHARE OWNER SIGN HERE CO-OWNER SIGN HERE

-------- ------------------------ ----------------------