PROSPECTUS
$180,000,000
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
AUCTION MARKET PREFERRED SHARES ("AMPS")
2,400 SHARES, SERIES W28
2,400 SHARES, SERIES TH7
2,400 SHARES, SERIES F7
LIQUIDATION PREFERENCE $25,000 PER SHARE
----------------------
Calamos Convertible Opportunities and Income Fund (the "Fund") is a
diversified, closed-end management investment company. The Fund's investment
objective is to provide total return, through a combination of capital
appreciation and current income. Under normal circumstances, the Fund will
invest at least 80% of its managed assets in a diversified portfolio of
convertible securities and non-convertible income securities. The portion of the
Fund's assets invested in convertible securities and non-convertible income
securities will vary from time to time consistent with the Fund's investment
objective, changes in equity prices and changes in interest rates and other
economic and market factors, although, under normal circumstances, the Fund will
invest at least 35% of its managed assets in convertible securities. "Managed
assets" means the total assets of the Fund (including any assets attributable to
any leverage that may be outstanding) minus the sum of accrued liabilities
(other than debt representing financial leverage). A substantial portion of the
Fund's assets may be invested in below investment grade (high yield, high risk)
securities. Below investment grade (high yield, high risk) securities are rated
Ba or lower by Moody's Investors Service, Inc. ("Moody's") or BB or lower by
Standard & Poor's Ratings Group, a division of The McGraw Hill Companies
("Standard & Poor's") or are unrated securities of comparable quality as
determined by the Fund's investment adviser. Below investment grade securities
are commonly referred to as "junk bonds" and are considered speculative with
respect to the issuer's capacity to pay interest and repay principal. They
involve greater risk of loss, are subject to greater price volatility and are
less liquid, especially during periods of economic uncertainty or change, than
higher rated debt securities. There can be no assurance that the Fund will
achieve its investment objective.
(continued on following page)
INVESTING IN THE FUND'S AMPS INVOLVES RISKS THAT ARE DESCRIBED IN "RISK
FACTORS" BEGINNING ON PAGE 25 OF THIS PROSPECTUS. THE MINIMUM PURCHASE AMOUNT OF
THE AMPS IS $25,000.
----------------------
PER SHARE TOTAL
--------- -----
Public offering price....................................... $25,000 $180,000,000
Sales load.................................................. $250 $1,800,000
Proceeds, before expenses, to the Fund(1)................... $24,750 $178,200,000
(1) Total expenses of issuance and distribution are estimated to be
$223,000.
Neither the Securities and Exchange Commission nor any State Securities
Commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The underwriters are offering the AMPS subject to various conditions. The
underwriters expect to deliver the AMPS in book-entry form, through the
facilities of The Depository Trust Company on or about November 14, 2003.
----------------------
MERRILL LYNCH & CO.
----------------------
The date of this prospectus is November 12, 2003.
(continued from previous page)
This prospectus sets forth concisely the information about the Registrant
that a prospective investor ought to know before investing. You should read the
prospectus, which contains important information about the Fund, before deciding
whether to invest in the AMPS and retain it for future reference. A Statement of
Additional Information, dated November 12, 2003, containing additional
information about the Fund, has been filed with the Securities and Exchange
Commission and is incorporated by reference in its entirety into this
prospectus. You may request a free copy of the Statement of Additional
Information, the table of contents of which is on page 54 of this prospectus, by
calling 1-800-582-6959 or by writing to the Fund. You can review and copy
documents the Fund has filed at the Securities and Exchange Commission's Public
Reference Room in Washington, D.C. Call 1-202-942-8090 for information. The
Commission charges a fee for copies. You can get the same information free from
the Commission's EDGAR database on the Internet (http://www.sec.gov). You may
also e-mail requests for these documents to publicinfo@sec.gov or make a request
in writing to the Commission's Public Reference Section, Washington, D.C.
20549-0102.
The AMPS do not represent a deposit or obligation of, and are not
guaranteed or endorsed by, any bank or other insured depository institution and
are not federally insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other government agency.
The Fund is offering 2,400 shares of Series W28 AMPS, 2,400 shares of
Series TH7 AMPS and 2,400 shares of Series F7 AMPS. The shares are referred to
in this prospectus as "AMPS." The offering of the AMPS represents the Fund's use
of leverage. Except as otherwise described in this Prospectus, the terms of this
offering and all other series of AMPS of the Fund previously offered are the
same. The AMPS have a liquidation preference of $25,000 per share, plus any
accumulated, unpaid dividends. The AMPS also have priority over the Fund's
common shares as to distribution of assets as described in this prospectus. It
is a condition of closing this offering that the AMPS be offered with a rating
of "Aaa" from Moody's and "AAA" from Fitch Ratings ("Fitch").
The dividend rate for the initial dividend rate period will be 1.18% for
Series W28, 1.20% for Series TH7 and 1.20% for Series F7. The initial rate
period is from the date of issuance through, December 10, 2003 for Series W28,
November 20, 2003 for Series TH7 and November 21, 2003 for Series F7. Series W28
will have an initial rate period of 27 days, Series TH7 will have an initial
rate period of 7 days and Series F7 will have an initial rate period of 10 days.
For subsequent rate periods, AMPS pay dividends based on a rate set at auction,
usually held weekly in the case of Series TH7 and Series F7 and every 28 days in
the case of Series W28. Dividends on the AMPS will be cumulative. Prospective
purchasers should carefully review the auction procedures described in this
prospectus and should note: (1) a buy order (called a "bid order") or sell order
is a commitment to buy or sell AMPS based on the results of an auction; and (2)
purchases and sales will be settled on the next business day after the auction.
The AMPS are redeemable, in whole or in part, at the option of the Fund on
the second business day prior to any date dividends are paid on the AMPS, and
will be subject to mandatory redemption in certain circumstances at a redemption
price of $25,000 per share, plus accumulated, unpaid dividends to the date of
redemption, plus a premium in certain circumstances. The AMPS are not redeemable
by the holders of AMPS.
THE AMPS WILL NOT BE LISTED ON AN EXCHANGE. YOU MAY ONLY BUY OR SELL AMPS
THROUGH AN ORDER PLACED AT AN AUCTION WITH OR THROUGH A BROKER-DEALER THAT HAS
ENTERED INTO AN AGREEMENT WITH THE AUCTION AGENT AND THE FUND OR IN A SECONDARY
MARKET MAINTAINED BY CERTAIN BROKER-DEALERS. THESE BROKER-DEALERS ARE NOT
REQUIRED TO MAINTAIN THIS MARKET, AND IT MAY NOT PROVIDE YOU WITH LIQUIDITY.
TABLE OF CONTENTS
PAGE
----
Prospectus Summary.......................................... 4
Financial Highlights........................................ 15
The Fund.................................................... 16
Use of Proceeds............................................. 16
Capitalization (Unaudited).................................. 17
Portfolio Composition....................................... 17
The Fund's Investments...................................... 18
Leverage.................................................... 21
Risk Factors................................................ 25
Management of the Fund...................................... 32
Description of AMPS......................................... 35
The Auction................................................. 43
Description of Borrowings................................... 46
Description of Common Shares................................ 47
Federal Income Tax Matters.................................. 47
Certain Provisions of the Agreement and Declaration of Trust
and By-Laws............................................... 50
Custodian, Auction Agent, Transfer Agent, Dividend Paying
Agent and Registrar....................................... 51
Underwriting................................................ 52
Legal Opinions.............................................. 53
Available Information....................................... 53
Table of Contents for the Statement of Additional
Information............................................... 54
---------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT, AND THE UNDERWRITERS HAVE NOT, AUTHORIZED ANY OTHER PERSON TO PROVIDE
YOU WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES YOU WITH DIFFERENT OR
INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. WE ARE NOT, AND THE
UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU SHOULD ASSUME THAT
THE INFORMATION APPEARING IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF
THIS PROSPECTUS. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND
PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.
3
PROSPECTUS SUMMARY
This is only a summary. This summary may not contain all of the information
that you should consider before investing in the Fund's AMPS. You should review
the more detailed information contained in this prospectus and in the Statement
of Additional Information, especially the information set forth under the
heading "Risk Factors." Capitalized terms used but not defined in this
prospectus shall have the meanings given to such terms in the Form of Amended
and Restated Statement of Preferences of Auction Market Preferred Shares,
attached as Appendix A to the Statement of Additional Information.
THE FUND...................... Calamos Convertible Opportunities and Income
Fund is a diversified, closed-end management
investment company. Throughout the prospectus,
we refer to Calamos Convertible Opportunities
and Income Fund as the "Fund" or as "we," "us,"
or "our." See "The Fund." The Fund's common
shares are traded on the New York Stock
Exchange under the symbol "CHI." As of October
31, 2003, the Fund had 43,904,538 common shares
outstanding, 8,160 AMPS outstanding and net
assets of $790,763,512. The Fund's principal
offices are located at 1111 East Warrenville
Road, Naperville, Illinois 60563.
THE OFFERING.................. We are offering three new series of AMPS as
follows: 2,400 Series W28 AMPS, 2,400 Series
TH7 AMPS and 2,400 Series F7 AMPS, each at a
purchase price of $25,000 per share. The AMPS
are offered through a group of underwriters led
by Merrill Lynch & Co. ("Merrill Lynch").
The AMPS entitle their holders to receive cash
dividends at an annual rate that may vary for
the successive dividend periods for the AMPS.
In general, except as described under
"-- Dividends and Dividend Periods" below and
"Description of AMPS -- Dividends and Dividend
Periods," the dividend period for the Series
TH7 AMPS and Series F7 AMPS will be seven days
and the dividend period for the Series W28 AMPS
will be 28 days. The auction agent will
determine the dividend rate for a particular
period by an auction conducted on the business
day immediately prior to the start of that rate
period. See "The Auction."
The AMPS are not listed on an exchange.
Instead, investors may buy or sell AMPS in an
auction by submitting orders to broker-dealers
that have entered into an agreement with the
auction agent and the Fund.
Generally, investors in AMPS will not receive
certificates representing ownership of their
shares. The securities depository (The
Depository Trust Company or any successor) or
its nominee for the account of the investor's
broker-dealer will maintain record ownership of
AMPS in book-entry form. An investor's
broker-dealer, in turn, will maintain records
of that investor's beneficial ownership of
AMPS.
An investor should consider whether to invest
in a particular Series based on the series'
rate of return, the investor's time horizon for
investment, and the investor's liquidity
preference. In this offering, investors can
choose between three tranches. The Series TH7
and Series F7 AMPS usually have a seven day
4
dividend period and the Series W28 AMPS usually
has a 28 day dividend period. The Series W28
AMPS may be suited for investors with a longer
investment horizon. For each Series, the Fund
may, subject to certain conditions, designate
special rate periods of more than seven or 28
days, as applicable.
INVESTMENT OBJECTIVE.......... The Fund's investment objective is to provide
total return, through a combination of capital
appreciation and current income. There can be
no assurance that the Fund will achieve its
investment objective. See "Investment Objective
and Principal Investment
Strategies -- Investment Objective."
INVESTMENT POLICIES........... Primary Investments. Under normal
circumstances, the Fund invests at least 80% of
its managed assets in a diversified portfolio
of convertible securities and non-convertible
income securities. The portion of the Fund's
assets invested in convertible securities and
non-convertible income securities will vary
from time to time consistent with the Fund's
investment objective, changes in equity prices
and changes in interest rates and other
economic and market factors, although, under
normal circumstances, the Fund will invest at
least 35% of its managed assets in convertible
securities. "Managed assets" means the total
assets of the Fund (including any assets
attributable to any leverage that may be
outstanding) minus the sum of accrued
liabilities (other than debt representing
financial leverage). For this purpose, the
liquidation preference on any preferred shares
will not constitute a liability. The Fund
invests in securities with a broad range of
maturities. The average term to maturity of the
Fund's securities will typically range from
five to ten years. See "Investment Objective
and Principal Investment
Strategies -- Principal Investment Strategies."
Convertible Securities. The Fund is not
limited in the percentage of its assets
invested in convertible securities and
investment in convertible securities forms an
important part of the Fund's investment
strategies. Under normal circumstances, the
Fund will invest at least 35% of its managed
assets in convertible securities. A convertible
security is a debt security or preferred stock
that is exchangeable for an equity security of
the issuer at a predetermined price (the
"conversion price"). Depending upon the
relationship of the conversion price to the
market value of the underlying security, a
convertible security may trade more like an
equity security than a debt instrument. See
"Investment Objective and Principal Investment
Strategies -- Principal Investment
Strategies -- Convertible Securities."
Synthetic Convertible Securities. Calamos
Asset Management, Inc. ("Calamos"), the Fund's
investment adviser, may also create a
"synthetic" convertible security by combining
separate securities that possess the two
principal characteristics of a true convertible
security, i.e., a fixed-income security
("fixed-income component") and the right to
acquire an equity security ("convertible
component"). The fixed-income component is
achieved by investing in non-convertible,
fixed-income securities
5
such as bonds, preferred stocks and money
market instruments. The convertible component
is achieved by investing in warrants or options
to buy common stock at a certain exercise
price, or options on a stock index. The Fund
may also purchase synthetic securities created
by other parties, typically investment banks,
including convertible structured notes.
Different companies may issue the fixed-income
and convertible components which may be
purchased separately, and at different times.
The Fund's holdings of synthetic convertible
securities are considered convertible
securities for purposes of the Fund's policy to
invest at least 35% of its managed assets in
convertible securities and 80% of its managed
assets in a diversified portfolio of
convertible securities and non-convertible
income securities. See "Investment Objective
and Principal Investment
Strategies -- Principal Investment
Strategies -- Synthetic Convertible
Securities."
Non-Convertible Income Securities. The Fund
will also invest in non-convertible income
securities. The Fund's investments in
non-convertible income securities may have
fixed or variable principal payments and all
types of interest rate and dividend payment and
reset terms, including fixed rate, adjustable
rate, zero coupon, contingent, deferred,
payment in kind and auction rate features. See
"Investment Objective and Principal Investment
Strategies -- Principal Investment
Strategies -- Non-Convertible Income
Securities."
High Yield Securities. A substantial portion
of the Fund's assets may be invested in below
investment grade (high yield, high risk)
securities. These securities are rated Ba or
lower by Moody's or BB or lower by Standard &
Poor's or are unrated securities of comparable
quality as determined by Calamos, the Fund's
investment adviser. The Fund may invest in high
yield securities of any rating. Debt securities
rated below investment grade are commonly
referred to as "junk bonds" and are considered
speculative with respect to the issuer's
capacity to pay interest and repay principal.
They involve greater risk of loss, are subject
to greater price volatility and are less
liquid, especially during periods of economic
uncertainty or change, than higher rated debt
securities. See "Investment Objective and
Principal Investment Strategies -- Principal
Investment Strategies -- High Yield
Securities."
Foreign Issuers. While the Fund primarily
invests in securities of U.S. issuers, the Fund
may invest up to 25% of its net assets in
securities of foreign issuers, including debt
and equity securities of corporate issuers and
debt securities of government issuers in
developed and emerging markets. A foreign
issuer is a company organized under the laws of
a foreign country that is principally traded in
the financial markets of a foreign country. For
purposes of the 25% limitation, foreign
securities do not include securities
represented by American Depository Receipts
("ADRs") or securities guaranteed by a U.S.
person. See
6
"Investment Objective and Principal Investment
Strategies -- Principal Investment
Strategies -- Foreign Issuers."
Rule 144A Securities. The Fund may invest
without limit in securities that have not been
registered for public sale, but that are
eligible for purchase and sale by certain
qualified institutional buyers ("Rule 144A
Securities"). See "Investment Objective and
Principal Investment Strategies -- Principal
Investment Strategies -- Rule 144A Securities."
Other Securities. The Fund may invest in other
securities of various types. Normally, the Fund
invests substantially all of its assets to meet
its investment objective. For temporary
defensive purposes, the Fund may depart from
its principal investment strategies and invest
part or all of its assets in securities with
remaining maturities of less than one year,
cash equivalents, or may hold cash. During such
periods, the Fund may not be able to achieve
its investment objective. See "The Fund's
Investments -- Principal Investment
Strategies -- Temporary Defensive Investments."
USE OF LEVERAGE BY THE FUND... The Fund may, but is not required to, use
financial leverage for investment purposes. In
addition to issuing AMPS, the Fund may borrow
money or issue debt securities such as
commercial paper or notes. Throughout the
prospectus, borrowing money and issuing debt
securities sometimes may be collectively
referred to as "Borrowings." Any Borrowings
will have seniority over AMPS and payments to
holders of AMPS in liquidation or otherwise
will be subject to the prior payment of any
Borrowings. As a non-fundamental policy,
financial leverage (the total of AMPS or other
preferred shares and any Borrowings) may not
exceed 38% of the Fund's total assets. Since
Calamos' fee is based upon a percentage of the
Fund's managed assets, which include assets
attributable to any outstanding leverage, the
investment management fee will be higher if the
Fund is leveraged and Calamos will have an
incentive to be more aggressive and leverage
the Fund. Calamos intends only to leverage the
Fund when it believes that the potential return
on such additional investments is likely to
exceed the costs incurred in connection with
the borrowing. See "Leverage."
INTEREST RATE TRANSACTIONS.... In connection with the Fund's anticipated use
of leverage through the sale of AMPS or
Borrowings, the Fund may enter into interest
rate swap or cap transactions. The use of
interest rate swaps and caps is a highly
specialized activity that involves investment
techniques and risks different from those
associated with ordinary portfolio security
transactions.
In an interest rate swap, the Fund would agree
to pay to the other party to the interest rate
swap (which is known as the "counterparty") a
fixed rate payment in exchange for the
counterparty agreeing to pay to the Fund a
variable rate payment obligation on AMPS or any
variable rate Borrowings. The payment
obligations would be based on the notional
amount of the swap. The Fund's payment
obligations under the swap are
7
general unsecured obligations of the Fund and
are ranked senior to distributions under the
common shares and the AMPS.
In an interest rate cap, the Fund would pay a
premium to the counterparty to the interest
rate cap and, to the extent that a specified
variable rate index exceeds a predetermined
fixed rate, would receive from the counterparty
payments of the difference based on the
notional amount of such cap. If the
counterparty to an interest rate swap or cap
defaults, the Fund would be obligated to make
the payments that it had intended to avoid.
Depending on the general state of short-term
interest rates and the returns on the Fund's
portfolio securities at that point in time,
this default could negatively impact the Fund's
ability to make dividend payments on the AMPS.
In addition, at the time an interest rate swap
or cap transaction reaches its scheduled
termination date, there is a risk that the Fund
would not be able to obtain a replacement
transaction or that the terms of the
replacement would not be as favorable as on the
expiring transaction. If this occurs, it could
have a negative impact on the Fund's ability to
make dividend payments on the AMPS or interest
payments on Borrowings. If the Fund fails to
meet an asset coverage ratio required by law or
if the Fund does not meet a rating agency
guideline in a timely manner, the Fund may be
required to redeem some or all of the AMPS. See
"Redemption" below. Similarly, the Fund could
be required to prepay the principal amount of
Borrowings, if any. Such redemption or
prepayment would likely result in the Fund
seeking to terminate early all or a portion of
any swap or cap transaction. Early termination
of a swap could result in a termination payment
by or to the Fund. A termination payment by the
Fund would result in a reduction in common
share net earnings. Early termination of a cap
could result in a termination payment to the
Fund. The Fund intends to maintain in a
segregated account with its custodian, cash or
liquid securities having a value at least equal
to the Fund's net payment obligations under any
swap transaction, marked to market daily. Under
certain circumstances, the Fund may be required
to pledge the assets in such segregated account
to the counter-party. The Fund will not enter
into interest rate swap or cap transactions
having a notional amount that exceeds the
outstanding amount of the Fund's leverage.
See "Leverage -- Interest Rate Transactions"
for additional information.
INVESTMENT ADVISER............ Calamos is the Fund's investment adviser.
Calamos' principal offices are located at 1111
East Warrenville Road, Naperville, Illinois
60563. Calamos is responsible on a day-to-day
basis for investment of the Fund's portfolio in
accordance with its investment objective and
policies. Calamos makes all investment
decisions for the Fund and places purchase and
sale orders for the Fund's portfolio
securities. As of September 30, 2003, Calamos
managed approximately $20.2 billion in assets
of individuals and institutions. Calamos is a
wholly-owned
8
subsidiary of Calamos Holdings, Inc.
("Holdings"). Holdings is controlled by John P.
Calamos, who has been engaged in the investment
advisory business since 1977.
ADMINISTRATOR................. Princeton Administrators, L.P., an affiliate of
Merrill Lynch, serves as administrator for the
Fund.
RISK FACTORS SUMMARY.......... Risk is inherent in all investing. Therefore,
before investing in the AMPS you should
consider certain risks carefully. The primary
risks of investing in the AMPS are:
- the Fund will not be permitted to declare
dividends or other distributions with respect
to your AMPS or redeem your AMPS unless the
Fund meets certain asset coverage
requirements;
- if you try to sell your AMPS between auctions
you may not be able to sell any or all of
your shares or you may not be able to sell
them for $25,000 per share or $25,000 per
share plus accumulated dividends. If the Fund
has designated a special rate period, changes
in interest rates could affect the price you
would receive if you sold your shares in the
secondary market. You may transfer shares
outside of auction only to or through a
broker-dealer that has entered into an
agreement with the auction agent and the Fund
or other person as the Fund permits.
- if an auction fails you may not be able to
sell some or all of your shares;
- because of the nature of the market for AMPS,
you may receive less than the price you paid
for your shares if you sell them outside of
the auction, especially when market interest
rates are rising;
- a rating agency could downgrade the rating
assigned to the AMPS, which could affect
liquidity;
- the Fund may be forced to redeem your shares
at a time when it is not advantageous to meet
regulatory or rating agency requirements or
may voluntarily redeem your shares in certain
circumstances;
- in certain circumstances, the Fund may not
earn sufficient income from its investments
to pay dividends;
- the AMPS will be junior to any Borrowings;
- any Borrowing may constitute a substantial
lien and burden on the AMPS by reason of its
priority claim against the income of the Fund
and against the net assets of the Fund in
liquidation;
- if the Fund leverages through Borrowings, the
Fund may not be permitted to declare
dividends or other distributions with respect
to the AMPS or purchase AMPS unless at the
time thereof the Fund meets certain asset
coverage requirements and the payments of
principal and of interest on any such
Borrowings are not in default;
9
- the value of the Fund's investment portfolio
may decline, particularly during a rising
interest rate environment, reducing the asset
coverage for the AMPS. Market interest rates
currently are near historical lows.
- certain events, such as terrorist attacks
(including the terrorist attacks in the
United States on September 11, 2001), war and
other geopolitical events have led to
increased short-term market volatility and
may have long-term effects on U.S. and world
economies and markets. The Fund cannot
predict the effects of similar events on the
U.S. economy. Similar disruptions of the
financial markets could impact interest
rates, auctions, secondary trading, ratings,
credit risk, inflation and other factors
relating to securities or other financial
interests.
For additional information about the risks of
investing in AMPS and in the Fund, see "Risk
Factors."
In addition to the risks associated with
investing in the AMPS, an investor in the AMPS
will also be subject to the general risks
associated with the Fund's investment policy,
including the risks associated with convertible
securities, synthetic convertible securities,
high yield securities, illiquid investments,
foreign securities and interest rate
transactions. These risks are described in more
detail in "Risk Factors -- General Risks of
Investing in the Fund."
TRADING MARKET................ The AMPS will not be listed on an exchange.
Instead, you may buy or sell the AMPS at an
auction that normally is held every seven days
for the Series TH7 and Series F7 AMPS and every
28 days for the Series W28 AMPS by submitting
orders to a broker-dealer that has entered into
an agreement with the auction agent and the
Trust (a "Broker-Dealer"), or to a
broker-dealer that has entered into a separate
agreement with a Broker-Dealer. In addition to
the auctions, Broker-Dealers and other broker-
dealers may maintain a secondary trading market
in AMPS outside of auctions, but may
discontinue this activity at any time. There is
no assurance that a secondary market will
provide shareholders with liquidity. You may
transfer shares outside of auctions only to or
through a Broker-Dealer or a broker-dealer that
has entered into a separate agreement with a
Broker-Dealer.
The table below shows the first auction date
for each Series of AMPS offered in this
prospectus and the day on which each subsequent
auction will normally be held for each Series
of AMPS. The first auction date for each Series
of AMPS will be the business day before the
dividend payment date for the initial rate
period for that Series of AMPS. The start date
for subsequent rate periods will normally be
the business day following the auction date
unless the then-current rate period is
10
a special rate period or the first day of the
subsequent rate period is not a business day.
SUBSEQUENT
SERIES FIRST AUCTION DATE AUCTION DAY
------ ------------------ -------------
W28 December 10, 2003 Every 28 days
TH7 November 20, 2003 Thursday
F7 November 21, 2003 Friday
DIVIDENDS AND RATE PERIODS.... The table below shows the dividend rates, the
dividend payment dates and number of days for
the initial rate periods on each Series of AMPS
offered in this prospectus. For subsequent rate
periods, each Series of AMPS will pay dividends
based on a rate set at auctions, normally held
every seven days in the case of Series TH7 and
F7 AMPS and every 28 days in the case of Series
W28 AMPS. In most instances, dividends are
payable on the first business day following the
end of the rate period. The rate set at auction
will not exceed the maximum applicable rate.
See "Description of AMPS -- Dividends and Rate
Periods." Dividends on the AMPS will be
cumulative from the date the shares are first
issued and will be paid out of legally
available funds.
INITIAL SUBSEQUENT NUMBER OF DAYS
DIVIDEND DATE OF ACCUMULATION DIVIDEND PAYMENT DAY DIVIDEND OF INITIAL RATE
SERIES RATE AT INITIAL RATE FOR INITIAL RATE PERIOD PAYMENT DAY PERIOD
------ -------- -------------------- ----------------------- ------------ ---------------
W28 1.18% November 14, 2003 December 11, 2003 Every 28 27
days
TH7 1.20% November 14, 2003 November 21, 2003 Every Friday 7
F7 1.20% November 14, 2003 November 24, 2003 Every Monday 10
The Fund may, subject to certain conditions,
designate special rate periods of more than
seven or 28 days. A requested special rate
period will not be effective unless sufficient
clearing bids were made in the auction
immediately preceding the special rate period.
In addition, full cumulative dividends, any
amounts due with respect to mandatory
redemptions and any additional dividends
payable prior to such date must be paid in
full. In addition, the Fund does not intend to
designate a special rate period if such
designation would adversely affect Moody's or
Fitch's or any substitute rating agency's
then-current rating on the AMPS and Merrill
Lynch, if Merrill Lynch is acting as a
Broker-Dealer, objects to the designation of a
special rate period (the Fund may terminate the
agreement with any Broker-Dealer, including
Merrill Lynch upon five days notice). The
dividend payment date for special rate periods
will be set out in the notice designating a
special rate period. See "Description of
AMPS -- Dividends and Rate
Periods -- Designation of Special Rate Periods"
and "The Auction."
RATINGS....................... The Fund will issue AMPS only if such shares
have received a credit quality rating of "AAA"
from Fitch and "Aaa" from Moody's. These
ratings are an assessment of the capacity and
willingness of an issuer to pay preferred stock
obligations. The ratings are not a
recommendation to purchase, hold or sell those
shares inasmuch as the rating does not comment
as to market price or suitability for a
particular investor. The ratings described
11
above also do not address the likelihood that
an owner of AMPS will be able to sell such
shares in an auction or otherwise. The ratings
are based on current information furnished to
Fitch and Moody's by the Fund and Calamos and
information obtained from other sources. The
ratings may be changed, suspended or withdrawn
in the rating agencies' discretion as a result
of changes in, or the unavailability of, such
information. See "Description of AMPS -- Rate
Agency Guidelines and Asset Coverage."
ASSET MAINTENANCE............. Under the Fund's Amended and Restated Statement
of Preferences for AMPS (the "Statement"),
which establishes and fixes the rights and
preferences of the shares of each Series of
AMPS, the Fund must maintain:
- asset coverage of the AMPS as required by the
rating agency or agencies rating the AMPS,
and
- asset coverage of at least 200% with respect
to senior securities that are stock,
including the AMPS.
In the event that the Fund does not maintain or
cure these coverage tests, some or all of the
AMPS will be subject to mandatory redemption.
See "Description of AMPS -- Redemption."
Based on the composition of the Fund's
portfolio as of October 31, 2003, the asset
coverage of the AMPS as measured pursuant to
the 1940 Act would be approximately 305% if the
Fund were to issue all of the AMPS offered in
this Prospectus, representing approximately 33%
of the Fund's managed assets.
RESTRICTIONS ON DIVIDENDS,
REDEMPTION AND OTHER
PAYMENTS...................... If the Fund issues any Borrowings that
constitute senior securities representing
indebtedness (as defined in the 1940 Act),
under the 1940 Act, the Fund would not be
permitted to declare any dividend on AMPS
unless, after giving effect to such dividend,
asset coverage with respect to the Fund's
Borrowings that constitute senior securities
representing indebtedness, if any, is at least
200%. In addition, the Fund would not be
permitted to declare any distribution on or
purchase or redeem AMPS unless, after giving
effect to such distribution, purchase or
redemption, asset coverage with respect to the
Fund's Borrowings that constitute senior
securities representing indebtedness, if any,
is at least 300%. Dividends or other
distributions on or redemptions or purchases of
AMPS would also be prohibited at any time that
an event of default under the Borrowings, if
any, has occurred and is continuing. See
"Description of AMPS -- Restrictions on
Dividend, Redemption and Other Payments."
REDEMPTION.................... The Fund may be required to redeem shares if,
for example, the Fund does not meet an asset
coverage ratio required by law or to correct a
failure to meet a rating agency guideline in a
timely manner. The Fund voluntarily may redeem
AMPS under certain conditions. See "Description
of AMPS -- Redemption" and
12
"Description of AMPS -- Rating Agency
Guidelines and Asset Coverage."
LIQUIDATION PREFERENCE........ The liquidation preference for shares of each
Series of AMPS will be $25,000 per share plus
accumulated but unpaid dividends, if any,
whether or not declared. See "Description of
AMPS -- Liquidation."
VOTING RIGHTS................. The holders of preferred shares, including
AMPS, voting as a separate class, have the
right to elect at least two trustees of the
Fund at all times. The Board of Trustees will
determine to which class or classes the
Trustees elected by the holders of AMPS will be
assigned, and the holders of the AMPS will only
be entitled to elect the Trustees so designated
as being elected by the holders of the AMPS,
when their term will have expired and such
Trustees appointed by the holders of AMPS will
be allocated as evenly as possible among the
classes of Trustees.
Holders of AMPS also have the right to elect a
majority of the trustees in the event that two
years' dividends on the preferred shares are
unpaid. In each case, the remaining trustees
will be elected by holders of common shares and
preferred shares, including AMPS, voting
together as a single class. The holders of
preferred shares, including AMPS, will vote as
a separate class or classes on certain other
matters as required under the Fund's Agreement
and Declaration of Trust, the Investment
Company Act of 1940 (the "Investment Company
Act") and Delaware law. See "Description of
AMPS -- Voting Rights," and "Certain Provisions
in the Agreement and Declaration of Trust."
FEDERAL INCOME TAXES.......... Distributions with respect to the AMPS will
generally be subject to U.S. federal income
taxation. Because the Fund's portfolio income
will consist principally of (i) income from
securities that are not eligible for the
dividends received deduction or treatment as
"qualified dividend income," (ii) capital gain
and (iii) interest income, corporate investors
in the AMPS may only be entitled to the
dividends received deduction on a portion of
the Funds qualifying distributions, and
noncorporate investors may only be entitled to
treat a portion of the Fund's qualifying
distributions as "qualified dividend income"
generally subject to reduced rates of federal
income tax. The Internal Revenue Service
("IRS") currently requires that a regulated
investment company, which has two or more
classes of stock, allocate to each such class
proportionate amounts of each type of its
income (such as ordinary income and capital
gain) based upon the percentage of total
dividends distributed to each class for the tax
year. Accordingly, the Fund intends each year
to allocate ordinary income dividends and
capital gain dividends between its Common
Shares and the AMPS in proportion to the total
dividends paid to each class during or with
respect to such year. See "Federal Income Tax
Matters."
13
CUSTODIAN, AUCTION AGENT,
TRANSFER AGENT, DIVIDEND
PAYING AGENT AND REGISTRAR.... The Bank of New York serves as the Fund's
custodian and transfer agent. The Bank of New
York also serves as auction agent, transfer
agent, dividend paying agent and registrar for
the AMPS.
14
FINANCIAL HIGHLIGHTS
Information contained in the table below shows the audited operating
performance of the Fund from the commencement of the Fund's investment
operations on June 28, 2002 through October 31, 2002, and the unaudited
operating performance of the Fund for the six month period ended April 30, 2003.
The audited information in this table is covered by the report of Ernst & Young
except when noted. The report is contained in the Statement of Additional
Information and is available from the Fund.
FOR THE PERIOD FOR THE
ENDED SIX MONTHS
OCTOBER 31, ENDED APRIL 30,
2002* 2003
-------------- ---------------
(UNAUDITED)
Net asset value, beginning of period........................ $ 14.32(a) $ 13.56
-------- --------
Income from investment operations:
Net investment income...................................... 0.39 0.87
Net realized and unrealized gain (loss) on investments and
foreign currency transactions............................. (0.77) 3.31
Dividends to preferred shareholders from
Net investment income (common stock equivalent basis)...... (0.01) (0.03)
-------- --------
Total from investment operations........................... (0.39) 4.15
-------- --------
Less dividends to common shareholders from
Net investment income...................................... (0.29) (0.76)
-------- --------
Capital charge resulting from issuance of common and
preferred shares........................................... (0.08) 0.00
-------- --------
Net asset value, end of period.............................. $ 13.56 $ 16.95
-------- --------
Market value, end of period................................. $ 14.20 $ 16.83
-------- --------
TOTAL INVESTMENT RETURN BASED ON(b):
Market Value............................................... -3.33% 31.26%
Net Asset Value............................................ -3.33% 24.45%
-------- --------
RATIO TO AVERAGE NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS/SUPPLEMENTARY DATA:
Net assets applicable common shareholders, end of year
(000's omitted)............................................ 586,893 736,657
Preferred stock, at redemption value ($25,000 per share
liquidation preference) (000's omitted).................... 204,000 204,000
Ratio of net expenses to average net assets(c).............. 0.79%(e) 0.88%
Ratio of net investment income to average net assets(c)..... 8.21%(e) 11.55%
Ratio of gross expenses to average net assets prior to
waiver of expense by the adviser(c)........................ 1.06%(e) 1.21%
Preferred share dividends(c)................................ 0.23%(e) 0.46%
Net investment income, net of preferred share
dividends(c)............................................... 7.99%(e) 11.10%
-------- --------
Portfolio turnover rate..................................... 1.66% 24.41%
-------- --------
Asset coverage per preferred share, at end of period(d)..... $ 96,934 $115,278
-------- --------
---------------
* June 28, 2002 (commencement of operations)
(a) Net of sales load of $0.68 on initial shares issued.
(b) Total investment return is calculated assuming a purchase of common stock on
the opening of the first day and a sale on the closing of the last day of
the period reported. Dividends and distributions are assumed, for purposes
of this calculation, to be reinvested at prices obtained under the Fund's
dividend reinvestment plan. Total return is not annualized for periods less
than one year. Brokerage commissions are not reflected.
(c) Annualized.
(d) Calculated by subtracting the Fund's total liabilities (not including
preferred shares) from the Fund's total assets and dividing this by the
number of preferred shares outstanding.
(e) The ratios of net expenses, net investment income, gross expenses prior to
waiver of expense by the adviser, preferred share dividends and net
investment income, net of preferred share dividends,
15
previously reported as 1.02%, 10.70%, 1.38%, 0.29% and 10.41%, respectively,
were revised to reflect adjusted average net assets.
The information above represents the operating performance for a common
share outstanding, total investment return, ratios to average net assets and
other supplemental data for the periods indicated. This information has been
determined based upon financial information provided in the financial statements
and market value data for the Fund's common shares.
THE FUND
Calamos Convertible Opportunities and Income Fund is a diversified,
closed-end management investment company. The Fund was organized under the laws
of the state of Delaware on April 17, 2002, and has registered under the 1940
Act. On June 28, 2002, the Fund issued an aggregate of 40,000,000 common shares
of beneficial interest, no par value, pursuant to the initial public offering
and commenced its investment operations. The Fund issued an additional 3,000,000
common shares on July 12, 2002, pursuant to the exercise by the underwriters in
the initial public offering of an over-allotment option. The Fund's common
shares are traded on the New York Stock Exchange under the symbol "CHI." On
September 16, 2002, the Fund issued 8,160 AMPS. The Fund's principal office is
located at 1111 East Warrenville Road, Naperville, Illinois 60563-1493, and its
telephone number is 1-800-582-6959.
The table below provides information on the previously issued AMPS, as of
July 31, 2003 since their issuance on September 16, 2002.
AMOUNT OUTSTANDING EXCLUSIVE ASSET COVERAGE PER INVOLUNTARY LIQUIDATING
OF TREASURY SECURITIES SHARE* PREFERENCE PER SHARE
---------------------------- ------------------------ -----------------------
8,160 $121,907 $25,000
---------------
* Calculated by dividing net assets by the number of AMPS outstanding.
The following provides information about the Fund's authorized and
outstanding shares as of August 31, 2003.
AMOUNT HELD
AMOUNT BY THE FUND OR AMOUNT
TITLE OF CLASS AUTHORIZED FOR ITS ACCOUNT OUTSTANDING
-------------- ---------- --------------- -----------
Common.......................................... Unlimited 0 43,775,567
Preferred....................................... Unlimited 0 8,160
Series M...................................... 2,040 0 2,040
Series TU..................................... 2,040 0 2,040
Series W...................................... 2,040 0 2,040
Series TH..................................... 2,040 0 2,040
Series W28.................................... 0* 0 0
Series TH7.................................... 0* 0 0
Series F7..................................... 0* 0 0
---------------
* 2,400 shares of this Series were subsequently authorized on or prior to the
date of this prospectus.
USE OF PROCEEDS
The Fund estimates the net proceeds of the offering of AMPS after payment
of sales load and offering expenses, will be $177,977,000. The Fund will invest
the net proceeds of the offering in accordance with the Fund's investment
objective and policies as stated below. It is presently anticipated that the
Fund will be able to invest substantially all of the net proceeds in securities
that meet these investment objectives and policies within 3 months after
completion of this offering. Pending such investment, the Fund anticipates that
all or a portion of the proceeds will be invested in U.S. government securities
or high grade, short-term money market instruments. If necessary, the Fund may
also purchase, as temporary investments, securities of other open- or closed-end
investment companies that invest primarily in the types of securities in which
the Fund may invest directly. See "Investment Objective and Principal Investment
Strategies."
16
CAPITALIZATION (UNAUDITED)
The following table sets forth the capitalization of the Fund as of August
31, 2003 and as adjusted, to give effect to the issuance of all the AMPS offered
hereby (including estimated offering expenses and sales load of $2,023,000).
ACTUAL AS ADJUSTED
------------ ------------
AMPS, $25,000 stated value per share, at liquidation value,
including dividends payable; unlimited shares authorized
(8,160 shares issued and 15,360 shares issued as adjusted,
respectively)............................................. $204,007,419 $384,007,419
============ ============
COMMON SHAREHOLDERS' EQUITY:
Common shares, no par value per share; unlimited shares
authorized, 43,775,567 shares outstanding*............. $624,824,505 $622,801,505
Undistributed net investment income....................... 5,436,998 5,436,998
Accumulated net realized gain from investments............ 18,544,622 18,544,622
Net unrealized appreciation (depreciation) of
investments............................................ 112,266,646 112,266,646
Net assets applicable to common shares.................... $761,072,771 $759,101,271
============ ============
---------------
* None of these outstanding shares are held by or for the account of the Fund.
PORTFOLIO COMPOSITION
As of August 31, 2003, approximately 94.3% of the market value of the
Fund's portfolio was invested in convertible securities, high yield debt
securities and preferred stocks and approximately 5.7% of the market value of
the Fund's portfolio was invested in short-term investment grade debt
securities. The following table sets forth certain information with respect to
the composition of the Fund's investment portfolio as of August 31, 2003, based
on the highest rating assigned each investment by either Moody's or S&P.
CREDIT RATING VALUE PERCENT
------------- ------------ -------
Aaa/AAA..................................................... -- 0.0%
Aa/AA....................................................... -- 0.0%
A/A......................................................... -- 0.0%
Baa/BBB..................................................... 87,111,802 9.3%
Ba/BB....................................................... 304,527,451 32.3%
B/B......................................................... 323,532,831 34.4%
Caa/CCC..................................................... 53,916,924 5.7%
Unrated*.................................................... 118,907,577 12.6%
Short-Term.................................................. 54,084,723 5.7%
Total..................................................... 942,081,308 100%
---------------
* Refers to securities that have not been rated by Moody's or S&P.
17
THE FUND'S INVESTMENTS
INVESTMENT OBJECTIVE
The Fund's investment objective is to provide total return, through a
combination of capital appreciation and current income. The Fund makes no
assurance that it will realize its objective. See "Risk Factors."
PRINCIPAL INVESTMENT STRATEGIES
Under normal circumstances, the Fund will invest at least 80% of its
managed assets in a diversified portfolio of convertible securities and
non-convertible income securities. This is a non-fundamental policy and may be
changed by the Board of Trustees of the Fund provided that shareholders are
provided with at least 60 days' prior written notice of any change as required
by the rules under the 1940 Act. The portion of the Fund's assets invested in
convertible securities and non-convertible income securities will vary from time
to time consistent with the Fund's investment objective, changes in equity
prices and changes in interest rates and other economic and market factors,
although, under normal circumstances, the Fund will invest at least 35% of its
managed assets in convertible securities. The Fund invests in securities with a
broad range of maturities. The average term to maturity of the Fund's securities
typically will range from five to ten years.
Convertible Securities. The Fund is not limited in the percentage of its
assets invested in convertible securities, and investment in convertible
securities forms an important part of the Fund's investment strategies. A
convertible security is a debt security or preferred stock that is exchangeable
for an equity security of the issuer at a predetermined price. Depending upon
the relationship of the conversion price to the market value of the underlying
security, a convertible security may trade more like an equity security than a
debt instrument.
Calamos typically applies a four-step approach when buying and selling
convertible securities for the Fund, which includes:
1. evaluating the default risk of the convertible security using
traditional credit analysis;
2. analyzing the convertible's underlying common stock to determine
its capital appreciation potential;
3. assessing the risk/return potential of the convertible security;
and
4. evaluating the convertible security's impact on the overall
composition of the Fund and its diversification strategy.
In analyzing the appreciation potential of the underlying common stock and
the default risk of the convertible security, Calamos generally considers the
issuer's:
- financial soundness;
- ability to make interest and dividend payments;
- earnings and cash-flow forecast; and
- quality of management.
Synthetic Convertible Securities. Calamos may also create a "synthetic"
convertible security by combining separate securities that possess the two
principal characteristics of a true convertible security, i.e., a fixed-income
security ("fixed-income component") and the right to acquire an equity security
("convertible component"). The fixed-income component is achieved by investing
in non-convertible, fixed-income securities such as bonds, preferred stocks and
money market instruments. The convertible component is achieved by investing in
warrants or options to buy common stock at a certain exercise price, or options
on a stock index. The Fund may also purchase synthetic securities created by
other parties, typically investment banks, including convertible structured
notes. Different companies may issue the
18
fixed-income and convertible components, which may be purchased separately and
at different times. The Fund's holdings of synthetic convertible securities are
considered convertible securities for purposes of the Fund's policy to invest at
least 35% of its managed assets in convertible securities and 80% of its managed
assets in a diversified portfolio of convertible securities and non-convertible
income securities.
Non-Convertible Income Securities. The Fund will also invest in
non-convertible income securities. The Fund's investments in non-convertible
income securities may have fixed or variable principal payments and all types of
interest rate and dividend payment and reset terms, including fixed rate,
adjustable rate, zero coupon, contingent, deferred, payment in kind and auction
rate features.
High Yield Securities. A substantial portion of the Fund's assets may be
invested in below investment grade (high yield, high risk) securities. The high
yield securities in which the Fund invests are rated Ba or lower by Moody's or
BB or lower by Standard & Poor's or are unrated but determined by Calamos to be
of comparable quality. The Fund may, but currently does not intend to, purchase
distressed securities that are in default or the issuers of which are in
bankruptcy. Debt securities rated below investment grade are commonly referred
to as "junk bonds" and are considered speculative with respect to the issuer's
capacity to pay interest and repay principal. Below investment grade debt
securities involve greater risk of loss, are subject to greater price volatility
and are less liquid, especially during periods of economic uncertainty or
change, than higher rated debt securities.
Preferred Shares. The Fund may invest in preferred shares. The preferred
shares in which the Fund typically will invest will be convertible securities.
Preferred shares are equity securities, but they have many characteristics of
fixed income securities, such as a fixed dividend payment rate and/or a
liquidity preference over the issuer's common shares. However, because preferred
shares are equity securities, they may be more susceptible to risks
traditionally associated with equity investments than the Fund's fixed income
securities.
Foreign Securities. While the Fund primarily invests in securities of U.S.
issuers, the Fund may invest up to 25% of its net assets in securities of
foreign issuers, including debt and equity securities of corporate issuers and
debt securities of government issuers in developed and emerging markets. A
foreign issuer is a company organized under the laws of a foreign country that
is principally traded in the financial markets of a foreign country. For
purposes of the 25% limitation, foreign securities do not include securities
represented by American Depository Receipts ("ADRs") or securities guaranteed by
a U.S. person.
Rule 144A Securities. The Fund may invest without limit in securities that
have not been registered for public sale, but that are eligible for purchase and
sale by certain qualified institutional buyers ("Rule 144A Securities").
REITs. The Fund may invest in real estate investment trusts ("REITs").
REITs primarily invest in income producing real estate or real estate related
loans or interests. REITs are generally classified as equity REITs, mortgage
REITs or a combination of equity and mortgage REITs. Equity REITs invest the
majority of their assets directly in real property and derive income primarily
from the collection of rents. Equity REITs can also realize capital gains by
selling properties that have appreciated in value. Mortgage REITs invest the
majority of their assets in real estate mortgages and derive income from the
collection of interest payments. REITs are not taxed on income distributed to
shareholders provided they comply with the applicable requirements of the
Internal Revenue Code of 1986, as amended (the "Code"). The Fund will indirectly
bear its proportionate share of any management and other expenses paid by REITs
in which it invests in addition to the expenses paid by the Fund. Debt
securities issued by REITs are, for the most part, general and unsecured
obligations and are subject to risks associated with REITs.
U.S. Government Securities. U.S. government securities in which the Fund
invests include debt obligations of varying maturities issued by the U.S.
Treasury or issued or guaranteed by an agency or instrumentality of the U.S.
government, including the Federal Housing Administration, Federal Financing
Bank, Farmers Home Administration, Export-Import Bank of the United States,
Small Business Administration, Government National Mortgage Association
("GNMA"), General Services
19
Administration, Central Bank for Cooperatives, Federal Farm Credit Banks,
Federal Home Loan Banks, Federal Home Loan Mortgage Corporation ("FHLMC"),
Federal National Mortgage Association ("FNMA"), Maritime Administration,
Tennessee Valley Authority, District of Columbia Armory Board, Student Loan
Marketing Association, Resolution Fund Corporation and various institutions that
previously were or currently are part of the Farm Credit System (which has been
undergoing reorganization since 1987). Some U.S. government securities, such as
U.S. Treasury bills, Treasury notes and Treasury bonds, which differ only in
their interest rates, maturities and times of issuance, are supported by the
full faith and credit of the United States. Others are supported by: (i) the
right of the issuer to borrow from the U.S. Treasury, such as securities of the
Federal Home Loan Banks; (ii) the discretionary authority of the U.S. government
to purchase the agency's obligations, such as securities of the FNMA; or (iii)
only the credit of the issuer. No assurance can be given that the U.S.
government will provide financial support in the future to U.S. government
agencies, authorities or instrumentalities that are not supported by the full
faith and credit of the United States. Securities guaranteed as to principal and
interest by the U.S. government, its agencies, authorities or instrumentalities
include: (i) securities for which the payment of principal and interest is
backed by an irrevocable letter of credit issued by the U.S. government or any
of its agencies, authorities or instrumentalities; and (ii) participations in
loans made to non-U.S. governments or other entities that are so guaranteed. The
secondary market for certain of these participations is limited and, therefore,
may be regarded as illiquid.
Zero Coupon Securities. The securities in which the Fund invests may
include zero coupon securities, which are debt obligations that are issued or
purchased at a significant discount from face value. The discount approximates
the total amount of interest the security will accrue and compound over the
period until maturity or the particular interest payment date at a rate of
interest reflecting the market rate of the security at the time of issuance.
Zero coupon securities do not require the periodic payment of interest. These
investments benefit the issuer by mitigating its need for cash to meet debt
service, but generally require a higher rate of return to attract investors who
are willing to defer receipt of cash. These investments may experience greater
volatility in market value than U.S. government securities that make regular
payments of interest. The Fund accrues income on these investments for tax and
accounting purposes, which is distributable to shareholders and which, because
no cash is received at the time of accrual, may require the liquidation of other
portfolio securities to satisfy the Fund's distribution obligations, in which
case the Fund will forgo the purchase of additional income producing assets with
these funds. Zero coupon U.S. government securities include STRIPS and CUBES,
which are issued by the U.S. Treasury as component parts of U.S. Treasury bonds
and represent scheduled interest and principal payments on the bonds.
Investments in Equity Securities. Consistent with its objective, the Fund
may invest in equity securities. Equity securities, such as common stock,
generally represent an ownership interest in a company. While equity securities
have historically generated higher average returns than fixed income securities,
equity securities have also experienced significantly more volatility in those
returns. An adverse event, such as an unfavorable earnings report, may depress
the value of a particular equity security held by the Fund. Also, the price of
equity securities, particularly common stocks, are sensitive to general
movements in the stock market. A drop in the stock market may depress the price
of equity securities held by the Fund.
Other Investment Companies. The Fund may invest in the securities of other
investment companies to the extent that such investments are consistent with the
Fund's investment objective and policies and permissible under the 1940 Act.
Under the 1940 Act, the Fund may not acquire the securities of other domestic or
non-U.S. investment companies if, as a result, (1) more than 10% of the Fund's
total assets would be invested in securities of other investment companies, (2)
such purchase would result in more than 3% of the total outstanding voting
securities of any one investment company being held by the Fund, or (3) more
than 5% of the Fund's total assets would be invested in any one investment
company. These limitations do not apply to the purchase of shares of any
investment company in connection with a merger, consolidation, reorganization or
acquisition of substantially all the assets of another investment company.
20
The Fund, as a holder of the securities of other investment companies, will
bear its pro rata portion of the other investment companies' expenses, including
advisory fees. These expenses are in addition to the direct expenses of the
Fund's own operations.
Temporary Defensive Investments. Under unusual market or economic
conditions or for temporary defensive purposes, the Fund may invest up to 100%
of its total assets in securities issued or guaranteed by the U.S. government or
its instrumentalities or agencies, certificates of deposit, bankers' acceptances
and other bank obligations, commercial paper rated in the highest category by a
nationally recognized statistical rating organization or other fixed income
securities deemed by Calamos to be consistent with a defensive posture, or may
hold cash. The yield on such securities may be lower than the yield on lower
rated fixed income securities.
Repurchase Agreements. The Fund may enter into repurchase agreements with
broker-dealers, member banks of the Federal Reserve System and other financial
institutions. Repurchase agreements are arrangements under which the Fund
purchases securities and the seller agrees to repurchase the securities within a
specific time and at a specific price. The repurchase price is generally higher
than the Fund's purchase price, with the difference being income to the Fund.
The counterparty's obligations under the repurchase agreement are collateralized
with U.S. Treasury and/or agency obligations with a market value of not less
than 100% of the obligations, valued daily. Collateral is held by the Fund's
custodian in a segregated, safekeeping account for the benefit of the Fund.
Repurchase agreements afford the Fund an opportunity to earn income on
temporarily available cash at low risk. In the event of commencement of
bankruptcy or insolvency proceedings with respect to the seller of the security
before repurchase of the security under a repurchase agreement, the Fund may
encounter delay and incur costs before being able to sell the security. Such a
delay may involve loss of interest or a decline in price of the security. If the
court characterizes the transaction as a loan and the Fund has not perfected a
security interest in the security, the Fund may be required to return the
security to the seller's estate and be treated as an unsecured creditor of the
seller. As an unsecured creditor, the Fund would be at risk of losing some or
all of the principal and interest involved in the transaction.
Lending of Portfolio Securities. The Fund may lend portfolio securities to
registered broker-dealers or other institutional investors deemed by Calamos to
be of good standing under agreements which require that the loans be secured
continuously by collateral in cash, cash equivalents or U.S. Treasury bills
maintained on a current basis at an amount at least equal to the market value of
the securities loaned. The Fund continues to receive the equivalent of the
interest or dividends paid by the issuer on the securities loaned as well as the
benefit of an increase and the detriment of any decrease in the market value of
the securities loaned and would also receive compensation based on investment of
the collateral. The Fund would not, however, have the right to vote any
securities having voting rights during the existence of the loan, but would call
the loan in anticipation of an important vote to be taken among holders of the
securities or of the giving or withholding of consent on a material matter
affecting the investment.
As with other extensions of credit, there are risks of delay in recovery or
even loss of rights in the collateral should the borrower of the securities fail
financially. At no time would the value of the securities loaned exceed 33 1/3%
of the value of the Fund's total assets.
Portfolio Turnover. It is the policy of the Fund not to engage in trading
for short-term profits although portfolio turnover rate is not considered a
limiting factor in the execution of investment decisions for the Fund.
LEVERAGE
The Fund may issue preferred shares, including AMPS, or borrow or issue
short-term debt securities to increase its assets available for investment. The
Fund is authorized to issue preferred shares, borrow or issue debt obligations.
As a non-fundamental policy, such preferred shares, including AMPS, or borrowing
may not exceed 38% of the Fund's total assets. However, the Board of Trustees
reserves the right to issue preferred shares or borrow to the extent permitted
by the 1940 Act. Before issuing such preferred shares to
21
increase its assets available for investment, the Fund must have received
confirmation from Moody's and Fitch or any substitute rating agency that the
proposed issuance will not adversely affect such rating agency's then-current
rating on the AMPS. The Fund generally will not issue preferred shares or borrow
unless Calamos expects that the Fund will achieve a greater return on such
borrowed funds than the additional costs the Fund incurs as a result of such
borrowing. The Fund also may borrow money as a temporary measure for
extraordinary or emergency purposes, including the payment of dividends and the
settlement of securities transactions which otherwise might require untimely
dispositions of the Fund's holdings. When the Fund leverages its assets, the
fees paid to Calamos for investment management services will be higher than if
the Fund did not borrow because Calamos' fees are calculated based on the Fund's
managed assets, which include the proceeds of the issuance of preferred shares
or any outstanding Borrowings. Consequently, the Fund and Calamos may have
differing interests in determining whether to leverage the Fund's assets.
The Fund's use of leverage is premised upon the expectation that the Fund's
preferred share dividends or borrowing cost will be lower than the return the
Fund achieves on its investments with the proceeds of the issuance of preferred
shares or borrowing. Such difference in return may result from the Fund's higher
credit rating or the short-term nature of its borrowing compared to the
long-term nature of its investments. Since the total assets of the Fund
(including the assets obtained from leverage) will be invested in the higher
yielding portfolio investments or portfolio investments with the potential for
capital appreciation, the holders of common shares will be the beneficiaries of
the incremental return. Should the differential between the underlying assets
and cost of leverage narrow, the incremental return "pick up" will be reduced.
Furthermore, if long-term rates rise or the Fund otherwise incurs losses on its
investments, the Fund's net asset value attributable to its common shares will
reflect the decline in the value of portfolio holdings resulting therefrom.
To the extent the income or capital appreciation derived from securities
purchased with funds received from leverage exceeds the cost of leverage, the
Fund's return to common shareholders will be greater than if leverage had not
been used. Conversely, if the income or capital appreciation from the securities
purchased with such funds is not sufficient to cover the cost of leverage or if
the Fund incurs capital losses, the return of the Fund to common shareholders
will be less than if leverage had not been used. Calamos may determine to
maintain the Fund's leveraged position if it expects that the long-term benefits
to the Fund's common shareholders of maintaining the leveraged position will
outweigh the current reduced return. Capital raised through the issuance of
preferred shares or borrowing will be subject to dividend payments or interest
costs that may or may not exceed the income and appreciation on the assets
purchased. The Fund also may be required to maintain minimum average balances in
connection with borrowings or to pay a commitment or other fee to maintain a
line of credit; either of these requirements will increase the cost of borrowing
over the stated interest rate.
Under the 1940 Act, the Fund is not permitted to issue preferred shares
unless immediately after such issuance the net asset value of the Fund's
portfolio is at least 200% of the liquidation value of the outstanding preferred
shares (i.e., such liquidation value may not exceed 50% of the value of the
Fund's total assets). In addition, the Fund is not permitted to declare any cash
dividend or other distribution on its common shares unless, at the time of such
declaration, the net asset value of the Fund's portfolio (determined after
deducting the amount of such dividend or distribution) is at least 200% of such
liquidation value. In the event preferred shares are issued, the Fund intends,
to the extent possible, to purchase or redeem preferred shares from time to time
to maintain coverage of any preferred shares of at least 200%. Under the 1940
Act, the Fund is not permitted to incur indebtedness unless immediately after
such borrowing the Fund has an asset coverage of at least 300% of the aggregate
outstanding principal balance of indebtedness (i.e., such indebtedness may not
exceed 33 1/3% of the value of the Fund's total assets). Additionally, under the
1940 Act, the Fund may not declare any dividend or other distribution upon any
class of its shares, or purchase any such shares, unless the aggregate
indebtedness of the Fund has, at the time of the declaration of any such
dividend or distribution or at the time of any such purchase, an asset coverage
of at least 300% after deducting the amount of such dividend, distribution, or
purchase price, as the case may be.
22
The Fund may be subject to certain restrictions on investments imposed by
guidelines of one or more nationally recognized rating organizations which may
issue ratings for the preferred shares or short-term debt instruments issued by
the Fund. These guidelines may impose asset coverage or portfolio composition
requirements that are more stringent than those imposed by the 1940 Act. Certain
types of Borrowings may result in the Fund being subject to covenants in credit
agreements, including those relating to asset coverage, borrowing base and
portfolio composition requirements and additional covenants. The Fund may also
be required to pledge its assets to the lenders in connection with certain types
of borrowing. Calamos does not anticipate that these covenants or restrictions
will adversely affect its ability to manage the Fund's portfolio in accordance
with the Fund's investment objective and policies. Due to these covenants or
restrictions, the Fund may be forced to liquidate investments at times and at
prices that are not favorable to the Fund, or the Fund may be forced to forgo
investments that Calamos otherwise views as favorable.
If and to the extent that the Fund employs leverage will depend on many
factors, the most important of which are investment outlook, market conditions
and interest rates.
Interest Rate Transactions. In connection with the Fund's anticipated use
of leverage through its sale of AMPS or Borrowings, the Fund may enter into
interest rate swap or cap transactions. Interest rate swaps involve the Fund's
agreement with the swap counterparty to pay a fixed rate payment in exchange for
the counterparty paying the Fund a variable rate payment that is intended to
approximate the Fund's variable rate payment obligation on AMPS or any variable
rate borrowing. The payment obligation would be based on the notional amount of
the swap. The Fund's payment obligations under the swap are general unsecured
obligations of the Fund and are ranked senior to distributions under the common
shares and AMPS.
The Fund may use an interest rate cap, which would require it to pay a
premium to the cap counterparty and would entitle it, to the extent that a
specified variable rate index exceeds a predetermined fixed rate, to receive
from the counterparty payment of the difference based on the notional amount.
The Fund would use interest rate swaps or caps only with the intent to reduce or
eliminate the risk that an increase in short-term interest rates could have on
common share net earnings as a result of leverage.
The Fund will usually enter into swaps or caps on a net basis; that is, the
two payment streams will be netted out in a cash settlement on the payment date
or dates specified in the instrument, with the Fund receiving or paying, as the
case may be, only the net amount of the two payments. The Fund intends to
maintain in a segregated account with its custodian cash or liquid securities
having a value at least equal to the Fund's net payment obligations under any
swap transaction, marked to market daily. Under certain circumstances, the Fund
may be required to pledge the assets in such segregated account to the
counterparty. Any such pledge will result in the counterparty having a lien on
the assets in the segregated account and the Fund's ability to make use of those
assets will be limited.
The use of interest rate swaps and caps is a highly specialized activity
that involves investment techniques and risks different from those associated
with ordinary portfolio security transactions. Depending on the state of
interest rates in general, the Fund's use of interest rate swaps or caps could
enhance or harm the overall performance on the common shares. To the extent
there is a decline in interest rates, the value of the interest rate swap or cap
could decline, and could result in a decline in the net asset value of the
common shares. In addition, if short-term interest rates are lower than the
Fund's fixed rate of payment on the interest rate swap, the swap will reduce
common share net earnings. If, on the other hand, short-term interest rates are
higher than the fixed rate of payment on the interest rate swap, the swap will
enhance common share net earnings. Buying interest rate caps could enhance the
performance of the common shares by providing a maximum leverage expense. Buying
interest rate caps could also decrease the net earnings of the common shares in
the event that the premium paid by the Fund to the counterparty exceeds the
additional amount the Fund would have been required to pay had it not entered
into the cap agreement. The Fund has no current intention of selling an interest
rate swap or cap. The Fund will not enter into interest rate swap or cap
transactions in an aggregate notional amount that exceeds the outstanding amount
of the Fund's leverage.
23
Interest rate swaps and caps do not involve the delivery of securities or
other underlying assets or principal. Accordingly, the risk of loss with respect
to interest rate swaps is limited to the net amount of interest payments that
the Fund is contractually obligated to make. If the counterparty defaults, the
Fund would not be able to use the anticipated net receipts under the swap or cap
to offset the dividend payments on AMPS or interest payments on Borrowings.
Depending on whether the Fund would be entitled to receive net payments from the
counterparty on the swap or cap, which in turn would depend on the general state
of short-term interest rates at that point in time, such a default could
negatively impact the performance of the common shares.
Although this will not guarantee that the counterparty does not default,
the Fund will not enter into an interest rate swap or cap transaction with any
counterparty that Calamos believes does not have the financial resources to
honor its obligation under the interest rate swap or cap transaction. Further,
Calamos will continually monitor the financial stability of a counterparty to an
interest rate swap or cap transaction in an effort to proactively protect the
Fund's investments.
In addition, at the time the interest rate swap or cap transaction reaches
its scheduled termination date, there is a risk that the Fund will not be able
to obtain a replacement transaction or that the terms of the replacement will
not be as favorable as on the expiring transaction. If this occurs, it could
have a negative impact on the performance of the common shares.
The Fund may choose or be required to redeem some or all AMPS or prepay any
Borrowings. This redemption would likely result in the Fund seeking to terminate
early all or a portion of any swap or cap transaction. Such early termination of
a swap could result in a termination payment by or to the Fund. A termination
payment by the Fund would result in a reduction in common share net earnings. An
early termination of a cap could result in a termination payment to the Fund.
24
RISK FACTORS
Risk is inherent in all investing. Investing in any investment company
security involves risk, including the risk that you may receive little or no
return on your investment or that you may lose part or all of your investment.
Therefore, before investing you should consider carefully the following risks
that you assume when you invest in AMPS.
RISKS OF INVESTING IN AMPS
Interest Rate Risk. The Fund issues AMPS, which pay dividends based on
short-term interest rates. The Fund purchases convertible securities, high yield
securities and other securities that pay dividends that are based on the
performance of the issuing companies, and/or that pay interest, based on longer
term yields. These dividends and interest payments are typically, although not
always higher than short-term interest rates. Such dividends and interest
payments, as well as long-term and short-term interest rates, fluctuate. If
short-term interest rates rise, dividend rates on the AMPS may rise so that the
amount of dividends paid to shareholders of AMPS exceeds the income from the
portfolio securities. Because income from the Fund's entire investment portfolio
(not just the portion of the portfolio purchased with the proceeds of the AMPS
offering) is available to pay dividends on the AMPS, dividend rates on the AMPS
would need to greatly exceed the Fund's net portfolio income before the Fund's
ability to pay dividends on the AMPS would be jeopardized. If long-term interest
rates rise, this could negatively impact the value of the Fund's investment
portfolio, reducing the amount of assets serving as asset coverage for the AMPS.
Market interest rates currently are near historically low levels.
Auction Risk. You may not be able to sell your AMPS at an auction if the
auction fails; that is, if there are more AMPS offered for sale than there are
buyers for those shares. Also, if you place hold orders (orders to retain AMPS)
at an auction only at a specified rate, and that bid rate exceeds the rate set
at the auction, you will not retain your AMPS. Additionally, if you buy shares
or elect to retain shares without specifying a rate below which you would not
wish to continue to hold those shares, and the auction sets a below-market rate,
you may receive a lower rate of return on your shares than the market rate.
Finally, the dividend periods for the AMPS may be changed by the Fund, subject
to certain conditions with notice to the holders of AMPS, which could also
affect the liquidity of your investment. See "Description of AMPS" and "The
Auction -- Auction Procedures."
Secondary Market Risk. If you try to sell your AMPS between auctions, you
may not be able to sell any or all of your shares, or you may not be able to
sell them for $25,000 per share or $25,000 per share plus accumulated dividends.
If the Fund has designated a special dividend period (a rate period other than
seven days in the case of Series TH7 and Series F7 and 28 days in the case of
Series W28, changes in interest rates could affect the price you would receive
if you sold your shares in the secondary market. Broker-dealers that maintain a
secondary trading market for AMPS are not required to maintain that market, and
the Fund is not required to redeem shares either if an auction or an attempted
secondary market sale fails because of a lack of buyers. AMPS are not listed on
a stock exchange or the NASDAQ stock market. You may transfer shares outside of
auctions only to or through a Broker-Dealer that has entered into an agreement
with the Fund's auction agent, The Bank of New York, and the Fund or such other
persons as the Fund permits. If you sell your AMPS to a broker-dealer between
auctions, you may receive less than the price you paid for them, especially if
market interest rates have risen since the last auction. Accumulated AMPS
dividends, however, should at least partially compensate for the increased
market interest rates.
Ratings and Asset Coverage Risk. Although it is expected that Moody's will
assign a rating of "Aaa" to the AMPS and Fitch will assign a rating of "AAA" to
the AMPS, such ratings do not eliminate or necessarily mitigate the risks of
investing in AMPS. Moody's or Fitch could downgrade its rating of the AMPS or
withdraw its rating of the AMPS at any time, which may make your shares less
liquid at an auction or in the secondary market. If Moody's or Fitch downgrades
the AMPS, the Fund may alter its portfolio or redeem AMPS in an effort to
improve the rating, although there is no assurance that it will be able to do so
to the extent necessary to restore the prior rating. If the Fund fails to
satisfy the asset
25
coverage ratios discussed under "Description of AMPS -- Rating Agency Guidelines
and Asset Coverage," the Fund will be required to redeem a sufficient number of
AMPS in order to return to compliance with the asset coverage ratios. The Fund
may be required to redeem AMPS at a time when it is not advantageous for the
Fund to make such redemption or to liquidate portfolio securities in order to
have available cash for such redemption. The Fund may voluntarily redeem AMPS
under certain circumstances in order to meet asset maintenance tests. Although a
sale of substantially all the assets of the Fund or the merger of the Fund into
another entity would require the approval of the holders of the AMPS voting as a
separate class as discussed under "Description of the AMPS -- Voting Rights," a
sale of substantially all of the assets of the Fund or the merger of the Fund
with or into another entity would not be treated as a liquidation of the Fund
nor require that the Fund redeem the AMPS, in whole or in part, provided that
the Fund continued to comply with the asset coverage ratios discussed under
"Description of AMPS -- Rating Agency Guidelines and Asset Coverage." See
"Description of AMPS -- Rating Agency Guidelines and Asset Coverage" for a
description of the asset maintenance tests the Fund must meet.
Inflation Risk. Inflation is the reduction in the purchasing power of
money resulting from the increase in the price of goods and services. Inflation
risk is the risk that the inflation adjusted (or "real") value of your AMPS
investment or the income from that investment will be worth less in the future.
As inflation occurs, the real value of the AMPS and distributions declines. In
an inflationary period, however, it is expected that, through the auction
process, AMPS dividend rates would increase, tending to offset this risk.
Income Risk. The Fund's income is based primarily on the income it earns
from its investments, which vary widely over the short- and long-term. If the
Fund's income drops, over time the Fund's ability to make dividend payments with
respect to the AMPS may be impaired. See " -- General Risks of Investing in the
Fund" below for the general risks affecting the Fund.
Decline in Net Asset Value Risk. A material decline in the Fund's net
asset value may impair the Fund's ability to maintain required levels of asset
coverage. For a description of risks affecting the Fund, see "-- General Risks
of Investing in the Fund" below.
Payment Restrictions. The Fund is prohibited from declaring, paying or
making any dividends or distributions on AMPS unless it satisfies certain
conditions. See "Description of AMPS -- Restrictions on Dividend, Redemption and
Other Payments." The Fund is also prohibited from declaring, paying or making
any dividends or distributions on common shares unless it satisfies certain
conditions. These prohibitions on the payment of dividends or distributions
might impair the Fund's ability to maintain its qualification as a regulated
investment company for federal income tax purposes. The Fund intends, however,
to redeem AMPS if necessary to comply with the asset coverage requirements.
There can be no assurance, however, that such redemptions can be effected in
time to permit the Fund to distribute its income as required to maintain its
qualification as a regulated investment company under the Code. See "Federal
Income Tax Matters" in the Statement of Additional Information.
Leverage Risk. The Fund uses financial leverage for investment purposes.
In addition to issuing AMPS, the Fund may make further use of financial leverage
through borrowing, including the issuance of commercial paper or notes. As a
non-fundamental policy, financial leverage (including AMPS and Borrowings) may
not exceed 38% of the Funds' total assets. Included in the 38% non-fundamental
limitation, the Fund may also borrow funds (a) in connection with a loan made by
a bank or other party that is privately arranged and not intended to be publicly
distributed or (b) in an amount equal to up to 5% of its total assets for
temporary purposes only.
If the Fund issues any senior securities representing indebtedness (as
defined in the 1940 Act), under the requirements of the 1940 Act, the value of
the Fund's total assets, less all liabilities and indebtedness of the Fund not
represented by such senior securities, must be at least equal, immediately after
any such senior securities representing indebtedness, to 300% of the aggregate
value of such senior securities. Upon the issuance of AMPS, the value of the
Fund's total assets, less all liabilities and indebtedness of the Fund not
represented by senior securities must be at least equal, immediately after the
issuance of the AMPS, to 200% of the aggregate value of any senior securities
and the AMPS.
26
If the Fund seeks an investment grade rating from one or more nationally
recognized statistical rating organizations for any commercial paper and notes
(which the Fund expects to do if it issues any such commercial paper or notes),
asset coverage or portfolio composition provisions in addition to and more
stringent than those required by the 1940 Act may be imposed in connection with
the issuance of such a rating. In addition, restrictions may be imposed on
certain investment practices in which the Fund may otherwise engage. Any lender
with respect to Borrowings by the Fund may require additional asset coverage and
portfolio composition provisions as well as restrictions on the Fund's
investment practices.
The money borrowed pursuant to any Borrowings may constitute a substantial
lien and burden on the AMPS by reason of their prior claim against the income of
the Fund and against the net assets of the Fund in liquidation. The Fund may not
be permitted to declare dividends or other distributions, including with respect
to AMPS or purchase or redeem shares, including AMPS unless (i) at the time
thereof the Fund meets certain asset coverage requirements and (ii) there is no
event of default under any Borrowings, that is continuing. See "Description of
AMPS -- Restrictions on Dividend, Redemption and Other Payments." In the event
of a default under any Borrowings, the lenders may have the right to cause a
liquidation of the collateral (i.e., sell portfolio securities) and if any such
default is not cured, the lenders may be able to control the liquidation as
well.
The Fund reserves the right at any time, if it believes that market
conditions are appropriate, to increase its level of debt or other senior
securities to maintain or increase the Fund's current level of leverage to the
extent permitted by the 1940 Act and existing agreements between the Fund and
third parties. However, as a non-fundamental policy, financial leverage (the
total of AMPS or other preferred shares and any Borrowings) may not exceed 38%
of the Fund's total assets.
Because the fee paid to Calamos will be calculated on the basis of managed
assets, the fee will be higher when leverage is utilized, giving Calamos an
incentive to utilize leverage.
GENERAL RISKS OF INVESTING IN THE FUND
Limited Operating History. The Fund is a diversified closed-end management
investment company with a limited operating history.
Convertible Securities. The value of a convertible security is influenced
by both the yield of non-convertible securities of comparable issuers and by the
value of the underlying common stock. The value of a convertible security viewed
without regard to its conversion feature (i.e., strictly on the basis of its
yield) is sometimes referred to as its "investment value." The investment value
of a convertible security tends to decline as prevailing interest rate levels
increase. Conversely, a convertible's investment value increases as prevailing
interest rate levels decline. However, the convertible's market value will also
be influenced by its "conversion value," which is the market value of the
underlying common stock that would be obtained if the convertible security were
converted. The conversion value of a convertible security tends to increase as
the price of the underlying common stock increases, and decrease as the price of
the underlying common stock decreases. As the market price of the underlying
common stock declines such that the conversion value is substantially below the
investment value of the convertible security, the price of the convertible
security tends to be influenced more by the yield of the convertible security.
Thus, it may not decline in price to the same extent as the underlying common
stock. If the market price of the underlying common stock increases to a point
where the conversion value approximates or exceeds the investment value, the
price of the convertible security tends to be influenced more by the market
price of the underlying common stock. In the event of a liquidation of the
issuing company, holders of convertible securities would be paid before the
company's common stock holders. Consequently, the issuer's convertible
securities entail less risk than its common stock.
Synthetic Convertible Securities. The value of a synthetic convertible
security will respond differently to market fluctuations than a convertible
security because a synthetic convertible is composed of two or more separate
securities, each with its own market value. In addition, if the value of the
underlying common stock or the level of the index involved in the convertible
component falls below the exercise price of the warrant or option, the warrant
or option may lose all value.
27
High Yield Securities. Investment in high yield securities involves
substantial risk of loss. Below investment grade debt securities or comparable
unrated securities are commonly referred to as "junk bonds" and are considered
predominantly speculative with respect to the issuer's ability to pay interest
and principal and are susceptible to default or decline in market value due to
adverse economic and business developments. The market values for high yield
securities tend to be very volatile, and these securities are less liquid than
investment grade debt securities. For these reasons, your investment in the Fund
is subject to the following specific risks:
- increased price sensitivity to changing interest rates and to a
deteriorating economic environment;
- greater risk of loss due to default or declining credit quality;
- adverse company specific events are more likely to render the issuer
unable to make interest and/or principal payments; and
- if a negative perception of the high yield market develops, the price and
liquidity of high yield securities may be depressed. This negative
perception could last for a significant period of time.
Debt securities rated below investment grade are speculative with respect
to the capacity to pay interest and repay principal in accordance with the terms
of such securities. A rating of C from Moody's means that the issue so rated can
be regarded as having extremely poor prospects of ever attaining any real
investment standing. Standard & Poor's assigns a rating of C to issues that are
currently highly vulnerable to nonpayment, and the C rating may be used to cover
a situation where a bankruptcy petition has been filed or similar action taken,
but payments on the obligation are being continued (a C rating is also assigned
to a preferred stock issue in arrears on dividends or sinking fund payments, but
that is currently paying). See the Statement of Additional Information for a
description of Moody's and Standard & Poor's ratings.
Adverse changes in economic conditions are more likely to lead to a
weakened capacity of a high yield issuer to make principal payments and interest
payments than an investment grade issuer. The principal amount of high yield
securities outstanding has proliferated in the past decade as an increasing
number of issuers have used high yield securities for corporate financing. An
economic downturn could severely affect the ability of highly leveraged issuers
to service their debt obligations or to repay their obligations upon maturity.
Similarly, down-turns in profitability in specific industries could adversely
affect the ability of high yield issuers in those industries to meet their
obligations. The market values of lower quality debt securities tend to reflect
individual developments of the issuer to a greater extent that do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. Factors having an adverse impact on the market value of lower
quality securities may have an adverse effect on the Fund's net asset value and
the market value of its common shares. In addition, the Fund may incur
additional expenses to the extent it is required to seek recovery upon a default
in payment of principal or interest on its portfolio holdings. In certain
circumstances, the Fund may be required to foreclose on an issuer's assets and
take possession of its property or operations. In such circumstances, the Fund
would incur additional costs in disposing of such assets and potential
liabilities from operating any business acquired.
The secondary market for high yield securities may not be as liquid as the
secondary market for more highly rated securities, a factor which may have an
adverse effect on the Fund's ability to dispose of a particular security when
necessary to meet its liquidity needs. There are fewer dealers in the market for
high yield securities than investment grade obligations. The prices quoted by
different dealers may vary significantly and the spread between the bid and
asked price is generally much larger than for higher quality instruments. Under
adverse market or economic conditions, the secondary market for high yield
securities could contract further, independent of any specific adverse changes
in the condition of a particular issuer, and these instruments may become
illiquid. As a result, the Fund could find it more difficult to sell these
securities or may be able to sell the securities only at prices lower than if
such securities were widely traded. Prices realized upon the sale of such lower
rated or unrated securities, under these circumstances, may be less than the
prices used in calculating the Fund's net asset value.
28
Since investors generally perceive that there are greater risks associated
with lower quality debt securities of the type in which the Fund may invest a
portion of its assets, the yields and prices of such securities may tend to
fluctuate more than those for higher rated securities. In the lower quality
segments of the debt securities market, changes in perceptions of issuers'
creditworthiness tend to occur more frequently and in a more pronounced manner
than do changes in higher quality segments of the debt securities market,
resulting in greater yield and price volatility.
If the Fund invests in high yield securities that are rated C or below, the
Fund will incur significant risk in addition to the risks associated with
investments in high yield securities and corporate loans. Distressed securities
frequently do not produce income while they are outstanding. The Fund may
purchase distressed securities that are in default or the issuers of which are
in bankruptcy. The Fund may be required to bear certain extraordinary expenses
in order to protect and recover its investment.
Interest Rate Risk. Fixed income securities, including high yield
securities, are subject to certain common risks, including:
- if interest rates go up, the value of debt securities in the Fund's
portfolio generally will decline;
- during periods of declining interest rates, the issuer of a security may
exercise its option to prepay principal earlier than scheduled, forcing
the Fund to reinvest in lower yielding securities. This is known as call
or prepayment risk. Debt securities frequently have call features that
allow the issuer to repurchase the security prior to its stated maturity.
An issuer may redeem an obligation if the issuer can refinance the debt
at a lower cost due to declining interest rates or an improvement in the
credit standing of the issuer; and
- during periods of rising interest rates, the average life of certain
types of securities may be extended because of slower than expected
principal payments. This may lock in a below market interest rate,
increase the security's duration (the estimated period until the security
is paid in full) and reduce the value of the security. This is known as
extension risk.
REITS. Investing in REITs involves certain unique risks in addition to
those risks associated with investing in the real estate industry in general. An
equity REIT may be affected by changes in the value of the underlying properties
owned by the REIT. A mortgage REIT may be affected by changes in interest rates
and the ability of the issuers of its portfolio mortgages to repay their
obligations. REITs are dependent upon the skills of their managers and are not
diversified. REITs are generally dependent upon maintaining cash flows to repay
borrowings and to make distributions to shareholders and are subject to the risk
of default by lessees or borrowers. REITs whose underlying assets are
concentrated in properties used by a particular industry, such as health care,
are also subject to risks associated with such industry.
REITs (especially mortgage REITs) are also subject to interest rate risks.
When interest rates decline, the value of a REIT's investment in fixed rate
obligations can be expected to rise. Conversely, when interest rates rise, the
value of a REIT's investment in fixed rate obligations can be expected to
decline. If the REIT invests in adjustable rate mortgage loans the interest
rates on which are reset periodically, yields on a REIT's investments in such
loans will gradually align themselves to reflect changes in market interest
rates. This causes the value of such investments to fluctuate less dramatically
in response to interest rate fluctuations than would investments in fixed rate
obligations.
REITs may have limited financial resources, may trade less frequently and
in a limited volume and may be subject to more abrupt or erratic price movements
than larger company securities. Historically, REITs have been more volatile in
price than the larger capitalization stocks included in Standard & Poor's 500
Stock Index.
Illiquid Investments. The Fund may invest without limit in illiquid
securities. The Fund may also invest without limitation in securities that have
not been registered for public sale, but that are eligible for purchase and sale
by certain qualified institutional buyers. Although many of the Rule 144A
Securities in which the Fund invests may be, in the view of Calamos, liquid, if
qualified institutional buyers are unwilling to purchase these Rule 144A
Securities, they may be illiquid. Illiquid securities may be difficult
29
to dispose of at a fair price at the times when the Fund believes it is
desirable to do so. The market price of illiquid securities generally is more
volatile than that of more liquid securities, which may adversely affect the
price that the Fund pays for or recovers upon the sale of illiquid securities.
Illiquid securities are also more difficult to value and Calamos' judgment may
play a greater role in the valuation process. Investment of the Fund's assets in
illiquid securities may restrict the Fund's ability to take advantage of market
opportunities. The risks associated with illiquid securities may be particularly
acute in situations in which the Fund's operations require cash and could result
in the Fund borrowing to meet its short-term needs or incurring losses on the
sale of illiquid securities.
Foreign Securities. Investments in non-U.S. issuers may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced to the extent that the Fund invests a significant portion of its
non-U.S. investments in one region or in the securities of emerging market
issuers. These risks may include:
- less information about non-U.S. issuers or markets may be available due
to less rigorous disclosure or accounting standards or regulatory
practices;
- many non-U.S. markets are smaller, less liquid and more volatile. In a
changing market, Calamos may not be able to sell the Fund's portfolio
securities at times, in amounts and at prices it considers reasonable;
- adverse effect of currency exchange rates or controls on the value of the
Fund's investments;
- the economies of non-U.S. countries may grow at slower rates than
expected or may experience a downturn or recession;
- economic, political and social developments may adversely affect the
securities markets; and
- withholding and other non-U.S. taxes may decrease the Fund's return.
There may be less publicly available information about non-U.S. markets and
issuers than is available with respect to U.S. securities and issuers. Non-U.S.
companies generally are not subject to accounting, auditing and financial
reporting standards, practices and requirements comparable to those applicable
to U.S. companies. The trading markets for most non-U.S. securities are
generally less liquid and subject to greater price volatility than the markets
for comparable securities in the United States. The markets for securities in
certain emerging markets are in the earliest stages of their development. Even
the markets for relatively widely traded securities in certain non-U.S. markets,
including emerging market countries, may not be able to absorb, without price
disruptions, a significant increase in trading volume or trades of a size
customarily undertaken by institutional investors in the United States.
Additionally, market making and arbitrage activities are generally less
extensive in such markets, which may contribute to increased volatility and
reduced liquidity.
Economies and social and political climate in individual countries may
differ unfavorably from the United States. Non-U.S. economies may have less
favorable rates of growth of gross domestic product, rates of inflation,
currency valuation, capital reinvestment, resource self-sufficiency and balance
of payments positions. Many countries have experienced substantial, and in some
cases extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had, and may continue to have, very
negative effects on the economies and securities markets of certain emerging
countries. Unanticipated political or social developments may also affect the
values of the Fund's investments and the availability to the Fund of additional
investments in such countries.
Currency Risk. The value of the securities denominated or quoted in
foreign currencies may be adversely affected by fluctuations in the relative
currency exchange rates and by exchange control regulations. The Fund's
investment performance may be negatively affected by a devaluation of a currency
in which the Fund's investments are denominated or quoted. Further, the Fund's
investment performance may be significantly affected, either positively or
negatively, by currency exchange rates because the U.S.
30
dollar value of securities denominated or quoted in another currency will
increase or decrease in response to changes in the value of such currency in
relation to the U.S. dollar.
Interest Rate Transactions Risk. The Fund may enter into swap or cap
transactions to attempt to protect itself from increasing dividend or interest
expenses resulting from increasing short-term interest rates. A decline in
interest rates may result in a decline in the value of the swap or cap, which
may result in a decline in the net asset value of the Fund.
Management Risk. Calamos' judgment about the attractiveness, relative
value or potential appreciation of a particular sector, security or investment
strategy may prove to be incorrect.
Antitakeover Provisions. The Fund's Agreement and Declaration of Trust and
By-laws include provisions that could limit the ability of other entities or
persons to acquire control of the Fund or to change the composition of its Board
of Trustees. Such provisions could limit the ability of shareholders to sell
their shares at a premium over prevailing market prices by discouraging a third
party from seeking to obtain control of the Fund. These provisions include
staggered terms of office for the Trustees, advance notice requirements for
shareholder proposals, and super-majority voting requirements for certain
transaction with affiliates, open-ending the Fund or a merger, asset sale or
similar transaction. Holders of AMPS will have voting rights in addition to and
separate from the voting rights of common shareholders with respect to certain
of these matters. The holders of AMPS, on the one hand, and the holders of
common shares, on the other, may have interests that conflict in these
situations.
Market Disruption Risk. Certain events have a disruptive effect on the
securities markets, such as terrorist attacks (including the terrorist attacks
in the United States on September 11, 2001), war and other geopolitical events.
The Fund cannot predict the effects of similar events in the future on the U.S.
economy. High yield securities tend to be more volatile than higher rated debt
securities so that these events and any actions resulting from them may have a
greater impact on the prices and volatility of high yield securities than on
higher rated securities.
31
MANAGEMENT OF THE FUND
TRUSTEES AND OFFICERS
The Fund's Board of Trustees provides broad supervision over the affairs of
the Fund. The officers of the Fund are responsible for the Fund's operations.
There are seven Trustees of the Fund, two of whom are "interested persons" of
the Trust (as defined in the 1940 Act) and five of whom are not "interested
persons." The names and business addresses of the trustees and officers of the
Fund and their principal occupations and other affiliations during the past five
years are set forth under "Management of the Fund" in the Statement of
Additional Information.
INVESTMENT ADVISER
The Fund's investments are managed by Calamos, 1111 E. Warrenville Road,
Naperville, IL. On September 30, 2003 Calamos managed approximately $20.2
billion in assets of individuals and institutions. Calamos is a wholly-owned
subsidiary of Holdings. Holdings is controlled by John P. Calamos, who has been
engaged in the investment advisory business since 1977.
INVESTMENT MANAGEMENT AGREEMENT
Subject to the overall authority of the Board of Trustees, Calamos
regularly provides the Fund with investment research, advice and supervision and
furnishes continuously an investment program for the Fund. In addition, Calamos
furnishes for use of the Fund such office space and facilities as the Fund may
require for its reasonable needs and supervises the business and affairs of the
Fund and provides the following other services on behalf of the Fund and not
provided by persons not a party to the investment management agreement: (a)
preparing or assisting in the preparation of reports to and meeting materials
for the Trustees; (b) supervising, negotiating contractual arrangements with, to
the extent appropriate, and monitoring the performance of, accounting agents,
custodians, depositories, transfer agents and pricing agents, accountants,
attorneys, printers, underwriters, brokers and dealers, insurers and other
persons in any capacity deemed to be necessary or desirable to Fund operations;
(c) assisting in the preparation and making of filings with the Commission and
other regulatory and self-regulatory organizations, including, but not limited
to, preliminary and definitive proxy materials, amendments to the Fund's
registration statement on Form N-2 and semi-annual reports on Form N-SAR; (d)
overseeing the tabulation of proxies by the Fund's transfer agent; (e) assisting
in the preparation and filing of the Fund's federal, state and local tax
returns; (f) assisting in the preparation and filing of the Fund's federal
excise tax return pursuant to Section 4982 of the Code, if required; (g)
providing assistance with investor and public relations matters; (h) monitoring
the valuation of portfolio securities and the calculation of net asset value;
(i) monitoring the registration of shares of beneficial interest of the Fund
under applicable federal and state securities laws; (j) maintaining or causing
to be maintained for the Fund all books, records and reports and any other
information required under the 1940 Act, to the extent that such books, records
and reports and other information are not maintained by the Fund's custodian or
other agents of the Fund; (k) assisting in establishing the accounting policies
of the Fund; (l) assisting in the resolution of accounting issues that may arise
with respect to the Fund's operations and consulting with the Fund's independent
accountants, legal counsel and the Fund's other agents as necessary in
connection therewith; (m) reviewing the Fund's bills; (n) assisting the Fund in
determining the amount of dividends and distributions available to be paid by
the Fund to its shareholders, preparing and arranging for the printing of
dividend notices to shareholders, and providing the transfer and dividend paying
agent, the custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and distributions;
and (o) otherwise assisting the Fund as it may reasonably request in the conduct
of the Fund's business, subject to the direction and control of the Trustees.
Under the investment management agreement, the Fund pays to Calamos a fee
based on the average weekly managed assets that is accrued daily and paid on a
monthly basis. The fee paid by the Fund is at the annual rate of 0.80% of
managed assets. Assuming the issuance of AMPS with an aggregate liquidation
preference of approximately 33% of the Fund's total assets, the investment
management fee
32
attributable to common shares would be 1.21%. Because the fees paid to Calamos
are determined on the basis of the Fund's managed assets, Calamos' interest in
determining whether to leverage the Fund may differ from the interests of the
Fund and its common shareholders.
Under the terms of its investment management agreement, except for the
services and facilities provided by Calamos as set forth therein, the Fund
assumes and pays all expenses for all other Fund operations and activities and
shall reimburse Calamos for any such expenses incurred by Calamos. The expenses
borne by the Fund include, without limitation: (a) organization expenses of the
Fund (including out-of-pocket expenses, but not including Calamos' overhead or
employee costs); (b) fees payable to Calamos; (c) legal expenses; (d) auditing
and accounting expenses; (e) maintenance of books and records that are required
to be maintained by the Fund's custodian or other agents of the Fund; (f)
telephone, telex, facsimile, postage and other communications expenses; (g)
taxes and governmental fees; (h) fees, dues and expenses incurred by the Fund in
connection with membership in investment company trade organizations and the
expense of attendance at professional meetings of such organizations; (i) fees
and expenses of accounting agents, custodians, subcustodians, transfer agents,
dividend disbursing agents and registrars; (j) payment for portfolio pricing or
valuation services to pricing agents, accountants, bankers and other
specialists, if any; (k) expenses of preparing share certificates; (l) expenses
in connection with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; (m) expenses relating to investor
and public relations provided by parties other than Calamos; (n) expenses and
fees of registering or qualifying shares of beneficial interest of the Fund for
sale; (o) interest charges, bond premiums and other insurance expenses; (p)
freight, insurance and other charges in connection with the shipment of the
Fund's portfolio securities; (q) the compensation and all expenses (specifically
including travel expenses relating to Fund business) of Trustees, officers and
employees of the Fund who are not affiliated persons of Calamos; (r) brokerage
commissions or other costs of acquiring or disposing of any portfolio securities
of the Fund; (s) expenses of printing and distributing reports, notices and
dividends to shareholders; (t) expenses of preparing and setting in type,
printing and mailing prospectuses and statements of additional information of
the Fund and supplements thereto; (u) costs of stationery; (v) any litigation
expenses; (w) indemnification of Trustees and officers of the Fund; (x) costs of
shareholders' and other meetings; (y) interest on borrowed money, if any; and
(z) the fees and other expenses of listing the Fund's shares on the New York
Stock Exchange or any other national stock exchange.
For the first eight years of the Fund's operations, Calamos has
contractually agreed to waive its management fee in the annual amounts, and for
the time periods, set forth below:
FEES WAIVED
PERIOD ENDING (AS A PERCENTAGE OF AVERAGE
JUNE 30, WEEKLY MANAGED ASSETS)
--------------------- ---------------------------
2002(1).............. 0.25%
2003................. 0.25%
2004................. 0.25%
2005................. 0.25%
2006................. 0.25%
FEES WAIVED
PERIOD ENDING (AS A PERCENTAGE OF AVERAGE
JUNE 30, WEEKLY MANAGED ASSETS)
--------------------- ---------------------------
2007................. 0.25%
2008................. 0.18%
2009................. 0.11%
2010................. 0.04%
---------------
(1) From the commencement of operations.
Calamos has not agreed to waive any portion of its management fees beyond
June 30, 2010.
PORTFOLIO MANAGER
John P. Calamos and Nick P. Calamos are responsible for managing the
portfolio of the Fund. During the past five years, John P. Calamos has been
president of Calamos and Calamos Financial Services, Inc. ("CFS"), an affiliate
of Calamos, and Nick P. Calamos has been senior executive vice president of
Calamos and CFS.
33
ADMINISTRATOR
Under the terms of an administration agreement among the Fund, Calamos and
Princeton Administrators, L.P. (the "Administrator"), an affiliate of Merrill
Lynch, Pierce, Fenner & Smith Incorporated (the "Administration Agreement"), the
Administrator performs or arranges for the performance of certain administrative
services necessary for the operation of the Fund, including, but not limited to,
maintaining certain of the books and records of the Fund, preparing certain
reports and other documents required by U.S. federal securities laws and
regulations, responding to inquiries from Fund shareholders, calculating and
distributing for publication the net asset value of the Fund's shares and
providing the Fund with certain administrative office facilities. For the
services rendered and the facilities furnished, Calamos (and not the Fund) pays
the Administrator a monthly fee at the annual rate of 0.125% of the Fund's
average weekly managed assets, subject to a monthly minimum fee of $12,500. The
Administration Agreement will continue in effect until terminated by any party
upon 60 days' prior written notice.
34
DESCRIPTION OF AMPS
The following is a brief description of the terms of the AMPS. For the
complete terms of the AMPS, please refer to the detailed description of the AMPS
in the Form of Amended and Restated Statement of Preferences for AMPS (the
"Statement") attached as Appendix A to the Statement of Additional Information.
GENERAL
The Fund's Agreement and Declaration of Trust authorizes the issuance of an
unlimited number of preferred shares, no par value per share, in one or more
classes or Series with rights as determined by the Board of Trustees without the
approval of common shareholders. The Statement currently authorizes the issuance
of 2,040 shares of Series M AMPS, 2,040 shares of Series TU AMPS, 2,040 shares
of Series W AMPS, 2,040 shares of Series TH AMPS, 2,400 shares of Series W28
AMPS, 2,400 shares of Series TH7 AMPS, and 2,400 shares of Series F7 AMPS. All
AMPS will have a liquidation preference of $25,000 per share, plus an amount
equal to accumulated but unpaid dividends (whether or not earned or declared).
The AMPS of each Series will rank on parity with any other Series of AMPS
and any other Series of preferred shares of the Fund as to the payment of
dividends and the distribution of assets upon liquidation. Each AMPS carries one
vote on matters on which AMPS can be voted. The AMPS, when issued by the Fund
and paid for pursuant to the terms of this prospectus, will be fully paid and
non-assessable and will have no preemptive, exchange or conversion rights. Any
AMPS repurchased or redeemed by the Fund will be classified as authorized and
unissued AMPS. The Board of Trustees may by resolution classify or reclassify
any authorized and unissued AMPS from time to time by setting or changing the
preferences, rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption of such shares. The AMPS
will be subject to mandatory redemption under certain circumstances described
below.
DIVIDENDS AND RATE PERIODS
The following is a general description of dividends and rate periods for
the AMPS offered in this Prospectus.
Rate Periods. The initial rate period and rate for each Series of AMPS is
as set forth below:
SERIES INITIAL RATE PERIOD INITIAL DIVIDEND RATE
------ ------------------- ---------------------
W28 27 days 1.18%
TH7 7 days 1.20%
F7 10 days 1.20%
Any subsequent rate periods of a Series of AMPS will generally be seven or
28 days. The Fund, subject to certain conditions, may change the length of
subsequent rate periods by designating them as special rate periods. See
"-- Designation of Special Rate Periods" below.
Dividend Payment Dates. Dividends on each Series of AMPS will be payable,
when, as and if declared by the Board of Trustees, out of legally available
funds in accordance with the Agreement and Declaration of Trust, the Statement
and applicable law. Dividends are scheduled to be paid for each Series of AMPS
offered in this prospectus as follows:
INITIAL DIVIDEND SUBSEQUENT DIVIDEND
SERIES PAYMENT DATE PAYMENT DATES
------ ----------------- -------------------
W28 December 11, 2003 Every 28 days
TH7 November 21, 2003 Every Friday
F7 November 24, 2003 Every Monday
Dividend periods generally will begin on the first business day after an
auction. If dividends are payable on a day that is not a business day, then
dividends will generally be payable on the next day if
35
such day is a business day, or as otherwise specified in the Statement. In
addition, the Fund may specify different dividend payment dates for any special
rate period of more than seven days in the case of Series TH7 and Series F7 AMPS
and more than 28 days in the case of Series W28 AMPS, provided that such dates
shall be set forth in the notice of special rate period relating to such special
rate period.
If a Dividend Payment Date is not a business day because the New York Stock
Exchange is closed for business for more than three consecutive business days
due to an act of God, natural disaster, act of war, civil or military
disturbance, act of terrorism, sabotage, riots or a loss or malfunction of
utilities or communications services, or the dividend payable on such date can
not be paid for any such reason, then:
- the Dividend Payment Date for the affected dividend period will be the
next business day on which the trust and its paying agent, if any, can
pay the dividend;
- the affected dividend period will end on the day it otherwise would have
ended; and
- the next dividend period will begin and end on the dates on which it
otherwise would have begun and ended.
Dividends will be paid through the Depository Trust Company ("DTC") on each
dividend payment date. The dividend payment date will normally be the first
business day after the dividend period ends. DTC, in accordance with its current
procedures, is expected to distribute dividends received from the auction agent
in same-day funds on each dividend payment date to agent members (members of DTC
that will act on behalf of existing or potential holders of AMPS). These agent
members are in turn expected to distribute such dividends to the persons for
whom they are acting as agents. However, each of the current Broker-Dealers has
indicated to the Fund that dividend payments will be available in same-day funds
on each dividend payment date to customers that use a Broker-Dealer or a
Broker-Dealer's designee as agent member.
Calculation of Dividend Payment. The Fund computes the dividends per share
payable on AMPS by multiplying the applicable rate in effect by a fraction. The
numerator of this fraction will normally be the number of days in the rate
period and the denominator will normally be 360. This rate is then multiplied by
$25,000 to arrive at the dividends per share.
Dividends on AMPS will accumulate from the date of their original issue,
which is November 14, 2003 for Series W28, Series TH7 and Series F7 AMPS. For
each dividend payment period after the initial rate period, the dividend will be
the dividend rate determined at auction. The dividend rate that results from an
auction will not be greater than the maximum applicable rate described below.
The maximum applicable rate for any standard rate period will be the
applicable percentage (set forth in the table below) of the applicable "AA"
Financial Commercial Paper Rate. In the case of a special rate period, the
maximum applicable rate will be specified by the Fund in the notice of the
special rate period for such dividend payment period. The applicable percentage
will be determined based on the lower of the credit rating or ratings assigned
to the AMPS by Fitch and Moody's. If Fitch and Moody's or both do not make such
rating available, the rate will be determined by reference to equivalent ratings
issued by a substitute rating agency.
CREDIT RATINGS FOR AMPS APPLICABLE
---------------------------- PERCENTAGE:
MOODY'S FITCH NO NOTIFICATION
------------- ------------ ---------------
Aa3 or higher AA- or
higher 150%
A3 to A1 A- to A+ 200%
Baa3 to Baa1 BBB- to BBB+ 225%
Below Baa3 Below BBB- 275%
On each dividend payment date, the Fund is required to deposit with the
auction agent sufficient funds for the payment of declared dividends. The
failure to make such deposit will not result in the
36
cancellation of any auction. The Fund does not intend to establish any reserves
for the payment of dividends.
Restrictions on Dividend, Redemption and Other Payments. Under the 1940
Act, the Fund may not (i) declare any dividend with respect to the AMPS if, at
the time of such declaration (and after giving effect thereto), asset coverage
with respect to the Fund's Borrowings that are senior securities representing
indebtedness (as defined in the 1940 Act), would be less than 200% (or such
other percentage as may in the future be specified in or under the 1940 Act as
the minimum asset coverage for senior securities representing indebtedness of a
closed-end investment company as a condition of declaring dividends on its
preferred shares) or (ii) declare any other distribution on the AMPS or purchase
or redeem AMPS if at the time of the declaration (and after giving effect
thereto), asset coverage with respect to the Fund's senior securities
representing indebtedness would be less than 300% (or such other percentage as
may in the future be specified in or under the 1940 Act as the minimum asset
coverage for senior securities representing indebtedness of a closed-end
investment company as a condition of declaring distributions, purchases or
redemptions of its shares of beneficial interest). "Senior securities
representing indebtedness" generally means any bond, debenture, note or similar
obligation or instrument constituting a security (other than shares of
beneficial interest) and evidencing indebtedness and could include the Fund's
obligations under any Borrowings. For purposes of determining asset coverage for
senior securities representing indebtedness in connection with the payment of
dividends or other distributions on or purchases or redemptions of stock, the
term "senior security" does not include any promissory note or other evidence of
indebtedness issued in consideration of any loan, extension or renewal thereof,
made by a bank or other person and privately arranged, and not intended to be
publicly distributed. The term "senior security" also does not include any such
promissory note or other evidence of indebtedness in any case where such a loan
is for temporary purposes only and in an amount not exceeding 5% of the value of
the total assets of the Fund at the time when the loan is made; a loan is
presumed under the 1940 Act to be for temporary purposes if it is repaid within
60 days and is not extended or renewed; otherwise it is presumed not to be for
temporary purposes. For purposes of determining whether the 200% and 300% asset
coverage requirements described above apply in connection with dividends or
distributions on or purchases or redemptions of AMPS, such asset coverages may
be calculated on the basis of values calculated as of a time within 48 hours
(not including Sundays or holidays) next preceding the time of the applicable
determination.
In addition, a declaration of a dividend or other distribution on or
purchase or redemption of AMPS may be prohibited (i) at any time when an event
of default under any Borrowings has occurred and is continuing; or (ii) after
giving effect to such declaration, the Fund would not have eligible portfolio
holdings with an aggregated discounted value at least equal to any asset
coverage requirements associated with such Borrowings; or (iii) the Fund has not
redeemed the full amount of Borrowings, if any, required to be redeemed by any
provision for mandatory redemption.
While any of the AMPS are outstanding, the Fund generally may not declare,
pay or set apart for payment, any dividend or other distribution in respect of
its common shares (other than in additional shares of common stock or rights to
purchase common stock) or repurchase any of its common shares (except by
conversion into or exchange for shares of the Fund ranking junior to the AMPS as
to the payment of dividends and the distribution of assets upon liquidation)
unless each of the following conditions has been satisfied:
- in the case of Moody's coverage requirements, immediately after such
transaction, the aggregate Moody's Coverage Value (i.e., the aggregate
value of the Fund's portfolio discounted according to Moody's criteria)
would be equal to or greater than the Preferred Shares Basic Maintenance
Amount (i.e., the amount necessary to pay all outstanding obligations of
the Fund with respect to the AMPS, any preferred stock outstanding
expenses for the next 90 days and any other liabilities of the Fund) (see
"Rating Agency Guidelines" below);
37
- in the case of Fitch's coverage requirements, immediately after such
transaction, the Aggregate Fitch Value (i.e., the aggregate value of the
Fund's portfolio discounted according to Fitch criteria) would be equal
to or greater than the Preferred Shares Basic Maintenance Amount;
- immediately after such transaction, the 1940 Act Preferred Shares Asset
Coverage (as defined in this Prospectus under "Rating Agency Guidelines"
below) is met;
- full cumulative dividends on the AMPS due on or prior to the date of the
transaction have been declared and paid or have been declared and
sufficient funds for the payment thereof deposited with the auction
agent; and
- the Fund has redeemed the full number of AMPS required to be redeemed by
any provision for mandatory redemption contained in the Statement.
The Fund generally will not declare, pay or set apart for payment any
dividend on any shares of the Fund ranking as to the payment of dividends on a
parity with AMPS unless the Fund has declared and paid or contemporaneously
declares and pays full cumulative dividends on the AMPS through its most recent
dividend payment date. However, if the Fund has not paid dividends in full on
the AMPS through the most recent dividend payment date or upon any shares of the
Fund ranking, as to the payment of dividends, on a parity with AMPS through
their most recent respective dividend payment dates, the amount of dividends
declared per share on AMPS and such other class or Series of shares will in all
cases bear to each other the same ratio that accumulated dividends per share on
the AMPS and such other class or Series of shares bear to each other.
Designation of Special Rate Periods. The Fund may, in certain situations,
declare a special rate period. Prior to declaring a special rate period, the
Fund will give notice (a "notice of special rate period") to the auction agent
and to each Broker-Dealer. The notice will state that the next succeeding rate
period for the AMPS will be a number of days as specified in such notice. The
Fund may not designate a special rate period unless sufficient clearing bids
were made in the most recent auction. In addition, full cumulative dividends,
any amounts due with respect to mandatory redemptions and any additional
dividends payable prior to such date must be paid in full or deposited with the
auction agent. In addition, the Fund does not intend to designate a special rate
period if such designation would adversely affect Moody's or Fitch's or any
substitute rating agency's then-current rating on the AMPS and Merrill Lynch, if
Merrill Lynch is acting as a Broker-Dealer, objects to the designation of a
special rate period (the Fund may terminate the agreement with any
Broker-Dealer, including Merrill Lynch upon five days notice). The Fund also
must have portfolio securities with a discounted value at least equal to the
Preferred Share Maintenance Amount. A notice of special rate period also will
specify whether the AMPS will be subject to optional redemption during such
special rate period and, if so, the redemption, premium, if any, required to be
paid by the Fund in connection with such optional redemption.
VOTING RIGHTS
Except as noted below, the Fund's common shares and AMPS have equal voting
rights of one vote per share and vote together as a single class. In elections
of trustees, the holders of AMPS, as a separate class, vote to elect two
trustees. The Board of Trustees will determine to which class or classes the
Trustees elected by the holders of AMPS will be assigned and the holders of the
AMPS shall only be entitled to elect the Trustees so designated as being elected
by the holders of the AMPS, when their term shall have expired and such Trustees
appointed by the holders of AMPS will be allocated as evenly as possible among
the classes of Trustees. The holders of the common shares and holders of AMPS
vote together as a single class to elect the remaining trustees. In addition,
during any period ("Voting Period") in which the Fund has not paid dividends on
the AMPS in an amount equal to two full years dividends, the holders of AMPS,
voting as a single class, are entitled to elect (in addition to the two trustees
set forth above) the smallest number of additional directors as is necessary to
ensure that a majority of the trustees has been elected by the holders of AMPS.
The holders of AMPS will continue to have these rights until all dividends in
arrears have been paid or otherwise provided for.
38
In an instance when the Fund has not paid dividends as set forth in the
immediately preceding paragraph, the terms of office of all persons who are
trustees of the Fund at the time of the commencement of a Voting Period will
continue, notwithstanding the election by the holders of the AMPS of the number
of trustees that such holders are entitled to elect. The persons elected by the
holders of the AMPS, together with the incumbent trustees, will constitute the
duly elected trustees of the Fund. When all dividends in arrears on the AMPS
have been paid or provided for, the terms of office of the additional trustees
elected by the holders of the AMPS will terminate.
So long as any of the AMPS are outstanding, the Fund will not, without the
affirmative vote of the holders of a majority of the outstanding AMPS, (i)
institute any proceedings to be adjudicated bankrupt or insolvent, or consent to
the institution of bankruptcy or insolvency proceedings against it, or file a
petition seeking or consenting to reorganization or relief under any applicable
federal or state law relating to bankruptcy or insolvency, or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Fund or a substantial part of its property, or make any
assignment for the benefit of creditors, or, except as may be required by
applicable law, admit in writing its inability to pay its debts generally as
they become due or take any corporate action in furtherance of any such action;
(ii) create, incur or suffer to exist, or agree to create, incur or suffer to
exist, or consent to cause or permit in the future (upon the happening of a
contingency or otherwise) the creation, incurrence or existence of any material
lien, mortgage, pledge, charge, security interest, security agreement,
conditional sale or trust receipt or other material encumbrance of any kind upon
any of the Fund's assets as a whole, except (A) liens the validity of which are
being contested in good faith by appropriate proceedings, (B) liens for taxes
that are not then due and payable or that can be paid thereafter without
penalty, (C) liens, pledges, charges, security interests, security agreements or
other encumbrances arising in connection with any indebtedness senior to the
AMPS, (D) liens, pledges, charges, security interests, security agreements or
other encumbrances arising in connection with any indebtedness permitted under
clause (iii) below and (E) liens to secure payment for services rendered
including, without limitation, services rendered by the Fund's Paying Agent and
the auction agent; or (iii) create, authorize, issue, incur or suffer to exist
any indebtedness for borrowed money or any direct or indirect guarantee of such
indebtedness for borrowed money, except the Fund may borrow as may be permitted
by the Fund's investment restrictions; provided, however, that transfers of
assets by the Fund subject to an obligation to repurchase will not be deemed to
be indebtedness for purposes of this provision to the extent that after any such
transaction the Fund has eligible assets with an aggregate discounted value at
least equal to the Preferred Shares Basic Maintenance Amount as of the
immediately preceding valuation date.
In addition, the affirmative vote of the holders of a majority, as defined
in the 1940 Act, of the outstanding AMPS is required to approve any plan of
reorganization (as such term is used in the 1940 Act) adversely affecting such
shares or any action requiring a vote of security holders of the Fund under
Section 13(a) of the 1940 Act, including, among other things, changes in the
Fund's fundamental investment restrictions described under "Investment
Restrictions" in the Statement of Additional Information and changes in the
Fund's subclassification as a closed-end investment company.
The affirmative vote of the holders of a majority, as defined in the 1940
Act, of the outstanding AMPS of any series, voting separately from any other
series, shall be required with respect to any matter that materially and
adversely affects the rights, preferences, or powers of that Series in a manner
different from that of other Series or classes of the Fund's shares of
beneficial interest. For purposes of the foregoing, no matter will be deemed to
adversely affect any right, preference or power unless such matter (i) alters or
abolishes any preferential right of such series; (ii) creates, alters or
abolishes any right in respect of redemption of such series; or (iii) creates or
alters (other than to abolish) any restriction on transfer applicable to such
series. The vote of holders of any Series described in this paragraph will in
each case be in addition to a separate vote of the requisite percentage of
common shares and/or preferred shares necessary to authorize the action in
question.
The common shares and the AMPS also will vote separately to the extent
otherwise required under Delaware law or the 1940 Act as in effect from time to
time. The class votes of holders of AMPS
39
described above will in each case be in addition to any separate vote of the
requisite percentage of common shares and AMPS, voting together as a single
class, necessary to authorize the action in question.
For purpose of any right of the holders of AMPS to vote on any matter,
whether the right is created by the Agreement and Declaration of Trust, by
statute or otherwise, a holder of a preferred share is not entitled to vote and
the AMPS will not be deemed to be outstanding for the purpose of voting or
determining the number of AMPS required to constitute a quorum, if prior to or
concurrently with a determination of the AMPS entitled to vote or of AMPS deemed
outstanding for quorum purposes, as the case may be, a notice of redemption was
given in respect of those AMPS and sufficient Deposit Securities (as defined in
the Statement of Additional Information) for the redemption of those AMPS were
deposited.
RATING AGENCY GUIDELINES
The Fund is required under Fitch and Moody's guidelines to maintain assets
having in the aggregate a discounted value at least equal to the Preferred
Shares Basic Maintenance Amount (as defined below). Fitch and Moody's have each
established separate guidelines for determining discounted value. To the extent
any particular portfolio holding does not satisfy the applicable rating agency's
guidelines, all or a portion of such holding's value will not be included in the
calculation of discounted value (as defined by the rating agency). The Fitch and
Moody's guidelines also impose certain diversification requirements on the
Fund's overall portfolio. The "Preferred Shares Basic Maintenance Amount"
includes the sum of (i) the aggregate liquidation preference of the AMPS then
outstanding, (ii) the total principal of any senior debt (plus accrued and
projected dividends), (iii) certain Fund expenses and (iv) certain other current
liabilities.
The Fund also is required under rating agency guidelines to maintain, with
respect to the AMPS, as of the last business day of each month in which AMPS are
outstanding, asset coverage of at least 200% with respect to senior securities
that are shares of the Fund, including the AMPS (or such other asset coverage as
may in the future be specified in or under the 1940 Act as the minimum asset
coverage for senior securities that are shares of a closed-end investment
company as a condition of declaring dividends on its Common Shares) ("1940 Act
Preferred Shares Asset Coverage"). Based on the Fund's assets and liabilities as
of October 31, 2003, and assuming the issuance of all AMPS offered hereby and
the use of the proceeds as intended, the 1940 Act Preferred Shares Asset
Coverage with respect to AMPS would be:
Value of Fund assets less liabilities
not constituting senior securities $1,172,740,512
= = 305.40%
----------------------------------------------------------- --------------
Senior securities representing indebtedness $384,000,000
plus liquidation value of the preferred shares
If the Fund does not timely cure a failure to maintain (1) a discounted
value of its portfolio equal to the Preferred Shares Basic Maintenance Amount or
(2) the 1940 Act Preferred Shares Asset Coverage, in each case in accordance
with the requirements of the rating agency or agencies then rating the AMPS, the
Fund will be required to redeem AMPS as described below under "-- Redemption."
The Fund may, but is not required to, adopt any modifications to the
guidelines that may hereafter be established by Fitch and Moody's. Failure to
adopt any such modifications, however, may result in a change or a withdrawal of
the ratings altogether. In addition, any rating agency providing a rating for
the AMPS may, at any time, change or withdraw any such rating. The Board of
Trustees may, without stockholder approval, amend, alter, add to or repeal any
or all of the definitions and related provisions that have been adopted by the
Fund pursuant to the rating agency guidelines in the event the Fund receives
written confirmation from Fitch and Moody's, or both, as appropriate, that any
such change would not impair the ratings then assigned by Fitch and Moody's to
the AMPS.
The Board of Trustees may amend the definition of Maximum Rate to increase
the percentage amount by which the Reference Rate is multiplied to determine the
Maximum Rate without the vote or
40
consent of the holders of AMPS, including each series, or any other stockholder
of the Fund, but only with confirmation from each Rating Agency, and after
consultation with the Broker-Dealers, provided that immediately following any
such increase the Fund could meet the Preferred Shares Basic Maintenance Amount
test.
As described by Fitch and Moody's, the AMPS rating is an assessment of the
capacity and willingness of the Fund to pay AMPS' obligations. The ratings on
the AMPS are not recommendations to purchase, hold or sell the AMPS, inasmuch as
the ratings do not comment as to market price or suitability for a particular
investor. The rating agency guidelines also do not address the likelihood that
an owner of the AMPS will be able to sell such shares in an auction or
otherwise. The ratings are based on current information furnished to Fitch and
Moody's by the Fund and Calamos and information obtained from other sources. The
ratings may be changed, suspended or withdrawn as a result of changes in, or the
unavailability of, such information.
The rating agency guidelines will apply to the AMPS only so long as such
rating agency is rating these shares. The Fund will pay fees to Fitch and
Moody's for rating the AMPS.
REDEMPTION
Mandatory Redemption. If the Fund does not timely cure a failure to (1)
maintain a discounted value of its portfolio equal to the Preferred Shares Basic
Maintenance Amount, (2) maintain the 1940 Act Preferred Shares Asset Coverage,
or (3) file certain certificates related to asset coverage on time, the AMPS
will be subject to mandatory redemption out of funds legally available therefore
in accordance with the Statement and applicable law, at the redemption price of
$25,000 per share plus an amount equal to accumulated but unpaid dividends
thereon (whether or not earned or declared) to (but not including) the date
fixed for redemption. Any such redemption will be limited to the number of AMPS
necessary to restore the required discounted value or the 1940 Act Preferred
Shares Asset Coverage, as the case may be.
In determining the number of AMPS required to be redeemed in accordance
with the foregoing, the Fund will allocate the number of shares required to be
redeemed to satisfy the Preferred Shares Basic Maintenance Amount or the 1940
Act Preferred Shares Asset Coverage, as the case may be, pro rata among the AMPS
of the Fund and any other preferred shares of the Fund, subject to redemption or
retirement. If fewer than all outstanding shares of any series are, as a result,
to be redeemed, the Fund may redeem such shares by lot or other method that it
deems fair and equitable.
Optional Redemption. To the extent permitted under the 1940 Act and
Delaware law, the Fund at its option may without the consent of the holders of
AMPS, redeem AMPS having a dividend period of one year or less, in whole or in
part, on the business day after the last day of such dividend period upon not
less than 15 calendar days and not more than 40 calendar days prior notice. The
optional redemption price per share will be $25,000 per share, plus an amount
equal to accumulated but unpaid dividends thereon (whether or not earned or
declared) to the date fixed for redemption. AMPS having a dividend period of
more than one year are redeemable at the option of the Fund, in whole or in
part, prior to the end of the relevant dividend period, subject to any specific
redemption provisions, which may include the payment of redemption premiums to
the extent required under any applicable specific redemption provisions. The
Fund will not make any optional redemption unless, after giving effect thereto,
(i) the Fund has available certain deposit securities with maturities or tender
dates not later than the day preceding the applicable redemption date and having
a value not less than the amount (including any applicable premium) due to
holders of the AMPS by reason of the redemption of the AMPS on such date fixed
for the redemption and (ii) the Fund has eligible assets with an aggregate
discounted value at least equal to the Preferred Shares Basic Maintenance
Amount.
Notwithstanding the foregoing, AMPS may not be redeemed at the option of
the Fund unless all dividends in arrears on the outstanding AMPS, and any other
outstanding preferred shares, have been or are being contemporaneously paid or
set aside for payment. This would not prevent the lawful purchase or exchange
offer for AMPS made on the same terms to holders of all outstanding preferred
shares.
41
LIQUIDATION
Subject to the rights of holders of any Series or class or classes of
shares ranking on a parity with AMPS with respect to the distribution of assets
upon liquidation of the Fund, upon a liquidation of the Fund, whether voluntary
or involuntary, the holders of AMPS then outstanding will be entitled to receive
and to be paid out of the assets of the Fund available for distribution to its
shareholders, before any payment or distribution is made on the common shares,
an amount equal to the liquidation preference with respect to such shares
($25,000 per share), plus an amount equal to all dividends thereon (whether or
not earned or declared by the Fund, but excluding the interest thereon)
accumulated but unpaid to and including the date of final distribution in
same-day funds in connection with the liquidation of the Fund. After the payment
to the holders of AMPS of the full preferential amounts provided for as
described herein, the holders of AMPS as such will have no right or claim to any
of the remaining assets of the Fund.
Neither the sale of all or substantially all the property or business of
the Fund, nor the merger or consolidation of the Fund into or with any other
entity nor the merger or consolidation of any other entity into or with the
Fund, will be a liquidation, whether voluntary or involuntary, for the purposes
of the foregoing paragraph.
42
THE AUCTION
GENERAL
The Statement provides that, except as otherwise described in this
prospectus, the applicable rate for the AMPS for each rate period after the
initial rate period will be the rate that results from an auction conducted as
set forth in the Statement and summarized below. In such an auction, persons
determine to hold or offer to sell or, based on dividend rates bid by them,
offer to purchase or sell AMPS. See the Statement included in the Statement of
Additional Information for a more complete description of the auction process.
Auction Agency Agreement. The Fund has entered into an auction agency
agreement with the auction agent (The Bank of New York) which provides, among
other things, that the auction agent will follow the auction procedures to
determine the applicable rate for AMPS, so long as the applicable rate for AMPS
is to be based on the results of an auction.
The auction agent may terminate the auction agency agreement upon notice to
the Fund no earlier than 60 days after the delivery of such notice. If the
auction agent should resign, the Fund will use its best efforts to enter into an
agreement with a successor auction agent containing substantially the same terms
and conditions as the auction agency agreement. The Fund may remove the auction
agent provided that, prior to such removal, the Fund has entered into such an
agreement with a successor auction agent.
Broker-Dealer Agreements. Each auction requires the participation of one
or more Broker-Dealers. The auction agent will enter into agreements with
several Broker-Dealers selected by the Fund, which provide for the participation
of those Broker-Dealers in auctions for AMPS.
The auction agent will pay to each Broker-Dealer after each auction from
funds provided by the Fund, a service charge at the annual rate of 1/4 of 1% of
the liquidation preference ($25,000 per share) of the AMPS held by that
Broker-Dealer's customer upon settlement in an auction.
The Fund may request that the auction agent terminate one or more
Broker-Dealer agreements at any time upon five days' notice, provided that at
least one Broker-Dealer agreement is in effect after termination of the
agreement.
AUCTION PROCEDURES
Prior to the submission deadline on each auction date for the AMPS, each
customer of a Broker-Dealer who is listed on the records of that Broker-Dealer
(or, if applicable, the auction agent) as a beneficial owner of AMPS may submit
the following types of orders with respect to shares of such Series of AMPS to
that Broker-Dealer:
1. Hold Order -- indicating its desire to hold AMPS without regard to
the applicable rate for the next rate period.
2. Bid -- indicating its desire to sell shares of such Series at
$25,000 per share if the applicable rate for shares of such Series for the
next period is less than the rate or spread specified in the bid.
3. Sell Order -- indicating its desire to sell shares of such series
at $25,000 per share without regard to the applicable rate for shares of
such Series for the next period.
A beneficial owner of AMPS may submit different types of orders to its
Broker-Dealer with respect to AMPS then held by the beneficial owner. A
beneficial owner that submits a bid to its Broker-Dealer having a rate higher
than the maximum applicable rate on the auction date will be treated as having
submitted a sell order to its Broker-Dealer. A beneficial owner that fails to
submit an order to its Broker-Dealer will ordinarily be deemed to have submitted
a hold order to its Broker-Dealer. However, if a beneficial owner fails to
submit an order for some or all of its shares to its Broker-Dealer for an
auction relating to a rate period of more than 91 days, such beneficial owner
will be deemed to have submitted a sell order for such shares to its
Broker-Dealer. A sell order constitutes an irrevocable offer to sell the
43
AMPS subject to the sell order. A beneficial owner that offers to become the
beneficial owner of additional AMPS is, for the purposes of such offer, a
potential holder as discussed below.
A potential holder is either a customer of a Broker-Dealer that is not a
beneficial owner of AMPS but that wishes to purchase shares of such Series or
that is a beneficial owner of shares of such Series that wishes to purchase
additional shares of such series. A potential holder may submit bids to its
Broker-Dealer in which it offers to purchase shares of such Series at $25,000
per share if the applicable rate for the next dividend period is not less than
the specified rate in such bid. A bid placed by a potential holder specifying a
rate higher than the maximum rate for shares of such Series on the auction date
will not be accepted.
The Broker-Dealers in turn will submit the orders of their respective
customers who are beneficial owners and potential holders to the auction agent.
They will designate themselves (unless otherwise permitted by the Fund) as
existing holders of shares subject to orders submitted or deemed submitted to
them by beneficial owners. They will designate themselves as potential holders
of shares subject to orders submitted to them by potential holders. However,
neither the Fund nor the auction agent will be responsible for a Broker-Dealer's
failure to comply with these procedures. Any order placed with the auction agent
by a Broker-Dealer as or on behalf of an existing holder or a potential holder
will be treated the same way as an order placed with a Broker-Dealer by a
beneficial owner or potential holder. Similarly, any failure by a Broker-Dealer
to submit to the auction agent an order for any AMPS held by it or customers who
are beneficial owners will be treated as a beneficial owner's failure to submit
to its Broker-Dealer an order in respect of AMPS held by it. A Broker-Dealer may
also submit orders to the auction agent for its own account as an existing
holder or potential holder, provided it is not an affiliate of the Fund.
There are sufficient clearing bids in an auction if the number of shares
subject to bids submitted or deemed submitted to the auction agent by
Broker-Dealers for potential holders with rates or spreads equal to or lower
than the maximum applicable rate is at least equal to the number of shares of
such Series subject to sell orders and the number of shares of such series
subject to bids specifying rates or spreads higher than the maximum applicable
rate for such Series submitted or deemed submitted to the auction agent by
Broker-Dealers for existing holders of such series. If there are sufficient
clearing bids, the applicable rate for shares of such Series for the next
succeeding rate period thereof will be the lowest rate specified in the
submitted bids which, taking into account such rate and all lower rates bid by
Broker-Dealers as or on behalf of existing holders and potential holders, would
result in existing holders and potential holders owning the shares of such
Series available for purchase in the auction.
If there are not sufficient clearing bids for such series, the applicable
rate for the next rate period will be the maximum rate on the auction date.
However, if the Fund has declared a special rate period and there are not
sufficient clearing bids, the election of a special rate period will not be
effective and the applicable rate for the next rate period will be the same as
during the current rate period. If there are not sufficient clearing bids,
beneficial owners of AMPS that have submitted or are deemed to have submitted
sell orders may not be able to sell in the auction all shares subject to such
sell orders. If all of the outstanding AMPS are the subject of submitted hold
orders, then the rate period following the auction will automatically be the
same length as the preceding rate period and the applicable rate for the next
rate period will be the seven-day AA Financial Commercial Paper Rate in the case
of a standard dividend period for the Series M, Series W, Series TH7 and Series
F7 AMPS and the 30-day AA Financial Commercial Paper Rate for the Series TU,
Series TH and Series W28 AMPS.
The auction procedures include a pro rata allocation of shares for purchase
and sale which may result in an existing holder continuing to hold or selling,
or a potential holder purchasing, a number of AMPS that is different than the
number of shares specified in its order. To the extent the allocation procedures
have that result, Broker-Dealers that have designated themselves as existing
holders or potential holders in respect of customer orders will be required to
make appropriate pro rata allocations among their respective customers.
44
Settlement of purchases and sales will be made on the next business day
(which is also a dividend payment date) after the auction date through DTC.
Purchasers will make payment through their agent members in same-day funds to
DTC against delivery to their respective Agent Members. DTC will make payment to
the sellers' Agent Members in accordance with DTC's normal procedures, which now
provide for payment against delivery by their Agent Members in same-day funds.
The auctions for Series M, Series W, Series TH7 and Series F7 AMPS will
normally be held every seven days and the auctions for Series TU, Series TH and
Series W28 AMPS will normally be held every 28 days. Each subsequent rate period
will normally begin on the following business day.
If an Auction Date is not a business day because the New York Stock
Exchange is closed for business for more than three consecutive business days
due to an act of God, natural disaster, act of war, civil or military
disturbance, act of terrorism, sabotage, riots or a loss or malfunction of
utilities or communications services, or the auction agent is not able to
conduct an auction in accordance with the Auction Procedures for any reason,
then the Auction Rate for the next dividend period will be the Auction Rate
determined on the previous Auction Date.
The following is a simplified example of how a typical auction works.
Assume that the Fund has 1,000 outstanding AMPS of any series, and three current
holders. The three current holders and three potential holders submit orders
through Broker-Dealers at the auction:
Current Holder A........ Owns 500 shares, wants to sell all Bid order of 1.5% rate for all 500
500 shares if auction rate is less shares
than 1.5%
Current Holder B........ Owns 300 shares, wants to hold Hold order -- will take the
auction rate
Current Holder C........ Owns 200 shares, wants to sell all Bid order of 1.3% rate for all 200
200 shares if auction rate is less shares
than 1.3%
Potential Holder D...... Wants to buy 200 shares Places order to buy at or above
1.4%
Potential Holder E...... Wants to buy 300 shares Places order to buy at or above
1.3%
Potential Holder F...... Wants to buy 200 shares Places order to buy at or above
1.5%
The lowest dividend rate that will result in all 1,000 AMPS continuing to
be held is 1.4% (the offer by D). Therefore, the dividend rate will be 1.4%.
Current holders B and C will continue to own their shares. Current holder A will
sell its shares because A's dividend rate bid was higher than the dividend rate.
Potential holder D will buy 200 shares and potential holder E will buy 300
shares because their bid rates were at or below the dividend rate. Potential
holder F will not buy any shares because its bid rate was above the dividend
rate.
SECONDARY MARKET TRADING AND TRANSFER OF AMPS
The underwriters are not required to make a market in the AMPS. The
Broker-Dealers (including the underwriters) may maintain a secondary trading
market for outside of auctions, but they are not required to do so. There can be
no assurance that a secondary trading market for AMPS will develop or, if it
does develop, that it will provide owners with liquidity of investment. AMPS
will not be registered on any stock exchange or on the NASDAQ market.
Investors who purchase AMPS in an auction for a special rate period should
note that because the dividend rate on such shares will be fixed for the length
of that dividend period, the value of such shares may fluctuate in response to
the changes in interest rates, and may be more or less than their original cost
if sold on the open market in advance of the next auction thereof, depending on
market conditions.
A beneficial owner or an existing holder may sell, transfer or otherwise
dispose of AMPS only in whole shares and only:
- pursuant to a bid or sell order placed with the auction agent in
accordance with the auction procedures;
45
- to a Broker-Dealer; or
- to such other persons as may be permitted by the Fund; provided, however,
that (x) if you hold your AMPS in the name of a Broker-Dealer, a sale or
transfer of your AMPS to that Broker-Dealer, or to another customer of
that Broker-Dealer, will not be considered a sale or transfer for
purposes of the foregoing if that Broker-Dealer remains the existing
holder of the AMPS immediately after the transaction; and (y) in the case
of all transfers, other than through an auction, the Broker-Dealer (or
other person, if the Fund permits) receiving the transfer will advise the
auction agent of the transfer.
Further description of the auction procedures can be found in the
Statement.
DESCRIPTION OF BORROWINGS
The Agreement and Declaration of Trust authorizes the Fund, without prior
approval of holders of common and preferred shares, including AMPS, to borrow
money. In this connection, the Fund may issue notes or other evidence of
indebtedness (including bank borrowings or commercial paper) and may secure any
such borrowings by mortgaging, pledging or otherwise subjecting as security the
Fund's assets. In connection with such borrowing, the Fund may be required to
maintain minimum average balances with the lender or to pay a commitment or
other fee to maintain a line of credit. Any such requirements will increase the
cost of borrowing over the stated interest rate.
Limitations. Under the requirements of the 1940 Act, the Fund, immediately
after issuing any Borrowings that are senior securities representing
indebtedness (as defined in the 1940 Act), must have an asset coverage of at
least 300%. With respect to any such Borrowings, asset coverage means the ratio
which the value of the total assets of the Fund, less all liabilities and
indebtedness not represented by senior securities, bears to the aggregate amount
of any such Borrowings that are senior securities representing indebtedness,
issued by the Fund. Certain types of Borrowings may also result in the Fund
being subject to covenants in credit agreements relating to asset coverages or
portfolio composition or otherwise. In addition, the Fund may be subject to
certain restrictions imposed by guidelines of one or more rating agencies which
may issue ratings for commercial paper or notes issued by the Fund. Such
restrictions may be more stringent than those imposed by the 1940 Act.
Distribution Preference. The rights of lenders to the Fund to receive
interest on and repayment of principal of any such Borrowings will be senior to
those of the AMPS shareholders, and the terms of any such Borrowings may contain
provisions which limit certain activities of the Fund, including the payment of
dividends to AMPS shareholders in certain circumstances.
Voting Rights. The 1940 Act does (in certain circumstances) grant to the
lenders to the Fund certain voting rights in the event of default in the payment
of interest on or repayment of principal. In the event that such provisions
would impair the Fund's status as a regulated investment company under the Code,
the Fund, subject to its ability to liquidate its relatively illiquid portfolio,
intends to repay the Borrowings. Any Borrowing will likely be ranked senior or
equal to all other existing and future borrowings of the Fund, including AMPS.
The discussion above describes the Board of Trustees' present intention
with respect to a possible offering of Borrowings. If the Board of Trustees
determines to authorize any of the foregoing, the terms may be the same as, or
different from, the terms described above, subject to applicable law and the
Fund's Declaration of Trust.
46
DESCRIPTION OF COMMON SHARES
The Fund is authorized to issue an unlimited number of common shares,
without par value. The Board of Trustees is authorized, however, to classify and
reclassify any unissued shares into one or more additional classes or Series of
shares. The Board of Trustees may establish such Series or class, including
preferred shares, from time to time by setting or changing in any one or more
respects the designations, preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications or terms or
conditions of redemption of such shares and pursuant to such classification or
reclassification to increase or decrease the number of authorized shares of any
existing class or series. The Board of Trustees, without shareholder approval,
is authorized to amend the Agreement and Declaration of Trust and By-laws to
reflect the terms of any such class or series.
Common shares, when issued and outstanding, will be fully paid and
non-assessable. Common shareholders are entitled to share pro rata in the net
assets of the Fund available for distribution to common shareholders upon
liquidation of the Fund. Common shareholders are entitled to one vote for each
share held.
So long as any AMPS of the Fund are outstanding, holders of common shares
will not be entitled to receive any net income of or other distributions from
the Fund unless all accumulated dividends on AMPS have been paid, and unless
asset coverage (as defined in the 1940 Act) with respect to AMPS would be at
least 200% after giving effect to such distributions.
The Common shares are listed on the New York Stock Exchange.
FEDERAL INCOME TAX MATTERS
The following is a description of certain U.S. federal income tax
consequences to a shareholder that acquires, holds and/or disposes of AMPS of
the Fund. This discussion reflects applicable tax laws of the United States as
of the date of this prospectus, which tax laws may be changed or subject to new
interpretations by the courts or the Internal Revenue Service ("IRS")
retroactively or prospectively. No attempt is made to present a detailed
explanation of U.S. federal income tax concerns affecting the Fund and its
shareholders, and the discussion set forth herein does not constitute tax
advice. In addition, no attempt is made to present state, local or foreign tax
concerns or tax concerns applicable to an investor with a special tax status
such as a financial institution or non-U.S. investors. INVESTORS ARE URGED TO
CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE TAX CONSEQUENCES TO THEM BEFORE
INVESTING IN THE FUND.
The Fund has elected to be treated, and intends to qualify each year, as a
"regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code") so that it will not pay U.S. federal income tax
on income and capital gains distributed to shareholders. If the Fund qualifies
as a regulated investment company and distributes to its shareholders at least
90% of the sum of (i) its "investment company taxable income" as that term is
defined in the Code (which includes, among other things, dividends, taxable
interest, the excess of any net short-term capital gains over net long-term
capital losses and certain net foreign exchange gains as reduced by certain
deductible expenses) without regard to the deduction for dividends paid and (ii)
the excess of its gross tax-exempt interest, if any, over certain disallowed
deductions, the Fund will be relieved of U.S. federal income tax on any income
of the Fund, including long-term capital gains, distributed to shareholders.
However, if the Fund retains any investment company taxable income or "net
capital gain" (the excess of net long-term capital gain over net short-term
capital loss), it will be subject to U.S. federal income tax at regular
corporate rates (currently imposed at a maximum rate of 35%) on the amount
retained. The Fund intends to distribute at least annually all or substantially
all of its investment company taxable income, net tax-exempt interest, and net
capital gain.
In addition, the Fund will generally be subject to a nondeductible 4%
federal excise tax on the portion of its undistributed ordinary income and
capital gains if it fails to meet certain distribution requirements with respect
to each calendar year. The Fund intends to make distributions in a timely manner
and accordingly does not expect to be subject to this excise tax.
47
If, for any taxable year, the Fund did not qualify as a regulated
investment company for U.S. federal income tax purposes, it would be treated as
a U.S. corporation subject to U.S. federal income tax and distributions to its
shareholders would not be deducted by the Fund in computing its taxable income.
In such event the Fund's distributions, to the extent derived from the Fund's
current or accumulated earnings and profits, would generally constitute ordinary
dividends, which would generally be eligible for the dividends received
deduction available to corporate shareholders and noncorporate shareholders
would generally be able to treat such distributions as "qualified dividend
income" eligible for reduced rates of federal income taxation in taxable years
beginning on or before December 31, 2008.
It is anticipated that AMPS will constitute stock of the Fund, and thus
distributions with respect to AMPS (other than as described below and other than
distributions in redemption of AMPS subject to Section 302(b) of the Code) will
generally constitute dividends to the extent of the Fund's current or
accumulated earnings and profits, as calculated for U.S. federal income tax
purposes. Such dividends generally will be taxable as ordinary income to holders
and a portion, if any, of such dividends may qualify for either the dividends
received deduction available to corporate shareholders under Section 243 of the
Code or the reduced rates of federal income taxation for "qualified dividend
income" currently available to noncorporate shareholders under Section 1(h) (11)
of the Code, provided certain holding period and other requirements are met.
Dividends designated by the Fund as capital gain distributions will be treated
as long-term capital gains in the hands of holders regardless of the length of
time such holders have held their shares. Distributions in excess of current and
accumulated earnings and profits of the Fund, if any, are treated first as
return of capital to the extent of the shareholder's basis in the AMPS and,
thereafter, as capital gain. The IRS currently requires that a regulated
investment company that has two or more classes of stock allocate to each such
class proportionate amounts of each type of its income (such as ordinary income
and capital gains). Accordingly, the Fund intends to designate distributions
made with respect to AMPS as consisting of particular types of income (e.g.,
ordinary dividends and capital gain distributions) in proportion to the AMPS'
share of total dividends paid during the year. See "Federal Income Tax Matters"
in the Statement of Additional Information.
If the Fund retains any net capital gain, the Fund may designate the
retained amount as undistributed capital gains in a notice to shareholders who,
if subject to U.S. federal income tax on long-term capital gains (i) will be
required to include in income as long-term capital gain, their proportionate
share of such undistributed amount, and (ii) will be entitled to credit their
proportionate share of the tax paid by the Fund on the undistributed amount
against their U.S. federal income tax liabilities, if any, and to claim refunds
to the extent the credit exceeds such liabilities. If such an event occurs, the
tax basis of shares owned by a shareholder of the Fund will, for U.S. federal
income tax purposes, generally be increased by the difference between the amount
of undistributed net capital gain included in the shareholder's gross income and
the tax deemed to have been paid by the shareholders.
Sales and other dispositions of the AMPS are taxable events for
shareholders that are subject to U.S. federal income tax. Shareholders should
consult their own tax advisors with reference to their individual circumstances
to determine whether any particular transaction in the AMPS is properly treated
as a sale for U.S. federal income tax purposes, as the following discussion
assumes, and the tax treatment of any gains or losses recognized in such
transactions. Any loss realized by a shareholder upon the sale or other
disposition of shares with a tax holding period of six months or less will be
treated as a long-term capital loss to the extent of any amounts treated as
distributions of long-term capital gain with respect to such shares. Losses on
sales or other dispositions of shares may be disallowed under the "wash sale"
rules in the event of other investments in the Fund (including those made
pursuant to reinvestment of dividends) within a period of 61 days beginning 30
days before and ending 30 days after a sale or other disposition of shares. In
such a case, the disallowed portion of any loss generally would be included in
the federal tax basis of the shares acquired in the other investments. Long-term
capital gain rates for individuals have been temporarily reduced to 15% (with
lower rates for individuals in the 10% and 15% rate brackets) for taxable years
beginning on or before December 31, 2008.
The Fund is required in certain circumstances to backup withhold for U.S.
federal income tax purposes, at a rate of 28% on reportable payments including
dividends, capital gain distributions, and
48
proceeds of sales or other dispositions of the AMPS paid to certain holders of
the AMPS who do not furnish the Fund with their correct social security number
or other taxpayer identification number and certain other certifications, or who
are otherwise subject to backup withholding. Backup withholding is not an
additional tax. Any amounts withheld from payments made to a shareholder may be
refunded or credited against such shareholder's U.S. federal income tax
liability, if any, provided that the required information is furnished to the
IRS.
THE FOREGOING IS A GENERAL AND ABBREVIATED SUMMARY OF THE PROVISIONS OF THE
CODE AND THE TREASURY REGULATIONS IN EFFECT AS THEY DIRECTLY GOVERN THE TAXATION
OF THE FUND AND ITS SHAREHOLDERS. THESE PROVISIONS ARE SUBJECT TO CHANGE BY
LEGISLATIVE OR ADMINISTRATIVE ACTION, AND ANY SUCH CHANGE MAY BE RETROACTIVE. A
MORE COMPLETE DISCUSSION OF THE TAX RULES APPLICABLE TO THE FUND CAN BE FOUND IN
THE STATEMENT OF ADDITIONAL INFORMATION WHICH IS INCORPORATED BY REFERENCE INTO
THIS PROSPECTUS. SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING
SPECIFIC QUESTIONS AS TO U.S. FEDERAL, FOREIGN, STATE, AND LOCAL INCOME OR OTHER
TAXES BEFORE MAKING AN INVESTMENT IN THE FUND.
49
CERTAIN PROVISIONS OF THE AGREEMENT AND
DECLARATION OF TRUST AND BY-LAWS
The Fund's Agreement and Declaration of Trust includes provisions that
could have the effect of limiting the ability of other entities or persons to
acquire control of the Fund or to change the composition of its Board of
Trustees and could have the effect of depriving shareholders of an opportunity
to sell their shares at a premium over prevailing market prices by discouraging
a third party from seeking to obtain control of the Fund. 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 of Trustees is elected by shareholders each year. A Trustee may be
removed from office with or without cause by a vote of at least a majority of
the then Trustees if such removal is approved by the holders of at least 75% of
the shares entitled to be voted with respect to the election of such Trustee and
present in person or by proxy at a meeting of shareholders called for such
purpose.
In addition, the Agreement and Declaration of Trust requires the
affirmative vote of at least 75% of the outstanding shares entitled to vote on
the matter for the Trust to merge or consolidate with any other corporation,
association, trust or other organization or to sell, lease or exchange all or
substantially all of the Fund's assets; unless such action has been approved,
adopted or authorized by the affirmative vote of at least 75% of the Trustees
then in office, in which case, the affirmative vote of a majority of the shares
entitled to vote on the matter is required.
In addition, conversion of the Fund to an open-end investment company would
require an amendment to the Fund's Agreement and Declaration of Trust. Such an
amendment would require the favorable vote of a majority of the then Trustees
followed by a favorable vote of the holders of at least 75% of the shares
entitled to vote on the matter, voting as separate classes or Series (or a
majority of such shares if the amendment was previously approved by 75% of the
Trustees). Such a vote also would satisfy a separate requirement in the 1940 Act
that the change be approved by the shareholders. Shareholders of an open-end
investment company may require the company to redeem their shares of common
stock at any time (except in certain circumstances as authorized by or under the
1940 Act) at their net asset value, less such redemption charge, if any, as
might be in effect at the time of a redemption. If the Fund is converted to an
open-end investment company, it could be required to liquidate portfolio
securities to meet requests for redemption, and the common shares would no
longer be listed on the New York Stock Exchange. Conversion to an open-end
investment company would also require changes in certain of the Fund's
investment policies and restrictions, such as those relating to the purchase of
illiquid securities.
In addition, the Agreement and Declaration of Trust requires the
affirmative vote or consent of a majority of the then Trustees followed by the
affirmative vote or consent of the holders of at least 75% of the shares of each
affected class or Series of the Fund, voting separately as a class or series, to
approve, adopt or authorize certain transactions with 5% or greater holders of a
class or Series of shares and their associates, unless the transaction has been
approved by at least 75% of the Trustees, in which case "a majority of the
outstanding voting securities" (as defined in the 1940 Act) entitled to vote
shall be required. For purposes of these provisions, a 5% or greater holder of a
class or Series of shares (a "Principal Shareholder") refers to any person who,
whether directly or indirectly and whether alone or together with its affiliates
and associates, beneficially owns 5% or more of the outstanding shares of any
class or Series of shares of beneficial interest of the Fund. The 5% holder
transactions subject to these special approval requirements are:
- the merger or consolidation of the Fund or any subsidiary of the Fund
with or into any Principal Shareholder;
- the issuance of any securities of the Fund to any Principal Shareholder
for cash; or
- the sale, lease or exchange to the Fund or any subsidiary of the Fund, in
exchange for securities of the Fund, of any assets of any Principal
Shareholder, except assets having an aggregate fair market value of less
than $1,000,000, aggregating for purposes of such computation all assets
sold, leased or exchanged in any Series of similar transactions within a
12-month period.
50
The Fund may be terminated by the affirmative vote of not less than 75% of
the Trustees then in office by written notice to the shareholders.
The Agreement and Declaration of Trust and By-laws provide that the Board
of Trustees has the power, to the exclusion of shareholders, to make, alter or
repeal any of the By-laws (except for any by-law specified not to be amended or
repealed by the Board), subject to the requirements of the 1940 Act. Neither
this provision of the Agreement and Declaration of Trust, nor any of the
foregoing provisions thereof requiring the affirmative vote of 75% of
outstanding shares of the Fund, can be amended or repealed except by the vote of
such required number of shares.
The Fund's By-laws generally require that advance notice be given to the
Fund in the event a shareholder desires to nominate a person for election to the
Board of Trustees or to transact any other business at an annual meeting of
shareholders. With respect to an annual meeting following the first annual
meeting of shareholders, notice of any such nomination or business must be
delivered to or received at the principal executive offices of the Fund not less
than 90 calendar days nor more than 120 calendar days prior to the anniversary
date of the prior year's annual meeting (subject to certain exceptions). In the
case of the first annual meeting of shareholders, the notice must be given no
later than the tenth calendar day following public disclosure as specified in
the By-laws of the date of the meeting. Any notice by a shareholder must be
accompanied by certain information as provided in the By-laws.
CUSTODIAN, AUCTION AGENT, TRANSFER AGENT,
DIVIDEND PAYING AGENT AND REGISTRAR
The Fund's securities and cash are held under a custodian agreement with
The Bank of New York, One Wall Street, New York, New York 10286. The transfer
agent, dividend disbursing agent and registrar for the Fund's shares is also The
Bank of New York. In addition, The Bank of New York is the auction agent with
respect to AMPS and acts as transfer agent, dividend paying agent and registrar
with respect to AMPS.
51
UNDERWRITING
Subject to the terms and conditions of the purchase agreement dated
November 12, 2003, each underwriter, named below has severally agreed to
purchase, and the Fund has agreed to sell to each underwriter, the number of
AMPS set forth opposite the name of each underwriter.
NUMBER OF AMPS
---------------------------------------
SERIES W28 SERIES TH7 SERIES F7
UNDERWRITER ----------- ----------- -----------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................. 2,400 2,400 2,400
----- ----- -----
Total........................................ 2,400 2,400 2,400
===== ===== =====
The purchase agreement provides that the obligations of the underwriters to
purchase the shares included in this offering are subject to the approval of
certain legal matters by counsel and to certain other conditions, including
without limitation, the receipt by the underwriters of customary closing
certificates, opinions and other documents and the receipt by the Fund of "Aaa"
and "AAA" ratings on the AMPS by Moody's and Fitch, respectively, as of the time
of the offering. The underwriters are obligated to purchase all the AMPS if they
purchase any of the shares. In the purchase agreement, the Fund and Calamos have
agreed to indemnify the underwriters against certain liabilities, including
liabilities arising under the Securities Act of 1933, as amended, or to
contribute payments the underwriters may be required to make for any of those
liabilities.
The underwriters propose to initially offer some of the AMPS directly to
the public at the public offering price set forth on the cover page of this
prospectus and some of the AMPS to certain dealers at the public offering price
less a concession not in excess of $137.50 per share. The sales load the Fund
will pay of $250 per share is equal to 1% of the initial offering price of the
AMPS. After the initial public offering, the underwriters may change the public
offering price and the concession. Investors must pay for any shares purchased
in the initial public offering on or before November 14, 2003.
The Fund anticipates that the underwriters may from time to time act as
brokers or dealers in executing the Fund's portfolio transactions after they
have ceased to be underwriters. The underwriters are active underwriters of, and
dealers in, securities and act as market makers in a number of such securities,
and therefore can be expected to engage in portfolio transactions with, and
perform services for, the Fund.
The Fund anticipates that the underwriters or their respective affiliates
may, from time to time, act in auctions as broker-dealers and receive fees as
set forth under "The Auction" and in the Statement of Additional Information.
The principal business address of Merrill Lynch, Pierce, Fenner & Smith
Incorporated is 4 World Financial Center, New York, New York 10080.
The settlement date for the purchase of the AMPS will be November 14, 2003,
as agreed upon by the underwriters, the Fund and Calamos pursuant to Rule 15c6-1
under the Securities Exchange Act of 1934.
52
LEGAL OPINIONS
Bell, Boyd & Lloyd LLC, Chicago, Illinois, serves as counsel to the Fund
and to the non-interested Trustees. Vedder, Price, Kaufman & Kammholz, P.C.
("Vedder Price"), Chicago, Illinois, which is serving as special counsel to the
Fund in connection with the offering, will pass on the legality of the shares
offered hereby. Vedder Price is also counsel to Calamos. Certain matters will be
passed upon for the underwriters by Clifford Chance US LLP, New York, New York.
Vedder Price and Clifford Chance US LLP may rely on the opinion of Morris,
Nichols, Arsht & Tunnell, Wilmington, Delaware on matters of Delaware law.
AVAILABLE INFORMATION
The Fund is subject to the informational requirements of the Securities
Exchange Act of 1934 and the Investment Company Act and is required to file
reports, proxy statements and other information with the Securities and Exchange
Commission. These documents can be inspected and copied for a fee at the SEC's
public reference room, 450 Fifth Street, N.W., Washington, D.C. 20549. In
addition, these documents are available on-line at the SEC's website
(http://www.sec.gov). Reports, proxy statements, and other information about the
Trust can be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
This prospectus does not contain all of the information in the Fund's
registration statement, including amendments, exhibits, and schedules.
Statements in this prospectus about the contents of any contract or other
document are not necessarily complete and in each instance reference is made to
the copy of the contract or other document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
this reference.
Additional information about the Fund and AMPS can be found in the Fund's
registration statement (including amendments, exhibits, and schedules) on Form
N-2 filed with the SEC. The SEC maintains a website (http://www.sec.gov) that
contains the Trust's registration statement, other documents incorporated by
reference, and other information the Trust has filed electronically with the
Commission, including proxy statements and reports filed under the Securities
Exchange Act of 1934.
53
TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION
Use of Proceeds............................................. S-1
Investment Objective and Policies........................... S-1
Investment Restrictions..................................... S-19
Management of the Fund...................................... S-21
Portfolio Transactions...................................... S-30
Net Asset Value............................................. S-31
Additional Information Concerning the Auctions for AMPS..... S-32
Repurchase of Common Shares................................. S-33
Federal Income Tax Matters.................................. S-34
Custodian, Transfer Agent, Dividend Disbursing Agent and
Registrar................................................. S-40
Experts..................................................... S-41
Additional Information...................................... S-41
Financial Statements and Report of Independent
Auditors/Accountants...................................... F-1
Appendix A -- Form of Amended and Restated Statement of
Preferences of Auction Market Preferred
Shares........................................ A-1
Appendix B -- Description of Ratings........................ B-1
54
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
$180,000,000
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
AUCTION MARKET PREFERRED SHARES ("AMPS")
2,400 SHARES, SERIES W28
2,400 SHARES, SERIES TH7
2,400 SHARES, SERIES F7
LIQUIDATION PREFERENCE $25,000 PER SHARE
----------
PROSPECTUS
----------
MERRILL LYNCH & CO.
SEC FILE NUMBER: 811-21080
333-108197 NOVEMBER 12, 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
STATEMENT OF ADDITIONAL INFORMATION
Calamos Convertible Opportunities and Income Fund (the "Fund") is a
diversified, closed-end management investment company. This Statement of
Additional Information relating to Auction Market Preferred Shares ("AMPS") does
not constitute a prospectus, but should be read in conjunction with the
prospectus relating thereto dated November 12, 2003. This Statement of
Additional Information does not include all information that a prospective
investor should consider before purchasing AMPS, and investors should obtain and
read the Prospectus prior to purchasing such shares. A copy of the prospectus
may be obtained without charge by calling 1-800-582-6959. You may also obtain a
copy of the prospectus on the Securities and Exchange Commission's web site
(http://www.sec.gov). Capitalized terms used but not defined in this Statement
of Additional Information have the same meanings ascribed to them in the
prospectus or the Statement of Preferences of AMPS (the "Statement") attached as
Appendix A.
TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION
Use of Proceeds..............................................................S-1
Investment Objective and Policies............................................S-1
Investment Restrictions.....................................................S-19
Management of the Fund......................................................S-21
Portfolio Transactions......................................................S-30
Net Asset Value.............................................................S-31
Additional Information Concerning The Auctions for AMPS.....................S-32
Repurchase of Common Shares.................................................S-33
Federal Income Tax Matters..................................................S-34
Custodian, Transfer Agent, Dividend Disbursing Agent and Registrar..........S-40
Experts ...................................................................S-41
Additional Information......................................................S-41
Financial Statements and Report of Independent Auditors/Accountants..........F-1
Appendix A -- Form of Amended and Restated Statement of Preferences of
Auction Market Preferred Shares................................A-1
Appendix B -- Description of Ratings.........................................B-1
This Statement of Additional Information is dated November 12, 2003.
USE OF PROCEEDS
The Fund will invest the net proceeds of the offering in accordance
with the Fund's investment objective and policies as stated below. It is
presently anticipated that the Fund will be able to invest substantially all of
the net proceeds in securities that meet the investment objective and policies
within 3 months after completion of the offering. Pending such investment, the
net proceeds may be invested in U.S. government securities high grade,
short-term money market instruments. If necessary, the Fund may also purchase,
as temporary investments, securities of other open- or closed-end investment
companies that invest primarily the types of securities in which the Fund may
invest directly.
INVESTMENT OBJECTIVE AND POLICIES
The prospectus presents the investment objective and the principal
investment strategies and risks of the Fund. This section supplements the
disclosure in the Fund's prospectus and provides additional information on the
Fund's investment policies or restrictions. Restrictions or policies stated as a
maximum percentage of the Fund's assets are only applied immediately after a
portfolio investment to which the policy or restriction is applicable (other
than the limitations on borrowing). Accordingly, any later increase or decrease
resulting from a change in values, net assets or other circumstances will not be
considered in determining whether the investment complies with the Fund's
restrictions and policies.
PRIMARY INVESTMENTS
Under normal circumstances, the Fund will invest at least 80% of its
managed assets in a diversified portfolio of convertible securities and
non-convertible income securities. The Fund will provide written notice to
shareholders at least 60 days prior to any change to the requirement that it
invest at least 80% of its managed assets as described in the sentence above.
The portion of the Fund's assets invested in convertible securities and
non-convertible income securities will vary from time to time in light of the
Fund's investment objective, changes in equity prices and changes in interest
rates and other economic and market factors, although, under normal
circumstances, the Fund will invest at least 35% of its managed assets in
convertible securities. "Managed assets" means the total assets of the Fund
(including any assets attributable to any leverage that may be outstanding)
minus the sum of accrued liabilities (other than debt representing financial
leverage). For this purpose, the liquidation preference on the preferred shares
will not constitute a liability.
CONVERTIBLE SECURITIES
Convertible securities include any corporate debt security or preferred
stock that may be converted into underlying shares of common stock. The common
stock underlying convertible securities may be issued by a different entity than
the issuer of the convertible securities. Convertible securities entitle the
holder to receive interest payments paid on corporate debt securities or the
dividend preference on a preferred stock until such time as the convertible
security matures or is redeemed or until the holder elects to exercise the
conversion privilege. As a result of the conversion feature, however, the
interest rate or dividend preference on a convertible security is generally less
than would be the case if the securities were issued in non-convertible form.
The value of convertible securities is influenced by both the yield of
non-convertible securities of comparable issuers and by the value of the
underlying common stock. The value of a convertible security viewed without
regard to its conversion feature (i.e., strictly on the basis of its yield) is
sometimes referred to as its "investment value." The investment value of the
convertible security typically will
fluctuate inversely with changes in prevailing interest rates. However, at the
same time, the convertible security will be influenced by its "conversion
value," which is the market value of the underlying common stock that would be
obtained if the convertible security were converted. Conversion value fluctuates
directly with the price of the underlying common stock.
If, because of a low price of the common stock, the conversion value is
substantially below the investment value of the convertible security, the price
of the convertible security is governed principally by its investment value. If
the conversion value of a convertible security increases to a point that
approximates or exceeds its investment value, the value of the security will be
principally influenced by its conversion value. A convertible security will sell
at a premium over its conversion value to the extent investors place value on
the right to acquire the underlying common stock while holding a fixed income
security. Holders of convertible securities have a claim on the assets of the
issuer prior to the common stockholders, but may be subordinated to holders of
similar non-convertible securities of the same issuer.
SYNTHETIC CONVERTIBLE SECURITIES
Calamos Asset Management, Inc. ("Calamos") may create a "synthetic"
convertible security by combining fixed income securities with the right to
acquire equity securities. More flexibility is possible in the assembly of a
synthetic convertible security than in the purchase of a convertible security.
Although synthetic convertible securities may be selected where the two
components are issued by a single issuer, thus making the synthetic convertible
security similar to the true convertible security, the character of a synthetic
convertible security allows the combination of components representing distinct
issuers, when Calamos believes that such a combination would better promote the
Fund's investment objective. A synthetic convertible security also is a more
flexible investment in that its two components may be purchased separately. For
example, the Fund may purchase a warrant for inclusion in a synthetic
convertible security but temporarily hold short-term investments while
postponing the purchase of a corresponding bond pending development of more
favorable market conditions.
A holder of a synthetic convertible security faces the risk of a
decline in the price of the security or the level of the index involved in the
convertible component, causing a decline in the value of the call option or
warrant purchased to create the synthetic convertible security. Should the price
of the stock fall below the exercise price and remain there throughout the
exercise period, the entire amount paid for the call option or warrant would be
lost. Because a synthetic convertible security includes the fixed-income
component as well, the holder of a synthetic convertible security also faces the
risk that interest rates will rise, causing a decline in the value of the
fixed-income instrument.
The Fund may also purchase synthetic convertible securities
manufactured by other parties, including convertible structured notes.
Convertible structured notes are fixed income debentures linked to equity, and
are typically issued by investment banks. Convertible structured notes have the
attributes of a convertible security, however, the investment bank that issued
the convertible note assumes the credit risk associated with the investment,
rather than the issuer of the underlying common stock into which the note is
convertible.
The Fund's holdings of synthetic convertible securities are considered
convertible securities for purposes of the Fund's policy to invest at least 35%
of its assets in convertible securities and 80% of its managed assets in a
diversified portfolio of convertible and non-convertible income securities.
HIGH YIELD SECURITIES
A substantial portion of the Fund's assets may be invested in below investment
grade (high yield, high risk) securities. The high yield securities in which the
Fund invests are rated Ba or lower by Moody's or BB or lower by Standard &
Poor's or are unrated but determined by Calamos to be of
S-2
comparable quality. Debt securities rated below investment grade are commonly
referred to as "junk bonds" and are considered speculative with respect to the
issuer's capacity to pay interest and repay principal.
INVESTMENT IN HIGH YIELD SECURITIES INVOLVES SUBSTANTIAL RISK OF LOSS.
Below investment grade debt securities or comparable unrated securities are
commonly referred to as "junk bonds" and are considered predominantly
speculative with respect to the issuer's ability to pay interest and principal
and are susceptible to default or decline in market value due to adverse
economic and business developments. The market values for high yield securities
tend to be very volatile, and these securities are less liquid than investment
grade debt securities. For these reasons, your investment in the Fund is subject
to the following specific risks:
- increased price sensitivity to changing interest rates and to a
deteriorating economic environment;
- greater risk of loss due to default or declining credit quality;
- adverse company specific events are more likely to render the
issuer unable to make interest and/or principal payments; and
- if a negative perception of the high yield market develops, the
price and liquidity of high yield securities may be depressed.
This negative perception could last for a significant period of
time.
Debt securities rated below investment grade are speculative with
respect to the capacity to pay interest and repay principal in accordance with
the terms of such securities. A rating of C from Moody's means that the issue so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing. Standard & Poor's assigns a rating of C to issues that
are currently highly vulnerable to nonpayment, and the C rating may be used to
cover a situation where a bankruptcy petition has been filed or similar action
taken, but payments on the obligation are being continued (a C rating is also
assigned to a preferred stock issue in arrears on dividends or sinking fund
payments, but that is currently paying). See Appendix A to this Statement of
Additional Information for a description of Moody's and Standard & Poor's
ratings.
Adverse changes in economic conditions are more likely to lead to a
weakened capacity of a high yield issuer to make principal payments and interest
payments than an investment grade issuer. The principal amount of high yield
securities outstanding has proliferated in the past decade as an increasing
number of issuers have used high yield securities for corporate financing. An
economic downturn could severely affect the ability of highly leveraged issuers
to service their debt obligations or to repay their obligations upon maturity.
Similarly, down-turns in profitability in specific industries could adversely
affect the ability of high yield issuers in that industry to meet their
obligations. The market values of lower quality debt securities tend to reflect
individual developments of the issuer to a greater extent than do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. Factors having an adverse impact on the market value of lower
quality securities may have an adverse effect on the Fund's net asset value and
the market value of its common shares. In addition, the Fund may incur
additional expenses to the extent it is required to seek recovery upon a default
in payment of principal or interest on its portfolio holdings. In certain
circumstances, the Fund may be required to foreclose on an issuer's assets and
take possession of its property or operations. In such circumstances, the Fund
would incur additional costs in disposing of such assets and potential
liabilities from operating any business acquired.
S-3
The secondary market for high yield securities may not be as liquid as
the secondary market for more highly rated securities, a factor which may have
an adverse effect on the Fund's ability to dispose of a particular security when
necessary to meet its liquidity needs. There are fewer dealers in the market for
high yield securities than investment grade obligations. The prices quoted by
different dealers may vary significantly and the spread between the bid and
asked price is generally much larger than higher quality instruments. Under
adverse market or economic conditions, the secondary market for high yield
securities could contract further, independent of any specific adverse changes
in the condition of a particular issuer, and these instruments may become
illiquid. As a result, the Fund could find it more difficult to sell these
securities or may be able to sell the securities only at prices lower than if
such securities were widely traded. Prices realized upon the sale of such lower
rated or unrated securities, under these circumstances, may be less than the
prices used in calculating the Fund's net asset value.
Since investors generally perceive that there are greater risks
associated with lower quality debt securities of the type in which the Fund may
invest a portion of its assets, the yields and prices of such securities may
tend to fluctuate more than those for higher rated securities. In the lower
quality segments of the debt securities market, changes in perceptions of
issuers' creditworthiness tend to occur more frequently and in a more pronounced
manner than do changes in higher quality segments of the debt securities market,
resulting in greater yield and price volatility.
If the Fund invests in high yield securities that are rated C or below,
the Fund will incur significant risk in addition to the risks associated with
investments in high yield securities and corporate loans. Distressed securities
frequently do not produce income while they are outstanding. The Fund may
purchase distressed securities that are in default or the issuers of which are
in bankruptcy. The Fund may be required to bear certain extraordinary expenses
in order to protect and recover its investment.
DISTRESSED SECURITIES
The Fund may, but currently does not intend to, invest up to 5% of its
total assets in distressed securities, including corporate loans, which are the
subject of bankruptcy proceedings or otherwise in default as to the repayment of
principal and/or payment of interest at the time of acquisition by the Fund or
are rated in the lower rating categories (Ca or lower by Moody's or CC or lower
by Standard & Poor's) or which are unrated investments considered by Calamos to
be of comparable quality. Investment in distressed securities is speculative and
involves significant risk. Distressed securities frequently do not produce
income while they are outstanding and may require the Fund to bear certain
extraordinary expenses in order to protect and recover its investment.
Therefore, to the extent the Fund seeks capital appreciation through investment
in distressed securities, the Fund's ability to achieve current income for its
shareholders may be diminished. The Fund also will be subject to significant
uncertainty as to when and in what manner and for what value the obligations
evidenced by the distressed securities will eventually be satisfied (e.g.,
through a liquidation of the obligor's assets, an exchange offer or plan of
reorganization involving the distressed securities or a payment of some amount
in satisfaction of the obligation). In addition, even if an exchange offer is
made or a plan of reorganization is adopted with respect to distressed
securities held by the Fund, there can be no assurance that the securities or
other assets received by the Fund in connection with such exchange offer or plan
of reorganization will not have a lower value or income potential than may have
been anticipated when the investment was made. Moreover, any securities received
by the Fund upon completion of an exchange offer or plan of reorganization may
be restricted as to resale. As a result of the Fund's participation in
negotiations with respect to any exchange offer or plan of reorganization with
respect to an issuer of distressed securities, the Fund may be restricted from
disposing of such securities.
S-4
LOANS
The Fund may invest up to 5% of its total assets in loan participations
and other direct claims against a borrower. The corporate loans in which the
Fund invests primarily consist of direct obligations of a borrower and may
include debtor in possession financings pursuant to Chapter 11 of the U.S.
Bankruptcy Code, obligations of a borrower issued in connection with a
restructuring pursuant to Chapter 11 of the U.S. Bankruptcy Code, leveraged
buy-out loans, leveraged recapitalization loans, receivables purchase
facilities, and privately placed notes. The Fund may invest in a corporate loan
at origination as a co-lender or by acquiring in the secondary market
participations in, assignments of or novations of a corporate loan. By
purchasing a participation, the Fund acquires some or all of the interest of a
bank or other lending institution in a loan to a corporate or government
borrower. The participations typically will result in the Fund having a
contractual relationship only with the lender not the borrower. The Fund will
have the right to receive payments of principal, interest and any fees to which
it is entitled only from the lender selling the participation and only upon
receipt by the lender of the payments from the borrower. Many such loans are
secured, although some may be unsecured. Such loans may be in default at the
time of purchase. Loans that are fully secured offer the Fund more protection
than an unsecured loan in the event of non-payment of scheduled interest or
principal. However, there is no assurance that the liquidation of collateral
from a secured loan would satisfy the corporate borrower's obligation, or that
the collateral can be liquidated. Direct debt instruments may involve a risk of
loss in case of default or insolvency of the borrower and may offer less legal
protection to the Fund in the event of fraud or misrepresentation. In addition,
loan participations involve a risk of insolvency of the lending bank or other
financial intermediary. The markets in loans are not regulated by federal
securities laws or the Securities and Exchange Commission ("SEC").
As in the case of other high yield investments, such corporate loans
may be rated in the lower rating categories of the established rating services
(Ba or lower by Moody's or BB or lower by Standard & Poor's), or may be unrated
investments considered by Calamos to be of comparable quality. As in the case of
other high yield investments, such corporate loans can be expected to provide
higher yields than lower yielding, higher rated fixed income securities, but may
be subject to greater risk of loss of principal and income. There are, however,
some significant differences between corporate loans and high yield bonds.
Corporate loan obligations are frequently secured by pledges of liens and
security interests in the assets of the borrower, and the holders of corporate
loans are frequently the beneficiaries of debt service subordination provisions
imposed on the borrower's bondholders. These arrangements are designed to give
corporate loan investors preferential treatment over high yield investors in the
event of a deterioration in the credit quality of the issuer. Even when these
arrangements exist, however, there can be no assurance that the borrowers of the
corporate loans will repay principal and/or pay interest in full. Corporate
loans generally bear interest at rates set at a margin above a generally
recognized base lending rate that may fluctuate on a day-to-day basis, in the
case of the prime rate of a U.S. bank, or which may be adjusted on set dates,
typically 30 days but generally not more than one year, in the case of the
London Interbank Offered Rate. Consequently, the value of corporate loans held
by the Fund may be expected to fluctuate significantly less than the value of
other fixed rate high yield instruments as a result of changes in the interest
rate environment. On the other hand, the secondary dealer market for certain
corporate loans may not be as well developed as the secondary dealer market for
high yield bonds, and therefore presents increased market risk relating to
liquidity and pricing concerns.
FOREIGN SECURITIES
The Fund may invest up to 25% of its net assets, in securities of
foreign issuers. For this purpose, foreign securities do not include American
Depositary Receipts ("ADRs") or securities guaranteed by a United States person,
but may include foreign securities in the form of European Depositary Receipts
("EDRs"), Global Depositary Receipts ("GDRs") or other securities representing
underlying shares of
S-5
foreign issuers. Positions in those securities are not necessarily denominated
in the same currency as the common stocks into which they may be converted. ADRs
are receipts typically issued by an American bank or trust company evidencing
ownership of the underlying securities. EDRs are European receipts listed on the
Luxembourg Stock Exchange evidencing a similar arrangement. GDRs are U.S.
dollar-denominated receipts evidencing ownership of foreign securities.
Generally, ADRs, in registered form, are designed for the U.S. securities
markets and EDRs and GDRs, in bearer form, are designed for use in foreign
securities markets. The Fund may invest in sponsored or unsponsored ADRs. In the
case of an unsponsored ADR, the Fund is likely to bear its proportionate share
of the expenses of the depository and it may have greater difficulty in
receiving shareholder communications than it would have with a sponsored ADR.
To the extent positions in portfolio securities are denominated in
foreign currencies, the Fund's investment performance is affected by the
strength or weakness of the U.S. dollar against those currencies. For example,
if the dollar falls in value relative to the Japanese yen, the dollar value of a
Japanese stock held in the portfolio will rise even though the price of the
stock remains unchanged. Conversely, if the dollar rises in value relative to
the yen, the dollar value of the Japanese stock will fall. (See discussion of
transaction hedging and portfolio hedging below under "Currency Exchange
Transactions.")
Investors should understand and consider carefully the risks involved
in foreign investing. Investing in foreign securities, which are generally
denominated in foreign currencies, and utilization of forward foreign currency
exchange contracts involve certain considerations comprising both risks and
opportunities not typically associated with investing in U.S. securities. These
considerations include: fluctuations in exchange rates of foreign currencies;
possible imposition of exchange control regulation or currency restrictions that
would prevent cash from being brought back to the United States less public
information with respect to issuers of securities; less governmental supervision
of stock exchanges, securities brokers, and issuers of securities; lack of
uniform accounting, auditing and financial reporting standards; lack of uniform
settlement periods and trading practices; less liquidity and frequently greater
price volatility in foreign markets than in the United States; possible
imposition of foreign taxes; and sometimes less advantageous legal, operational
and financial protections applicable to foreign sub-custodial arrangements.
Although the Fund intends to invest in companies and government
securities of countries having stable political environments, there is the
possibility of expropriation or confiscatory taxation, seizure or
nationalization of foreign bank deposits or other assets, establishment of
exchange controls, the adoption of foreign government restrictions, or other
adverse political, social or diplomatic developments that could affect
investment in these nations.
The Fund expects that substantially all of its investments will be in
developed nations. However, the Fund may invest in the securities of emerging
countries. The securities markets of emerging countries are substantially
smaller, less developed, less liquid and more volatile than the securities
markets of the U.S. and other more developed countries. Disclosure and
regulatory standards in many respects are less stringent than in the U.S. and
other major markets. There also may be a lower level of monitoring and
regulation of emerging markets and the activities of investors in such markets,
and enforcement of existing regulations has been extremely limited. Economies in
individual emerging markets may differ favorably or unfavorably from the U.S.
economy in such respects as growth of gross domestic product, rates of
inflation, currency depreciation, capital reinvestment, resource
self-sufficiency and balance of payments positions. Many emerging market
countries have experienced high rates of inflation for many years, which has had
and may continue to have very negative effects on the economies and securities
markets of those countries.
S-6
CURRENCY EXCHANGE TRANSACTIONS
Currency exchange transactions may be conducted either on a spot (i.e.,
cash) basis at the spot rate for purchasing or selling currency prevailing in
the foreign exchange market or through forward currency exchange contracts
("forward contracts"). Forward contracts are contractual agreements to purchase
or sell a specified currency at a specified future date (or within a specified
time period) and price set at the time of the contract. Forward contracts are
usually entered into with banks, foreign exchange dealers and broker-dealers,
are not exchange traded, and are usually for less than one year, but may be
renewed.
Forward currency exchange transactions may involve currencies of the
different countries in which the Fund may invest and serve as hedges against
possible variations in the exchange rate between these currencies. Currency
exchange transactions are limited to transaction hedging and portfolio hedging
involving either specific transactions or portfolio positions, except to the
extent described below under "Synthetic Foreign Money Market Positions."
Transaction hedging is the purchase or sale of forward contracts with respect to
specific receivables or payables of the Fund accruing in connection with the
purchase and sale of its portfolio securities or the receipt of dividends or
interest thereon. Portfolio hedging is the use of forward contracts with respect
to portfolio security positions denominated or quoted in a particular foreign
currency. Portfolio hedging allows the Fund to limit or reduce its exposure in a
foreign currency by entering into a forward contract to sell such foreign
currency (or another foreign currency that acts as a proxy for that currency) at
a future date for a price payable in U.S. dollars so that the value of the
foreign denominated portfolio securities can be approximately matched by a
foreign denominated liability. The Fund may not engage in portfolio hedging with
respect to the currency of a particular country to an extent greater than the
aggregate market value (at the time of making such sale) of the securities held
in its portfolio denominated or quoted in that particular currency, except that
the Fund may hedge all or part of its foreign currency exposure through the use
of a basket of currencies or a proxy currency where such currencies or currency
act as an effective proxy for other currencies. In such a case, the Fund may
enter into a forward contract where the amount of the foreign currency to be
sold exceeds the value of the securities denominated in such currency. The use
of this basket hedging technique may be more efficient and economical than
entering into separate forward contracts for each currency held in the Fund. The
Fund may not engage in "speculative" currency exchange transactions.
If the Fund enters into a forward contract, the Fund's custodian will
segregate liquid assets of the Fund having a value equal to the Fund's
commitment under such forward contract. At the maturity of the forward contract
to deliver a particular currency, the Fund may either sell the portfolio
security related to the contract and make delivery of the currency, or it may
retain the security and either acquire the currency on the spot market or
terminate its contractual obligation to deliver the currency by purchasing an
offsetting contract with the same currency trader obligating it to purchase on
the same maturity date the same amount of the currency. It is impossible to
forecast with absolute precision the market value of portfolio securities at the
expiration of a forward contract. Accordingly, it may be necessary for a Fund to
purchase additional currency on the spot market (and bear the expense of such
purchase) if the market value of the security is less than the amount of
currency the Fund is obligated to deliver and if a decision is made to sell the
security and make delivery of the currency. Conversely, it may be necessary to
sell on the spot market some of the currency received upon the sale of the
portfolio security if its market value exceeds the amount of currency the Fund
is obligated to deliver.
If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss to the extent that there has
been movement in forward contract prices. If the Fund engages in an offsetting
transaction, it may subsequently enter into a new forward contract to sell the
currency. Should forward prices decline during the period between the Fund's
entering into a forward contract for the sale of a currency and the date it
enters into an offsetting contract for the purchase of the
S-7
currency, the Fund will realize a gain to the extent the price of the currency
it has agreed to sell exceeds the price of the currency it has agreed to
purchase. Should forward prices increase, the Fund will suffer a loss to the
extent the price of the currency it has agreed to purchase exceeds the price of
the currency it has agreed to sell. A default on the contract would deprive the
Fund of unrealized profits or force the Fund to cover its commitments for
purchase or sale of currency, if any, at the current market price.
Hedging against a decline in the value of a currency does not eliminate
fluctuations in the value of a portfolio security traded in that currency or
prevent a loss if the value of the security declines. Hedging transactions also
preclude the opportunity for gain if the value of the hedged currency should
rise. Moreover, it may not be possible for a Fund to hedge against a devaluation
that is so generally anticipated that the Fund is not able to contract to sell
the currency at a price above the devaluation level it anticipates. The cost to
the Fund of engaging in currency exchange transactions varies with such factors
as the currency involved, the length of the contract period, and prevailing
market conditions. Because currency exchange transactions are usually conducted
on a principal basis, no fees or commissions are involved.
SYNTHETIC FOREIGN MONEY MARKET POSITIONS
The Fund may invest in money market instruments denominated in foreign
currencies. In addition to, or in lieu of, such direct investment, the Fund may
construct a synthetic foreign money market position by (a) purchasing a money
market instrument denominated in one currency, generally U.S. dollars, and (b)
concurrently entering into a forward contract to deliver a corresponding amount
of that currency in exchange for a different currency on a future date and at a
specified rate of exchange. For example, a synthetic money market position in
Japanese yen could be constructed by purchasing a U.S. dollar money market
instrument, and entering concurrently into a forward contract to deliver a
corresponding amount of U.S. dollars in exchange for Japanese yen on a specified
date and at a specified rate of exchange. Because of the availability of a
variety of highly liquid short-term U.S. dollar money market instruments, a
synthetic money market position utilizing such U.S. dollar instruments may offer
greater liquidity than direct investment in foreign currency and a concurrent
construction of a synthetic position in such foreign currency, in terms of both
income yield and gain or loss from changes in currency exchange rates, in
general should be similar, but would not be identical because the components of
the alternative investments would not be identical.
DEBT OBLIGATIONS OF NON-U.S. GOVERNMENTS
An investment in debt obligations of non-U.S. governments and their
political subdivisions (sovereign debt) involves special risks that are not
present in corporate debt obligations. The non-U.S. issuer of the sovereign debt
or the non-U.S. governmental authorities that control the repayment of the debt
may be unable or unwilling to repay principal or interest when due, and the Fund
may have limited recourse in the event of a default. During periods of economic
uncertainty, the market prices of sovereign debt may be more volatile than
prices of debt obligations of U.S. issuers. In the past, certain non-U.S.
countries have encountered difficulties in servicing their debt obligations,
withheld payments of principal and interest and declared moratoria on the
payment of principal and interest on their sovereign debt.
A sovereign debtor's willingness or ability to repay principal and pay
interest in a timely manner may be affected by, among other factors, its cash
flow situation, the extent of its foreign currency reserves, the availability of
sufficient non-U.S. currency, the relative size of the debt service burden, the
sovereign debtor's policy toward its principal international lenders and local
political constraints. Sovereign debtors may also be dependent on expected
disbursements from non-U.S. governments, multilateral agencies and other
entities to reduce principal and interest arrearages on their debt. The failure
of a sovereign debtor to implement economic reforms, achieve specified levels of
economic performance or repay principal or interest when due may result in the
cancellation of third-party
S-8
commitments to lend funds to the sovereign debtor, which may further impair such
debtor's ability or willingness to service its debts.
EURODOLLAR INSTRUMENTS AND SAMURAI AND YANKEE BONDS. The Fund may
invest in Eurodollar instruments and Samurai and Yankee bonds. Eurodollar
instruments are bonds of corporate and government issuers that pay interest and
principal in U.S. dollars but are issued in markets outside the United States,
primarily in Europe. Samurai bonds are yen-denominated bonds sold in Japan by
non-Japanese issuers. Yankee bonds are U.S. dollar-denominated bonds typically
issued in the U.S. by non-U.S. governments and their agencies and non-U.S. banks
and corporations. The Fund may also invest in Eurodollar Certificates of Deposit
("ECDs"), Eurodollar Time Deposits ("ETDs") and Yankee Certificates of Deposit
("Yankee CDs"). ECDs are U.S. dollar-denominated certificates of deposit issued
by non-U.S. branches of domestic banks; ETDs are U.S. dollar-denominated
deposits in a non-U.S. branch of a U.S. bank or in a non-U.S. bank; and Yankee
CDs are U.S. dollar-denominated certificates of deposit issued by a U.S. branch
of a non-U.S. bank and held in the U.S. These investments involve risks that are
different from investments in securities issued by U.S. issuers, including
potential unfavorable political and economic developments, non-U.S. withholding
or other taxes, seizure of non-U.S. deposits, currency controls, interest
limitations or other governmental restrictions which might affect payment of
principal or interest.
LENDING OF PORTFOLIO SECURITIES
The Fund may lend its portfolio securities to broker-dealers and banks.
Any such loan must be continuously secured by collateral in cash or cash
equivalents maintained on a current basis in an amount at least equal to the
market value of the securities loaned by the Fund. The Fund would continue to
receive the equivalent of the interest or dividends paid by the issuer on the
securities loaned, and would also receive an additional return that may be in
the form of a fixed fee or a percentage of the collateral. The Fund may pay
reasonable fees to persons unaffiliated with the Fund for services in arranging
these loans. The Fund would have the right to call the loan and obtain the
securities loaned at any time on notice of not more than five business days. The
Fund would not have the right to vote the securities during the existence of the
loan but would call the loan to permit voting of the securities, if, in Calamos'
judgment, a material event requiring a shareholder vote would otherwise occur
before the loan was repaid. In the event of bankruptcy or other default of the
borrower, the Fund could experience both delays in liquidating the loan
collateral or recovering the loaned securities and losses, including (a)
possible decline in the value of the collateral or in the value of the
securities loaned during the period while the Fund seeks to enforce its rights
thereto, (b) possible subnormal levels of income and lack of access to income
during this period, and (c) expenses of enforcing its rights.
OPTIONS ON SECURITIES, INDEXES AND CURRENCIES
The Fund may purchase and sell put options and call options on
securities, indexes or foreign currencies in standardized contracts traded on
recognized securities exchanges, boards of trade, or similar entities, or quoted
on the Nasdaq National Market System. The Fund may purchase agreements,
sometimes called cash puts, that may accompany the purchase of a new issue of
bonds from a dealer.
An option on a security (or index) is a contract that gives the
purchaser (holder) of the option, in return for a premium, the right to buy from
(call) or sell to (put) the seller (writer) of the option the security
underlying the option (or the cash value of the index) at a specified exercise
price at any time during the term of the option (normally not exceeding nine
months). The writer of an option on an individual security or on a foreign
currency has the obligation upon exercise of the option to deliver the
underlying security or foreign currency upon payment of the exercise price or to
pay the exercise price upon delivery of the underlying security or foreign
currency. Upon exercise, the writer of an option on an index is obligated to pay
the difference between the cash value of the index and the exercise price
S-9
multiplied by the specified multiplier for the index option. (An index is
designed to reflect specified facets of a particular financial or securities
market, a specific group of financial instruments or securities, or certain
economic indicators.)
The Fund is authorized to purchase and sell exchange listed options and
over-the-counter options ("OTC options"). Exchange listed options are issued by
a regulated intermediary such as the Options Clearing Corporation ("OCC"), which
guarantees the performance of the obligations of the parties to such options.
The discussion below uses the OCC as an example, but is also applicable to other
financial intermediaries.
With certain exceptions, OCC issued and exchange listed options
generally settle by physical delivery of the underlying security or currency,
although in the future cash settlement may become available. Index options and
Eurodollar instruments are cash settled for the net amount, if any, by which the
option is "in-the money" (i.e., where the value of the underlying instrument
exceeds, in the case of a call option, or is less than, in the case of a put
option, the exercise price of the option) at the time the option was exercised.
Frequently, rather than taking or making delivery of the underlying instrument
through the process of exercising the option, listed options are closed by
entering into offsetting purchase or sale transactions that do not result in
ownership of the new option.
OTC options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct bilateral
agreement with the Counterparty. I contrast to exchange listed options, which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement, term, exercise price,
premium, guarantees and security, are set by negotiation of the parties. The
Fund may sell OTC options (other than OTC currency options) that are subject to
a buy-back provision permitting the Fund to require the Counterparty to sell the
option back to a fund at a formula price within seven days. The Fund expects
generally to enter into OTC options that have cash settlement provisions,
although it is not required to do so. The staff of the SEC currently takes the
position that OTC options purchased by a fund, and portfolio securities
"covering" the amount of a fund's obligation pursuant to an OTC option sold by
it (or the amount of assets equal to the formula price for the repurchase of the
option, if any, less the amount by which the option is in the money) are
illiquid, and are subject to a fund's limitation on investing no more that 15%
of its net assets on illiquid securities.
The Fund may also purchase and sell options on securities indices and
other financial indices. Options on securities indices and other financial
indices are similar to options on a security or other instrument except that,
rather than settling by physical delivery of the underlying instrument, they
settle by cash settlement, i.e., an option or an index gives the holder the
right to receive, upon exercise of the option, an amount of cash if the closing
level of the index upon which the option is based exceeds, in the case of a
call, or is less than, in the case of a put, the exercise price of the option
(except in, in the case of an OTC option, physical delivery is specified). This
amount of cash is equal to the excess of the closing price of the index over the
exercise price of the option, which also may be multiplied by a formula value.
The seller of the option is obligated, in return for the premium received, to
make delivery of this amount. The gain or loss on an option on an index depends
on price movements in the instruments making upon the market, market segment
industry or other composite on which the underlying index is based, rather than
price movements in individual securities, as is the case with respect to options
on securities.
The Fund will write call options and put options only if they are
"covered." For example, in the case of a call option on a security, the option
is "covered" if the Fund owns the security underlying the call or has an
absolute and immediate right to acquire that security without additional cash
consideration (or, if additional cash consideration is required, cash or cash
equivalents in such amount are held in a segregated account by its custodian)
upon conversion or exchange of other securities held in its portfolio.
S-10
OTC options entered into by the Fund and OCC issued and exchange listed
index options will generally provide for cash settlement. As a result, when the
Fund sells these instruments it will only segregate an amount of cash or liquid
assets equal to its accrued net obligations, as there is no requirement for
payment or delivery of amounts in excess of the net amount. These amounts will
equal 100% of the exercise price in the case of a non cash-settled put, the same
as an OCC guaranteed listed option sold by the Fund, or the in-the-money amount
plus any sell-back formula amount in the case of a cash-settled put or call. In
addition, when the Fund sells a call option on an index at a time when the
in-the-money amount exceeds the exercise price, the Fund will segregate, until
the option expires or is closed out, cash or cash equivalents equal in value to
such excess. OCC issued and exchange listed options sold by the Fund other than
those above generally settle with physical delivery, or with an election of
either physical delivery or cash settlement and the Fund will segregate an
amount of cash or liquid assets equal to the full value of the option. OTC.
options settling with physical delivery, or with an election of either physical
delivery or cash settlement, will be treated the same as other options settling
with physical delivery.
If an option written by the Fund expires, the Fund realizes a capital
gain equal to the premium received at the time the option was written. If an
option purchased by the Fund expires, the Fund realizes a capital loss equal to
the premium paid.
Prior to the earlier of exercise or expiration, an option may be closed
out by an offsetting purchase or sale of an option of the same Series (type,
exchange, underlying security or index, exercise price and expiration). There
can be no assurance, however, that a closing purchase or sale transaction can be
effected when the Fund desires.
The Fund will realize a capital gain from a closing purchase
transaction if the cost of the closing option is less than the premium received
from writing the option, or, if it is more, the Fund will realize a capital
loss. If the premium received from a closing sale transaction is more than the
premium paid to purchase the option, the Fund will realize a capital gain or, if
it is less, the Fund will realize a capital loss. The principal factors
affecting the market value of a put or a call option include supply and demand,
interest rates, the current market price of the underlying security or index in
relation to the exercise price of the option, the volatility of the underlying
security or index, and the time remaining until the expiration date.
A put or call option purchased by the Fund is an asset of the Fund,
valued initially at the premium paid for the option. The premium received for an
option written by the Fund is recorded as a deferred credit. The value of an
option purchased or written is marked-to-market daily and is valued at the
closing price on the exchange on which it is traded or, if not traded on an
exchange or no closing price is available, at the mean between the last bid and
asked prices.
RISKS ASSOCIATED WITH OPTIONS
There are several risks associated with transactions in options. For
example, there are significant differences between the securities markets, the
currency markets and the options markets that could result in an imperfect
correlation among these markets, causing a given transaction not to achieve its
objectives. A decision as to whether, when and how to use options involves the
exercise of skill and judgment, and even a well-conceived transaction may be
unsuccessful to some degree because of market behavior or unexpected events.
There can be no assurance that a liquid market will exist when the Fund
seeks to close out an option position. The Fund's ability to close out its
position as a purchaser or seller of an OCC or exchange listed put or call
option is dependent, in part, upon the liquidity of the option market. Among the
possible reasons for the absence of a liquid option market on an exchange are:
(i) insufficient trading
S-11
interest in certain options; (ii) restrictions on transactions imposed by an
exchange; (iii) trading halts, suspensions or other restrictions imposed with
respect to particular classes or series of options or underlying securities
including reaching daily price limits; (iv) interruption of the normal
operations of the OCC or an exchange; (v) inadequacy of the facilities of an
exchange or OCC to handle current trading volume; or (vi) a decision by one or
more exchanges to discontinue the trading of options (or a particular class or
series of options), in which event the relevant market for that option on what
exchange would cease to exist, although outstanding options on that exchange
would generally continue to be exercisable in accordance with their terms. If
the Fund were unable to close out an option that it has purchased on a security,
it would have to exercise the option in order to realize any profit or the
option would expire and become worthless. If the Fund were unable to close out a
covered call option that it had written on a security, it would not be able to
sell the underlying security until the option expired. As the writer of a
covered call option on a security, the Fund foregoes, during the option's life,
the opportunity to profit from increases in the market value of the security
covering the call option above the sum of the premium and the exercise price of
the call. As the writer of a covered call option on a foreign currency, the Fund
foregoes, during the option's life, the opportunity to profit from currency
appreciation.
Unless the parties provide for it, there is no central clearing or
guaranty function in an OTC option. As a result, if the Counterparty (as
described above under "Options on Securities, Indexes and Currencies") fails to
make or take delivery of the security, currency or other instrument underlying
an OTC option it has entered into with a fund or fails to make a cash settlement
payment due in accordance with the terms of that option, a fund will lose any
premium it paid for the option as well as any anticipated benefit of the
transaction. Accordingly, Calamos must assess the creditworthiness of each such
Counterparty or any guarantor or credit enhancement of the Counterparty's credit
to determine the likelihood that the terms of the OTC option will be satisfied.
The Fund will engage in OTC option transactions only with U.S. government
securities dealers recognized by the Federal Reserve Bank of New York as
"primary dealers" or broker/dealers, domestic or foreign banks or other
financial institutions which have received (or the guarantors of the obligation
of which have received) a short-term credit rating of A-1 from S&P or P-1 from
Moody's or an equivalent rating from any nationally recognized statistical
rating organization ("NRSRO") or, in the case of OTC currency transactions, are
determined to be of equivalent credit quality by Calamos.
The Fund may purchase and sell call options on securities indices and
currencies. All calls sold by the Fund must be "covered." Even though the Fund
will receive the option premium to help protect it against loss, a call sold by
the Fund exposes the Fund during the term of the option to possible loss of
opportunity to realize appreciation in the market price of the underlying
security or instrument and may require a fund to hold a security or instrument
which it might otherwise have sold. The Fund may purchase and sell put options
on securities indices and currencies. In selling put options, there is a risk
disadvantageous price above the market price.
If trading were suspended in an option purchased or written by the
Fund, the Fund would not be able to close out the option. If restrictions on
exercise were imposed, the Fund might not be able to exercise an option it has
purchased.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
The Fund may use interest rate futures contracts, index futures
contracts and foreign currency futures contracts. An interest rate, index or
foreign currency futures contract provides for the future sale by one party and
purchase by another party of a specified quantity of a financial instrument or
the cash value of an index(1) at a specified price and time. A public market
exists in futures contracts covering a
--------------------
(1) A futures contract on an index is an agreement pursuant to which two parties
agree to take or make delivery of an amount of cash equal to the difference
between the value of the index at the close of the last trading day of the
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number of indexes (including, but not limited to: the Standard & Poor's 500
Index, the Russell 2000 Index, the Value Line Composite Index, and the New York
Stock Exchange Composite Index) as well as financial instruments (including, but
not limited to: U.S. Treasury bonds, U.S. Treasury notes, Eurodollar
certificates of deposit and foreign currencies). Other index and financial
instrument futures contracts are available and it is expected that additional
futures contracts will be developed and traded.
The Fund may purchase and write call and put futures options. Futures
options possess many of the same characteristics as options on securities,
indexes and foreign currencies (discussed above). A futures option gives the
holder the right, in return for the premium paid, to assume a long position
(call) or short position (put) in a futures contract at a specified exercise
price at any time during the period of the option. Upon exercise of a call
option, the holder acquires a long position in the futures contract and the
writer is assigned the opposite short position. In the case of a put option, the
opposite is true. The Fund might, for example, use futures contracts to hedge
against or gain exposure to fluctuations in the general level of stock prices,
anticipated changes in interest rates or currency fluctuations that might
adversely affect either the value of the Fund's securities or the price of the
securities that the Fund intends to purchase. Although other techniques could be
used to reduce or increase the Fund's exposure to stock price, interest rate and
currency fluctuations, the Fund may be able to achieve its desired exposure more
effectively and perhaps at a lower cost by using futures contracts and futures
options.
The Fund will only enter into futures contracts and futures options
that are standardized and traded on an exchange, board of trade or similar
entity, or quoted on an automated quotation system.
The success of any futures transaction depends on the investment
manager correctly predicting changes in the level and direction of stock prices,
interest rates, currency exchange rates and other factors. Should those
predictions be incorrect, the Fund's return might have been better had the
transaction not been attempted; however, in the absence of the ability to use
futures contracts, the investment manager might have taken portfolio actions in
anticipation of the same market movements with similar investment results, but,
presumably, at greater transaction costs. When a purchase or sale of a futures
contract is made by the Fund, the Fund is required to deposit with its custodian
(or broker, if legally permitted) a specified amount of cash or U.S. Government
securities or other securities acceptable to the broker ("initial margin"). The
margin required for a futures contract is set by the exchange on which the
contract is traded and may be modified during the term of the contract, although
the Fund's broker may require margin deposits in excess of the minimum required
by the exchange. The initial margin is in the nature of a performance bond or
good faith deposit on the futures contract, which is returned to the Fund upon
termination of the contract, assuming all contractual obligations have been
satisfied. The Fund expects to earn interest income on its initial margin
deposits. A futures contract held by the Fund is valued daily at the official
settlement price of the exchange on which it is traded. Each day the Fund pays
or receives cash, called "variation margin," equal to the daily change in value
of the futures contract. This process is known as "marking-to-market." Variation
margin paid or received by the Fund does not represent a borrowing or loan by
the Fund but is instead settlement between the Fund and the broker of the amount
one would owe the other if the futures contract had expired at the close of the
previous day. In computing daily net asset value, the Fund will mark-to-market
its open futures positions.
The Fund is also required to deposit and maintain margin with respect
to put and call options on futures contracts written by it. Such margin deposits
will vary depending on the nature of the underlying futures contract (and the
related initial margin requirements), the current market value of the option and
other futures positions held by the Fund.
--------------------------------------------------------------------------------
contract and the price at which the index contract was originally written.
Although the value of a securities index is a function of the value of certain
specified securities, no physical delivery of those securities is made.
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Although some futures contracts call for making or taking delivery of
the underlying securities, usually these obligations are closed out prior to
delivery by offsetting purchases or sales of matching futures contracts (same
exchange, underlying security or index, and delivery month). If an offsetting
purchase price is less than the original sale price, the Fund engaging in the
transaction realizes a capital gain, or if it is more, the Fund realizes a
capital loss. Conversely, if an offsetting sale price is more than the original
purchase price, the Fund engaging in the transaction realizes a capital gain, or
if it is less, the Fund realizes a capital loss. The transaction costs must also
be included in these calculations.
RISKS ASSOCIATED WITH FUTURES
There are several risks associated with the use of futures contracts
and futures options. A purchase or sale of a futures contract may result in
losses in excess of the amount invested in the futures contract. In trying to
increase or reduce market exposure, there can be no guarantee that there will be
a correlation between price movements in the futures contract and in the
portfolio exposure sought. In addition, there are significant differences
between the securities and futures markets that could result in an imperfect
correlation between the markets, causing a given transaction not to achieve its
objectives. The degree of imperfection of correlation depends on circumstances
such as: variations in speculative market demand for futures, futures options
and the related securities, including technical influences in futures and
futures options trading and differences between the securities markets and the
securities underlying the standard contracts available for trading. For example,
in the case of index futures contracts, the composition of the index, including
the issuers and the weighing of each issue, may differ from the composition of
the Fund's portfolio, and, in the case of interest rate futures contracts, the
interest rate levels, maturities and creditworthiness of the issues underlying
the futures contract may differ from the financial instruments held in the
Fund's portfolio. A decision as to whether, when and how to use futures
contracts involves the exercise of skill and judgment, and even a well-conceived
transaction may be unsuccessful to some degree because of market behavior or
unexpected stock price or interest rate trends.
Futures exchanges may limit the amount of fluctuation permitted in
certain futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of the
current trading session. Once the daily limit has been reached in a futures
contract subject to the limit, no more trades may be made on that day at a price
beyond that limit. The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses because the
limit may work to prevent the liquidation of unfavorable positions. For example,
futures prices have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of positions and subjecting some holders of futures contracts to
substantial losses. Stock index futures contracts are not normally subject to
such daily price change limitations.
There can be no assurance that a liquid market will exist at a time
when the Fund seeks to close out a futures or futures option position. The Fund
would be exposed to possible loss on the position during the interval of
inability to close, and would continue to be required to meet margin
requirements until the position is closed. In addition, many of the contracts
discussed above are relatively new instruments without a significant trading
history. As a result, there can be no assurance that an active secondary market
will develop or continue to exist.
LIMITATIONS ON OPTIONS AND FUTURES
If other options, futures contracts or futures options of types other
than those described herein are traded in the future, the Fund may also use
those investment vehicles, provided the Board of Trustees determines that their
use is consistent with the Fund's investment objective.
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When purchasing a futures contract or writing a put option on a futures
contract, the Fund must maintain with its custodian (or broker, if legally
permitted) cash or cash equivalents (including any margin) equal to the market
value of such contract. When writing a call option on a futures contract, the
Fund similarly will maintain with its custodian cash or cash equivalents
(including any margin) equal to the amount by which such option is in-the-money
until the option expires or is closed by the Fund.
The Fund may not maintain open short positions in futures contracts,
call options written on futures contracts or call options written on indexes if,
in the aggregate, the market value of all such open positions exceeds the
current value of the securities in its portfolio, plus or minus unrealized gains
and losses on the open positions, adjusted for the historical relative
volatility of the relationship between the portfolio and the positions. For this
purpose, to the extent the Fund has written call options on specific securities
in its portfolio, the value of those securities will be deducted from the
current market value of the securities portfolio.
In order to comply with Commodity Futures Trading Commission Regulation
4.5 and thereby avoid being deemed a "commodity pool operator," the Fund will
use commodity futures or commodity options contracts solely for bona fide
hedging purposes within the meaning and intent of Regulation 1.3(z), or, with
respect to positions in commodity futures and commodity options contracts that
do not come within the meaning and intent of 1.3(z), the aggregate initial
margin and premiums required to establish such positions will not exceed 5% of
the fair market value of the assets of the Fund, after taking into account
unrealized profits and unrealized losses on any such contracts it has entered
into. In the case of an option that is in-the-money at the time of purchase, the
in-the-money amount (as defined in Section 190.01(x) of the Commission
Regulations) may be excluded in computing such 5%.
WARRANTS
The Fund may invest in warrants. A warrant is a right to purchase
common stock at a specific price (usually at a premium above the market value of
the underlying common stock at time of issuance) during a specified period of
time. A warrant may have a life ranging from less than a year to twenty years or
longer, but a warrant becomes worthless unless it is exercised or sold before
expiration. In addition, if the market price of the common stock does not exceed
the warrant's exercise price during the life of the warrant, the warrant will
expire worthless. Warrants have no voting rights, pay no dividends and have no
rights with respect to the assets of the corporation issuing them. The
percentage increase or decrease in the value of a warrant may be greater than
the percentage increase or decrease in the value of the underlying common stock.
PORTFOLIO TURNOVER
Although the Fund does not purchase securities with a view to rapid
turnover, there are no limitations on the length of time that portfolio
securities must be held. Portfolio turnover can occur for a number of reasons,
including calls for redemption, general conditions in the securities markets,
more favorable investment opportunities in other securities, or other factors
relating to the desirability of holding or changing a portfolio investment. The
portfolio turnover rates may vary greatly from year to year. A high rate of
portfolio turnover in the Fund would result in increased transaction expense,
which must be borne by that Fund. High portfolio turnover may also result in the
realization of capital gains or losses and, to the extent net short-term capital
gains are realized, any distributions resulting from such gains will be
considered ordinary income for federal income tax purposes.
SHORT SALES
The Fund may attempt to hedge against market risk and to enhance income
by selling short "against the box," that is: (1) entering into short sales of
securities that it currently has the right to acquire
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through the conversion or exchange of other securities that it owns, or to a
lesser extent, entering into short sales of securities that it currently owns;
and (2) entering into arrangements with the broker-dealers through which such
securities are sold short to receive income with respect to the proceeds of
short sales during the period the Fund's short positions remain open. The Fund
may make short sales of securities only if at all times when a short position is
open the Fund owns an equal amount of such securities or securities convertible
into or exchangeable for, without payment of any further consideration,
securities of the same issue as, and equal in amount to, the securities sold
short.
In a short sale against the box, the Fund does not deliver from its
portfolio the securities sold and does not receive immediately the proceeds from
the short sale. Instead, the Fund borrows the securities sold short from a
broker-dealer through which the short sale is executed, and the broker-dealer
delivers such securities, on behalf of the Fund, to the purchaser of such
securities. Such broker-dealer is entitled to retain the proceeds from the short
sale until the Fund delivers to such broker-dealer the securities sold short. In
addition, the Fund is required to pay to the broker-dealer the amount of any
dividends paid on shares sold short. Finally, to secure its obligation to
deliver to such broker-dealer the securities sold short, the Fund must deposit
and continuously maintain in a separate account with the Fund's custodian an
equivalent amount of the securities sold short or securities convertible into or
exchangeable for such securities without the payment of additional
consideration. The Fund is said to have a short position in the securities sold
until it delivers to the broker-dealer the securities sold, at which time the
Fund receives the proceeds of the sale. Because the Fund ordinarily will want to
continue to hold securities in its portfolio that are sold short, the Fund will
normally close out a short position by purchasing on the open market and
delivering to the broker-dealer an equal amount of the securities sold short,
rather than by delivering portfolio securities.
A short sale works the same way, except that the Fund places in the
segregated account cash or U.S. government securities equal in value to the
difference between (i) the market value of the securities sold short at the time
they were sold short and (ii) any cash or U.S. government securities required to
be deposited with the broker as collateral. In addition, so long as the short
position is open, the Fund must adjust daily the value of the segregated account
so that the amount deposited in it, plus any amount deposited with the broker as
collateral, will equal the current market value of the security sold short.
However, the value of the segregated account may not be reduced below the point
at which the segregated account, plus any amount deposited with the broker, is
equal to the market value of the securities sold short at the time they were
sold short.
Short sales may protect the Fund against the risk of losses in the
value of its portfolio securities because any unrealized losses with respect to
such portfolio securities should be wholly or partially offset by a
corresponding gain in the short position. However, any potential gains in such
portfolio securities should be wholly or partially offset by a corresponding
loss in the short position. The extent to which such gains or losses are offset
will depend upon the amount of securities sold short relative to the amount the
Fund owns, either directly or indirectly, and, in the case where the Fund owns
convertible securities, changes in the conversion premium.
Short sale transactions of the Fund involve certain risks. In
particular, the imperfect correlation between the price movements of the
convertible securities and the price movements of the underlying common stock
being sold short creates the possibility that losses on the short sale hedge
position may be greater than gains in the value of the portfolio securities
being hedged. In addition, to the extent that the Fund pays a conversion premium
for a convertible security, the Fund is generally unable to protect against a
loss of such premium pursuant to a short sale hedge. In determining the number
of shares to be sold short against the Fund's position in the convertible
securities, the anticipated fluctuation in the conversion premiums is
considered. The Fund will also incur transaction costs in connection with short
sales. Certain provisions of the Internal Revenue Code of 1986, as amended (the
"Code") (and related
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Treasury Regulations thereunder) may limit the degree to which the Fund is able
to enter into short sales and other transactions with similar effects without
triggering adverse tax consequences, which limitations might impair the Fund's
ability to achieve its investment objective. See "Federal Income Tax Matters."
In addition to enabling the Fund to hedge against market risk, short
sales may afford the Fund an opportunity to earn additional current income to
the extent the Fund is able to enter into arrangements with broker-dealers
through which the short sales are executed to receive income with respect to the
proceeds of the short sales during the period the Fund's short positions remain
open.
"WHEN-ISSUED" AND DELAYED DELIVERY SECURITIES AND REVERSE REPURCHASE AGREEMENTS
The Fund may purchase securities on a when-issued or delayed-delivery
basis. Although the payment and interest terms of these securities are
established at the time the Fund enters into the commitment, the securities may
be delivered and paid for a month or more after the date of purchase, when their
value may have changed. The Fund makes such commitments only with the intention
of actually acquiring the securities, but may sell the securities before
settlement date if Calamos deems it advisable for investment reasons. The Fund
may utilize spot and forward foreign currency exchange transactions to reduce
the risk inherent in fluctuations in the exchange rate between one currency and
another when securities are purchased or sold on a when-issued or
delayed-delivery basis.
The Fund may enter into reverse repurchase agreements with banks and
securities dealers. A reverse repurchase agreement is a repurchase agreement in
which the Fund is the seller of, rather than the investor in, securities and
agrees to repurchase them at an agreed-upon time and price. Use of a reverse
repurchase agreement may be preferable to a regular sale and later repurchase of
securities because it avoids certain market risks and transaction costs.
At the time when the Fund enters into a binding obligation to purchase
securities on a when-issued basis or enters into a reverse repurchase agreement,
liquid assets (cash, U.S. Government securities or other "high-grade" debt
obligations) of the Fund having a value at least as great as the purchase price
of the securities to be purchased will be segregated on the books of the Fund
and held by the custodian throughout the period of the obligation. The use of
these investment strategies may increase net asset value fluctuation.
ILLIQUID SECURITIES
The Fund may invest without limitation in securities that have not been
registered for public sale, but that are eligible for purchase and sale by
certain qualified institutional buyers. Although many of the Rule 144A
Securities in which the Fund invests may be, in the view of Calamos, liquid if
qualified institutional buyers are unwilling to purchase these Rule 144A
Securities, they may be illiquid. The Fund may invest without limit in illiquid
securities. Illiquid securities may be difficult to dispose of at a fair price
at the times when the Fund believes it is desirable to do so. The market price
of illiquid securities generally is more volatile than that of more liquid
securities, which may adversely affect the price that the Fund pays for or
recovers upon the sale of illiquid securities. Illiquid securities are also more
difficult to value and Calamos' judgment may play a greater role in the
valuation process. Investment of the Fund's assets in illiquid securities may
restrict the Fund's ability to take advantage of market opportunities. The risks
associated with illiquid securities may be particularly acute in situations in
which the Fund's operations require cash and could result in the Fund borrowing
to meet its short-term needs or incurring losses on the sale of illiquid
securities.
The Fund may invest without limit in bonds, corporate loans,
convertible securities, preferred stocks and other securities that lack a
secondary trading market or are otherwise considered illiquid. Liquidity of a
security relates to the ability to easily dispose of the security and the price
to be obtained
S-17
upon disposition of the security, which may be less than would be obtained for a
comparable more liquid security. Such investments may affect the Fund's ability
to realize the net asset value in the event of a voluntary or involuntary
liquidation of its assets.
TEMPORARY DEFENSIVE INVESTMENTS
The Fund may make temporary investments without limitation when Calamos
determines that a defensive position is warranted. Such investments may be in
money market instruments, consisting of obligations of, or guaranteed as to
principal and interest by, the U.S. Government or its agencies or
instrumentalities; certificates of deposit, bankers' acceptances and other
obligations of domestic banks having total assets of at least $500 million and
that are regulated by the U.S. Government, its agencies or instrumentalities;
commercial paper rated in the highest category by a recognized rating agency;
and repurchase agreements.
REPURCHASE AGREEMENTS
As part of its strategy for the temporary investment of cash, the Fund
may enter into "repurchase agreements" pertaining to U.S. Government securities
with member banks of the Federal Reserve System or primary dealers (as
designated by the Federal Reserve Bank of New York) in such securities. A
repurchase agreement arises when the Fund purchases a security and
simultaneously agrees to resell it to the vendor at an agreed upon future date.
The resale price is greater than the purchase price, reflecting an agreed upon
market rate of return that is effective for the period of time the Fund holds
the security and that is not related to the coupon rate on the purchased
security. Such agreements generally have maturities of no more than seven days
and could be used to permit the Fund to earn interest on assets awaiting long
term investment. The Fund requires continuous maintenance by the custodian for
the Fund's account in the Federal Reserve/Treasury Book Entry System of
collateral in an amount equal to, or in excess of, the market value of the
securities that are the subject of a repurchase agreement. Repurchase agreements
maturing in more than seven days are considered illiquid securities. In the
event of a bankruptcy or other default of a seller of a repurchase agreement,
the Fund could experience both delays in liquidating the underlying security and
losses, including: (a) possible decline in the value of the underlying security
during the period while the Fund seeks to enforce its rights thereto; (b)
possible subnormal levels of income and lack of access to income during this
period; and (c) expenses of enforcing its rights.
PREFERRED SHARES
The Fund may invest in preferred shares. The preferred shares that the
Fund will invest in will typically be convertible securities. Preferred shares
are equity securities, but they have many characteristics of fixed income
securities, such as a fixed dividend payment rate and/or a liquidity preference
over the issuer's common shares.
REAL ESTATE INVESTMENT FUNDS ("REITS") AND ASSOCIATED RISK FACTORS
REITs are pooled investment vehicles which invest primarily in income
producing real estate or real estate related loans or interests. REITs are
generally classified as equity REITs, mortgage REITs or a combination of equity
and mortgage REITs. Equity REITs invest the majority of their assets directly in
real property and derive income primarily from the collection of rents. Equity
REITs can also realize capital gains by selling properties that have appreciated
in value. Mortgage REITs invest the majority of their assets in real estate
mortgages and derive income from the collection of interest payments. REITs are
not taxed on income distributed to shareholders provided they comply with the
applicable requirements of the Code. The Fund will indirectly bear its
proportionate share of any management and other expenses paid by REITs in which
it invests in addition to the expenses paid by the Fund. Debt
S-18
securities issued by REITs are, for the most part, general and unsecured
obligations and are subject to risks associated with REITs.
Investing in REITs involves certain unique risks in addition to those
risks associated with investing in the real estate industry in general. An
equity REIT may be affected by changes in the value of the underlying properties
owned by the REIT. A mortgage REIT may be affected by changes in interest rates
and the ability of the issuers of its portfolio mortgages to repay their
obligations. REITs are dependent upon the skills of their managers and are not
diversified. REITs are generally dependent upon maintaining cash flows to repay
borrowings and to make distributions to shareholders and are subject to the risk
of default by lessees or borrowers. REITs whose underlying assets are
concentrated in properties used by a particular industry, such as health care,
are also subject to risks associated with such industry.
REITs (especially mortgage REITs) are also subject to interest rate
risks. When interest rates decline, the value of a REIT's investment in fixed
rate obligations can be expected to rise. Conversely, when interest rates rise,
the value of a REIT's investment in fixed rate obligations can be expected to
decline. If the REIT invests in adjustable rate mortgage loans the interest
rates on which are reset periodically, yields on a REIT's investments in such
loans will gradually align themselves to reflect changes in market interest
rates. This causes the value of such investments to fluctuate less dramatically
in response to interest rate fluctuations than would investments in fixed rate
obligations.
REITs may have limited financial resources, may trade less frequently
and in a limited volume and may be subject to more abrupt or erratic price
movements than larger company securities. Historically REITs have been more
volatile in price than the larger capitalization stocks included in Standard &
Poor's 500 Stock Index.
OTHER INVESTMENT COMPANIES
The Fund may invest in the securities of other investment companies to
the extent that such investments are consistent with the Fund's investment
objective and policies and permissible under the Investment Company Act of 1940,
as amended (the "1940 Act"). Under the 1940 Act, the Fund may not acquire the
securities of other domestic or non-U.S. investment companies if, as a result,
(i) more than 10% of the Fund's total assets would be invested in securities of
other investment companies, (ii) such purchase would result in more than 3% of
the total outstanding voting securities of any one investment company being held
by the Fund, or (iii) more than 5% of the Fund's total assets would be invested
in any one investment company. These limitations do not apply to the purchase of
shares of any investment company in connection with a merger, consolidation,
reorganization or acquisition of substantially all the assets of another
investment company.
The Fund, as a holder of the securities of other investment companies,
will bear its pro rata portion of the other investment companies' expenses,
including advisory fees. These expenses are in addition to the direct expenses
of the Fund's own operations.
INVESTMENT RESTRICTIONS
The following are the Fund's fundamental investment restrictions. These
restrictions may not be changed without the approval of the holders of a
majority of the Fund's outstanding voting securities (which for this purpose and
under the 1940 Act means the lesser of (i) 67% of the common shares represented
at a meeting at which more than 35% of the outstanding common shares are
represented or (ii) more than 50% of the outstanding common shares). If the Fund
were to issue a class of preferred shares, the investment restrictions could not
be changed without the approval of a majority of the
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outstanding common and preferred shares, voting together as a class, and the
approval of a majority of the outstanding preferred shares, voting separately by
class.
The Fund may not:
(1) Issue senior securities, except as permitted by the 1940 Act
and the rules and interpretive positions of the SEC
thereunder.
(2) Borrow money, except as permitted by the 1940 Act and the
rules and interpretive positions of the SEC thereunder.
(3) Invest in real estate, except that the Fund may invest in
securities of issuers that invest in real estate or interests
therein, securities that are secured by real estate or
interests therein, securities of real estate investment funds
and mortgage-backed securities.
(4) Make loans, except by the purchase of debt obligations, by
entering into repurchase agreements or through the lending of
portfolio securities and as otherwise permitted by the 1940
Act and the rules and interpretive positions of the SEC
thereunder.
(5) Invest in physical commodities or contracts relating to
physical commodities.
(6) Act as an underwriter, except as it may be deemed to be an
underwriter in a sale of securities held in its portfolio.
(7) Make any investment inconsistent with the Fund's
classification as a diversified investment company under the
1940 Act and the rules and interpretive positions of the SEC
thereunder.
(8) Concentrate its investments in securities of companies in any
particular industry as defined in the 1940 Act and the rules
and interpretive positions of the SEC thereunder.
All other investment policies of the Fund are considered
non-fundamental and may be changed by the Board of Trustees without prior
approval of the Fund's outstanding voting shares.
Currently under the 1940 Act, the Fund is not permitted to issue
preferred shares unless immediately after such issuance the net asset value of
the Fund's portfolio is at least 200% of the liquidation value of the
outstanding preferred shares (i.e., such liquidation value may not exceed 50% of
the value of the Fund's total assets). In addition, currently under the 1940
Act, the Fund is not permitted to declare any cash dividend or other
distribution on its common shares unless, at the time of such declaration, the
net asset value of the Fund's portfolio (determined after deducting the amount
of such dividend or distribution) is at least 200% of such liquidation value.
Currently under the 1940 Act, the Fund is not permitted to incur indebtedness
unless immediately after such borrowing the Fund has asset coverage of at least
300% of the aggregate outstanding principal balance of indebtedness (i.e., such
indebtedness may not exceed 33 1/3% of the value of the Fund's total assets).
Additionally, currently under the 1940 Act, the Fund may not declare any
dividend or other distribution upon any class of its shares, or purchase any
such shares, unless the aggregate indebtedness of the Fund has, at the time of
the declaration of any such dividend or distribution or at the time of any such
purchase, an asset coverage of at least 300% after deducting the amount of such
dividend, distribution, or purchase price, as the case may be.
Currently under the 1940 Act, the Fund is not permitted to lend money
or property to any person, directly or indirectly, if such person controls or is
under common control with the Fund, except for a loan from the Fund to a company
which owns all of the outstanding securities of the Fund, except directors'
qualifying shares.
Currently, under interpretive positions of the SEC, the Fund may not
have on loan at any time Securities representing more than one third of its
total assets.
Currently under the 1940 Act, a "senior security" does not include any
promissory note or evidence of indebtedness where such loan is for temporary
purposes only and in an amount not exceeding 5% of the value of the total assets
of the issuer at the time the loan is made. A loan is presumed to be for
temporary purposes if it is repaid within sixty days and is not extended or
renewed.
Currently, the Fund would be deemed to "concentrate" in a particular
industry if it invested 25% or more of it total assets in that industry.
Currently under the 1940 Act, a "diversified company" means a
management company which meets the following requirements: at least 75% of the
value of its total assets is represented by cash and cash items (including
receivables), government securities, securities of other investment companies,
and other securities for the purposes of this calculation limited in respect of
any one issuer to an amount not greater in value than 5% of the value of the
total assets of such management company and not more than 10% of the outstanding
voting securities of such issuer.
Under the 1940 Act, the Fund may invest up to 10% of its total assets
in the aggregate in shares of other investment companies and up to 5% of its
total assets in any one investment company, provided the investment does not
represent more than 3% of the voting stock of the acquired investment company at
the time such shares are purchased. As a shareholder in any investment company,
the Fund will bear its ratable share of that investment company's expenses, and
would remain subject to payment of the Fund's advisory fees and other expenses
with respect to assets so invested. Holders of common shares would therefore be
subject to duplicative expenses to the extent the Fund invests in other
investment companies. In addition, the securities of other investment companies
may also be leveraged and will therefore be subject to the same leverage risks
described herein and in the Prospectus. As described in the prospectus in the
section entitled "Risks," the net asset value and market value of leveraged
shares will be more volatile and the yield to shareholders will tend to
fluctuate more than the yield generated by unleveraged shares.
In addition, to comply with federal income tax requirements for
qualification as a "regulated investment company," the Fund's investments will
be limited by both an income and an asset test. See "Federal Income Tax
Matters."
S-20
As a non-fundamental policy, the Fund may not issue preferred shares,
borrow money or issue debt securities in an aggregate amount exceeding 38% of
the Fund's total assets.
MANAGEMENT OF THE FUND
TRUSTEES AND OFFICERS
The Fund's Board of Trustees provides broad supervision over the Fund's
affairs. The officers of the Fund are responsible for the Fund's operations. The
Fund's Trustees and officers are listed below, together with their principal
occupations during the past five years. Asterisks indicates those Trustees who
are interested persons of the Fund within the meaning of the 1940 Act, and they
are referred to as Interested Trustees. Trustees who are not interested persons
of the Fund are referred to as Independent Trustees. Each of the Trustees serves
as a Trustee of each of Calamos Investment Trust, Calamos Advisors Trust and
Calamos Convertible and High Income Fund (ten U.S. registered investment
portfolios, in total), each of which Calamos serves as investment adviser
(collectively, the ten portfolios are called the "Calamos Funds"). The address
for all Trustees and all officers of the Fund is 1111 East Warrenville Road,
Naperville, Illinois 60563-1493.
NUMBER OF
PORTFOLIOS
PRINCIPAL OCCUPATION IN FUND
DURING PAST FIVE YEARS COMPLEX
NAME AND AGE AS OF POSITIONS HELD WITH TERM OF OFFICE AND AND OTHER DIRECTORSHIPS OVERSEEN
MARCH 31, 2003 THE FUND LENGTH OF SERVICE HELD BY THE TRUSTEE BY TRUSTEE
-------------------- ------------------- ------------------ ----------------------- ----------
INTERESTED TRUSTEES:
*John P. Calamos (62) Trustee and President Trustee since April 2002. President, Calamos Holdings, Inc., Calamos 10
Term expires in 2005. and Calamos Financial Services, Inc. ("CFS").
*Nick P. Calamos (41) Trustee Trustee since May 2002. Senior Executive Vice President, 10
Term expires in 2004. Calamos Holdings, Inc., Calamos and CFS.
INDEPENDENT TRUSTEES:
Richard J. Dowen (58) Trustee Trustee since May 2002. Chair and Professor of Finance, 10
Term expires in 2004. Northern Illinois University.
Joe F. Hanauer (65) Trustee Trustee since May 2002. Director, MAF Bancorp (banking); Director, 10
Term expires in 2003. Homestore.com, Inc., (Internet provider
of real estate information and products);
Director, Combined Investments, L.P.
(investment management); Director, Loopnet,
Inc. (internet company).
S-21
NUMBER OF
PORTFOLIOS
PRINCIPAL OCCUPATION IN FUND
DURING PAST FIVE YEARS COMPLEX
NAME AND AGE AS OF POSITIONS HELD WITH TERM OF OFFICE AND AND OTHER DIRECTORSHIPS OVERSEEN
MARCH 31, 2003 THE FUND LENGTH OF SERVICE HELD BY THE TRUSTEE BY TRUSTEE
-------------------- ------------------- ------------------ ----------------------- ----------
+Weston W. Marsh (52) Trustee Trustee since May 2002. Partner, Freeborn & Peters (law firm); 10
Term expires in 2005. Director, Telesource International
John E. Neal (53) Trustee Trustee since May 2002. Managing Director, Bank One Capital 10
Term expires in 2003. Markets (investment banking) (2000-2001);
Executive Vice President and Head of
Real Estate Department, Bank One
(1998-2000). President, Kemper Mutual
Funds, prior thereto.
William R. Rybak (52) Trustee Trustee since May 2002. Executive Vice President and CFO, Van 10
Term expires in 2005. 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 (since January
2002).
FUND OFFICERS:
Rhowena Blank (34) Treasurer Since April 2002. Serves Vice President-Operations, Calamos
at the discretion of the (since 1999); Vice President, CFS;
Board. Director of Operations, Christian
Brothers Investment Services
(1998-1999); and Audit Manager,
Ernst & Young, LP (1994-1998).
S-22
PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS
NAME AND AGE AS OF POSITIONS HELD WITH TERM OF OFFICE AND AND OTHER DIRECTORSHIPS
MARCH 31, 2003 THE FUND LENGTH OF SERVICE HELD BY THE TRUSTEE
-------------------- ------------------- ------------------ -----------------------
Patrick H. Dudasik (48) Vice President Since April 2002. Serves Executive Vice President, Chief Financial
at the discretion of the and Administrative Officer and Treasurer
Board. of Calamos Holdings, Inc., Calamos and
CFS (since 2001); Chief Financial Officer,
David Gomez and Associates, Inc. (executive
search firm) (1998-2001); and Chief
Financial Officer, Scudder Kemper
Investments, Inc., prior thereto.
James S. Hamman, Secretary Since April 2002. Serves Executive Vice President and General Counsel,
Jr. (33) at the discretion of the Calamos Holdings, Inc., Calamos and CFS
Board. (since 1998).
Jeff Lotito (31) Assistant Treasurer Since April 2002. Serves Operations Manager, CFS (since 2000); Manager-Fund
at the discretion of the Administration, Van Kampen (1999-2000);
Board. Supervisor-Corporate Accounting, Stein Roe and
Farnham (investment manager) (1998-1999); and
Supervisor-Financial Reporting, Scudder
Kemper Investments, Inc. prior thereto.
Ian J. McPheron (32) Assistant Secretary Since June 2003. Serves Associate Counsel and Director of Compliance
at the discretion of the of Calamos and CFS (since 2002); Associate,
Board. Gardner, Carton & Douglas (law firm) (2002);
Vice President, Associate General Counsel and
Assistant Secretary Van Kampen Investments,
Inc. (2000-2002); Associate, Wildman,
Harrold, Allen & Dixon (1997-2000)
S-23
-------------------------
* John P. Calamos and Nick P. Calamos are trustees who are "interested
persons" of the Fund as defined in the Investment Company Act of 1940
because of their position with Calamos. Nick P. Calamos is the nephew of
John P. Calamos.
+ Mr. Marsh is a partner at a law firm that has performed work for John P.
Calamos, the chief executive and a controlling person of Calamos (such
work was not with respect to 1940 Act or Investment Advisers Act of 1940
matters). Upon the advice of counsel to the Fund, the Fund does not
believe that Mr. Marsh is an "interested person" of Calamos.
The Fund's Board of Trustees consists of seven members. The term of one
class expires each year commencing with the first annual meeting following this
public offering and no term shall continue for more than three years after the
applicable election. The terms of Nick P. Calamos and Richard J. Dowen expire at
the first annual meeting following this public offering, the terms of John P.
Calamos, Weston W. Marsh and William Rybak expire at the second annual meeting,
and the terms of Joe F. Hanauer and John E. Neal expire at the third annual
meeting. Subsequently, each class of Trustees will stand for election at the
conclusion of its respective term. Such classification may prevent replacement
of a majority of the Trustees for up to a two-year period. 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.
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. The Executive Committee
held 12 meetings in the last fiscal year.
Audit Committee. Messrs. Dowen, Hanauer, Neal and Rybak serve
on the Audit Committee. The Audit Committee recommends independent
auditors to the trustees, monitors the auditors' performance, reviews
the results of the Fund's audit, and responds to other matters deemed
appropriate by the Board of Trustees. The Audit Committee held 4
meetings in the last fiscal year.
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 fund boards. The
members of the Governance Committee who are not interested persons of
the Fund 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. The Governance Committee held 1
meetings in the last fiscal year.
In addition to the above committees, there is a pricing committee
comprised of officers of the Fund and employees of Calamos.
The Fund's Agreement and Declaration of Trust provides that the Fund
will indemnify the Trustees and officers against liabilities and expenses
incurred in connection with any claim in which they may be involved because of
their offices with the Fund, unless it is determined in the manner specified in
the Agreement and Declaration of Trust that they have not acted in good faith in
the reasonable belief that their actions were in the best interests of the Fund
or that such indemnification would relieve any officer or Trustee of any
liability to the Fund or its shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of his or her duties.
S-24
COMPENSATION OF OFFICERS AND TRUSTEES
The Fund pays no salaries or compensation to any of its officers or to
the Trustees who are affiliated persons of Calamos.
The following table sets forth certain information with respect to the
compensation paid to each Trustee by the Fund and the Calamos Funds as a group.
Compensation from the Fund and total compensation from the Calamos Funds as a
group is for the fiscal year ended October 31, 2003.
TOTAL COMPENSATION FROM
COMPENSATION THE FUND AND OTHER
NAME OF TRUSTEE FROM FUND CALAMOS FUNDS**
--------------- ------------------ -----------------------
John P. Calamos $ 0 $ 0
Nick P. Calamos 0 0
Richard. J. Dowen $ 4,568 44,000+
Joe F. Hanauer 4,568 44,000
Weston W. Marsh* 4,368 44,000+
John E. Neal 4,568 44,000
William Rybak*
-------------------------
+ Includes fees that may have been deferred during the year pursuant to a
deferred compensation plan with Calamos Investment Trust. 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 October 31, 2003, the values of Messrs. Dowen's and
Neal's deferred compensation accounts were $39,479 and $89,464,
respectively.
* Messrs. Marsh and Rybak were appointed trustees of the Calamos
Investment Trust and Calamos Advisors Trust in March 2002.
** The Fund Complex includes the Calamos Investment Trust, the Calamos
Advisors Trust, the Calamos Convertible Opportunities and Income Fund
and the Calamos Convertible and High Income Fund.
The Fund has adopted a deferred compensation plan (the "Plan"). Under
the Plan, a Trustee who is not an "interested person" of Calamos and who has
elected to participate in the Plan ("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 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.
OWNERSHIP OF SHARES OF THE FUND AND OTHER CALAMOS FUNDS
The following table indicates the value of shares that each Trustee
beneficially owns in the Fund and the Calamos Funds in the aggregate. The value
of shares of the Calamos Funds is determined on the basis of the net asset value
of the class of shares held as of December 31, 2002. The value of the shares
held are stated in ranges in accordance with the requirements of the Securities
and Exchange Commission (the "Commission"). The table reflects the Trustee's
beneficial ownership of shares of the Calamos Funds. Beneficial ownership is
determined in accordance with the rules of the SEC.
S-25
AGGREGATE EQUITY DOLLAR RANGE OF
SECURITIES IN ALL REGISTERED
DOLLAR RANGE OF EQUITY SECURITIES INVESTMENT COMPANIES IN THE
NAME OF TRUSTEE IN THE FUND CALAMOS FUNDS
--------------------------------------- --------------------------------- --------------------------------
INTERESTED TRUSTEES:
John P. Calamos........................ None over $100,000
Nick P. Calamos........................ None over $100,000
NON-INTERESTED TRUSTEES:
Richard. J. Dowen...................... None $50,001 - $100,000
Joe F. Hanauer......................... None None
Weston W. Marsh........................ None None
John E. Neal........................... None over $100,000
William Rybak.......................... None None
CODE OF ETHICS
The Fund and Calamos have adopted a code of ethics under Rule 17j-1 of
the 1940 Act which is applicable to officers, directors/Trustees and designated
employees of Calamos and CFS. Employees of Calamos and CFS are permitted to make
personal securities transactions, including transactions in securities that the
Fund may purchase, sell or hold, subject to requirements and restrictions set
forth in the code of ethics of Calamos and CFS. The code of ethics contains
provisions and requirements designed to identify and address certain conflicts
of interest between personal investment activities of Calamos and CFS employees
and the interests of investment advisory clients such as the Fund. Among other
things, the code of ethics prohibits certain types of transactions absent prior
approval, imposes time periods during which personal transaction of duplicate
broker confirmations and statements and quarterly reporting of securities
transactions. Additional restrictions apply to portfolio managers, traders,
research analysts and others involved in the investment advisory process.
Exceptions to these and other provisions of the code of ethics may be granted in
particular circumstances after review by appropriate personnel. The Code of
Ethics can be reviewed and copied at the Commission's Public Reference Room in
Washington, D.C. Information on the operation of the Public Reference Room may
be obtained by calling the Commission at 1-202-942-8090. These codes of ethics
are available on the EDGAR Database on the Commission's Internet site at
http://www.sec.gov, and copies of these codes of ethics may be obtained, after
paying a duplicating fee, for electronic request at the following email address:
publicinfo@sec.gov or by writing the Commission's Public Reference Section,
Washington, D.C. 20549-0102.
PROXY VOTING POLICY
The Fund has delegated proxy voting responsibilities to Calamos,
subject to the Board's general oversight. The Fund expects Calamos to vote
proxies related to the Fund's portfolio securities for which the Fund has voting
authority consistent with the Fund's best economic interests. Calamos has
adopted its own Proxy Voting Policies and Procedures ("Policies"). The Policies
address, among other things, conflicts of interest that may arise between the
interests of the Fund, and the interests of the adviser and its affiliates,
including the Fund's principal underwriter.
The following is a summary of the proxy voting Policies used by Calamos
to follow in voting proxies.
To assist it in voting proxies, Calamos has established a Committee
comprised of members of its Portfolio Management and Research Departments. The
committee and/or its members will vote proxies using the following guidelines.
S-26
In general, if Calamos believes that a company's management and board
have interests sufficiently aligned with the Fund's interest, Calamos will vote
in favor of proposals recommended by a company's board. More specifically,
Calamos seeks to ensure that the board of directors of a company is sufficiently
aligned with security holders' interests and provides proper oversight of the
company's management. In many cases this may be best accomplished by having a
majority of independent board members. Although Calamos will examine board
member elections on a case-by-case basis, Calamos will generally vote for the
election of directors that would result in a board comprised of a majority of
independent directors.
Because of the enormous variety and complexity of transactions that are
presented to shareholders, such as mergers, acquisitions, reincorporations,
adoptions of anti-take over measures (including adoption of a shareholder rights
plan, requiring supermajority voting on particular issues, adoption of fair
price provisions, issuance of blank check preferred stocks and the creation of a
separate class of stock with unequal voting rights), changes to capital
structures (including authorizing additional shares, repurchasing stock or
approving a stock split), executive compensation and option plans, that occur in
a variety of industries, companies and market cycles, it is extremely difficult
to foresee exactly what would be in the best interests of the Fund in all
circumstances. Moreover, voting on such proposals involves considerations unique
to each transaction. Accordingly, Calamos will vote on a case-by-case basis on
proposals presenting these transactions.
Finally, Calamos has established procedures to help resolve conflicts
of interests that might arise when voting proxies for the Fund. This procedure
provides that the Committee, along with Calamos' Legal Department, will examine
conflicts of interests with the Fund of which Calamos is aware and seek to
resolve such conflicts in the best interests of the Fund, irrespective of any
such conflict.
You may obtain a copy of Calamos' Policies by calling (800) 582-6959,
by visiting its website at www.calamos.com or by writing Calamos at: Calamos
Investments, Attn: Client Services, 1111 East Warrenville Road, Naperville, IL
60653.
Information regarding how the Fund voted proxies relating to portfolio
securities during the most recent 12-month period ended June 30, 2004 is
available without charge, upon request, by calling 1-800-582-6959 or on the
Fund's website at www.calamos.com or on the Commission's website at
http://www.sec.gov.
INVESTMENT ADVISER AND INVESTMENT MANAGEMENT AGREEMENT
Calamos is the investment advisor to the Fund. Calamos is a
wholly-owned subsidiary of Calamos Holdings, Inc. ("Holdings"). Holdings is
controlled by John P. Calamos, who has been engaged in the investment advisory
business since 1977. Subject to the overall authority of the board of trustees,
Calamos provides the Fund with investment research, advice and supervision and
furnishes continuously an investment program for the Fund. In addition, Calamos
furnishes for use of the Fund such office space and facilities as the Fund may
require for its reasonable needs and supervises the business and affairs of the
Fund and provides the following other services on behalf of the Fund and not
provided by persons not a party to the investment management agreement: (i)
preparing or assisting in the preparation of reports to and meeting materials
for the Trustees; (ii) supervising, negotiating contractual arrangements with,
to the extent appropriate, and monitoring the performance of, accounting agents,
custodians, depositories, transfer agents and pricing agents, accountants,
attorneys, printers, underwriters, brokers and dealers, insurers and other
persons in any capacity deemed to be necessary or desirable to Fund operations;
(iii) assisting in the preparation and making of filings with the Commission and
other regulatory and self-regulatory organizations, including, but not limited
to, preliminary and definitive proxy materials, amendments to the Fund's
registration statement on Form N-2 and semi-annual reports on Form N-SAR; (iv)
overseeing the tabulation of proxies by the Fund's transfer agent; (v) assisting
in the preparation and
S-27
filing of the Fund's federal, state and local tax returns; (vi) assisting in the
preparation and filing of the Fund's federal excise tax return pursuant to
Section 4982 of the Code, if required; (vii) providing assistance with investor
and public relations matters; (viii) monitoring the valuation of portfolio
securities and the calculation of net asset value; (ix) monitoring the
registration of shares of beneficial interest of the Fund under applicable
federal and state securities laws; (x) maintaining or causing to be maintained
for the Fund all books, records and reports and any other information required
under the 1940 Act, to the extent that such books, records and reports and other
information are not maintained by the Fund's custodian or other agents of the
Fund; (xi) assisting in establishing the accounting policies of the Fund; (xii)
assisting in the resolution of accounting issues that may arise with respect to
the Fund's operations and consulting with the Fund's independent accountants,
legal counsel and the Fund's other agents as necessary in connection therewith;
(xiii) reviewing the Fund's bills; (xiv) assisting the Fund in determining the
amount of dividends and distributions available to be paid by the Fund to its
shareholders, preparing and arranging for the printing of dividend notices to
shareholders, and providing the transfer and dividend paying agent, the
custodian, and the accounting agent with such information as is required for
such parties to effect the payment of dividends and distributions; and (xv)
otherwise assisting the Fund as it may reasonably request in the conduct of the
Fund's business, subject to the direction and control of the Trustees.
Under the investment management agreement, the Fund pays to Calamos a
fee based on the average weekly managed assets that is accrued daily and paid on
a monthly basis. The fee paid by the Fund is at the annual rate of 0.80% of
managed assets. Because the fees paid to Calamos are determined on the basis of
the Fund's managed assets, Calamos' interest in determining whether to leverage
the Fund may differ from the interests of the Fund.
For the first eight years of the Fund's operations, Calamos has
contractually agreed to waive its management fee in the annual amounts, and for
the time periods, set forth below:
FEE WAIVED (AS A FEE WAIVED (AS A
PERIOD ENDING PERCENTAGE OF AVERAGE PERIOD ENDING PERCENTAGE OF AVERAGE
JUNE 30 WEEKLY MANAGED ASSETS) JUNE 30 WEEKLY MANAGED ASSETS)
--------------------------- ---------------------- --------------------------- ----------------------
2002(1).................... 0.25% 2007....................... 0.25%
2003....................... 0.25% 2008....................... 0.18%
2004....................... 0.25% 2009....................... 0.11%
2005....................... 0.25% 2010....................... 0.04%
2006....................... 0.25%
-------------------------
(1) From the commencement of operations.
Calamos has not agreed to waive any portion of its management fees
beyond June 30, 2010.
Under the terms of its investment management agreement with the Fund,
except for the services and facilities provided by Calamos as set forth therein,
the Fund shall assume and pay all expenses for all other Fund operations and
activities and shall reimburse Calamos for any such expenses incurred by
Calamos. The expenses borne by the Fund shall include, without limitation: (a)
organization expenses of the Fund (including out-of-pocket expenses, but not
including the Manager's overhead or employee costs); (b) fees payable to
Calamos; (c) legal expenses; (d) auditing and accounting expenses; (e)
maintenance of books and records that are required to be maintained by the
Fund's custodian or other agents of the Fund; (f) telephone, telex, facsimile,
postage and other communications expenses; (g) taxes and governmental fees; (h)
fees, dues and expenses incurred by the Fund in connection with membership in
investment company trade organizations and the expense of attendance at
professional meetings of such organizations; (i) fees and expenses of accounting
agents, custodians, subcustodians, transfer agents, dividend disbursing agents
and registrars; (j) payment for portfolio pricing or valuation services to
pricing
S-28
agents, accountants, bankers and other specialists, if any; (k) expenses of
preparing share certificates; (l) expenses in connection with the issuance,
offering, distribution, sale, redemption or repurchase of securities issued by
the Fund; (m) expenses relating to investor and public relations provided by
parties other than Calamos; (n) expenses and fees of registering or qualifying
shares of beneficial interest of the Fund for sale; (o) interest charges, bond
premiums and other insurance expenses; (p) freight, insurance and other charges
in connection with the shipment of the Fund's portfolio securities; (q) the
compensation and all expenses (specifically including travel expenses relating
to Fund business) of Trustees, officers and employees of the Fund who are not
affiliated persons of Calamos; (r) brokerage commissions or other costs of
acquiring or disposing of any portfolio securities of the Fund; (s) expenses of
printing and distributing reports, notices and dividends to shareholders; (t)
expenses of preparing and setting in type, printing and mailing prospectuses and
statements of additional information of the Fund and supplements thereto; (u)
costs of stationery; (v) any litigation expenses; (w) indemnification of
Trustees and officers of the Fund; (x) costs of shareholders' and other
meetings; (y) interest on borrowed money, if any; and (z) the fees and other
expenses of listing the Fund's shares on the New York Stock Exchange or any
other national stock exchange.
The Fund paid $1,534,078 in advisory funds for the fiscal year 2002.
Pursuant to the management fee waiver agreement, Calamos waived $568,177 in
advisory fees for the fiscal year 2002.
The investment management agreement remained in effect until August 1,
2003 and continues in effect from year to year thereafter so long as such
continuation is approved at least annually by (1) the board of trustees or the
vote of a majority of the outstanding voting securities (as defined in the 1940
Act) of the Fund, and (2) a majority of the trustees who are not interested
persons of any party to the investment management agreement, cast in person at a
meeting called for the purpose of voting on such approval. The investment
management agreement may be terminated at any time, without penalty, by either
the Fund or Calamos upon 60 days' written notice, and is automatically
terminated in the event of its assignment as defined in the 1940 Act.
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN APPROVING THE
CONTINUANCE OF THE INVESTMENT MANAGEMENT AGREEMENT. Continuance of the Fund's
investment management agreement is required to be approved annually, both by the
Board of Trustees and a majority of the Independent Trustees voting separately.
The Independent Trustees have determined that the terms of the Fund's investment
management agreement are fair and reasonable and that the agreement is in the
Fund's best interests. The Independent Trustees believe that the investment
management agreement will continue to enable the Fund to enjoy high quality
investment management services at a cost which they deem appropriate, reasonable
and in the best interests of the Fund. In making such determinations, the
Independent Trustees relied upon the assistance of counsel to the Independent
Trustees.
In evaluating the investment management agreement, the Independent
Trustees considered Calamos, its affiliates and their personnel, operations and
financial condition. The Independent Trustees discussed with representatives of
Calamos the Fund's operations and Calamos' ability to provide advisory and other
services to the Fund. The Independent Trustees also reviewed, among other
things:
- the investment performance of the Fund;
- the investment performance of other Calamos funds with similar
investment strategies;
- the proposed fees to be charged by Calamos for investment
management services;
- the Fund's projected total operating expenses;
S-29
- the investment performance, fees and total expenses of
investment companies with similar objectives and strategies
managed by other investment advisers;
- the experience of the investment advisory and other personnel
providing services to the Fund and the historical quality of
the services provided by Calamos; and
The Independent Trustees considered the following as relevant to their
recommendations: (1) the favorable history, reputation, qualification and
background of Calamos, as well as the qualifications of its personnel and its
financial condition; (2) that the fee and expense ratios of the Fund are
reasonable given the quality of services expected to be provided and are
comparable to the fee and expense ratios of similar investment companies; (3)
the relative performance of other funds managed by Calamos with similar
objectives compared to the results of other comparable investment companies and
unmanaged indices; and (4) other factors that the Independent Trustees deemed
relevant.
The use of the name "Calamos" in the name of the Fund is pursuant to
licenses granted by Calamos, and the Fund has agreed to change the names to
remove those references if Calamos ceases to act as investment adviser to the
Fund.
Princeton Administrators, L.P., ("Princeton") an affiliate of Merrill
Lynch, Pierce, Fenner & Smith Incorporated, serves as administrator for the
Fund. Calamos (and not the Fund) pays the administrator a monthly fee at an
annual rate of 0.125% of the Fund's average weekly managed assets, subject to a
monthly minimum fee of $12,500. For the 2002 fiscal year, Calamos paid to
Princeton $284,088 in administrative fees.
PORTFOLIO TRANSACTIONS
Portfolio transactions on behalf of the Fund effected on stock
exchanges involve the payment of negotiated brokerage commissions. There is
generally no stated commission in the case of securities traded in the
over-the-counter markets, but the price paid by the Fund usually includes an
undisclosed dealer commission or mark-up. In underwritten offerings, the price
paid by the Fund includes a disclosed, fixed commission or discount retained by
the underwriter or dealer.
In executing portfolio transactions, Calamos uses its best efforts to
obtain for the Fund the most favorable combination of price and execution
available. In seeking the most favorable combination of price and execution,
Calamos considers all factors it deems relevant, including price, the size of
the transaction, the nature of the market for the security, the amount of
commission, the timing of the transaction taking into account market prices and
trends, the execution capability of the broker-dealer and the quality of service
rendered by the broker-dealer in other transactions.
The Trustees have determined that portfolio transactions for the Fund
may be executed through Calamos Financial Services, Inc. ("CFS"), an affiliate
of Calamos, if, in the judgment of Calamos, the use of CFS is likely to result
in prices and execution at least as favorable to the Funds as those available
from other qualified brokers and if, in such transactions, CFS charges the Fund
commission rates consistent with those charged by CFS to comparable unaffiliated
customers in similar transactions. The Board of Trustees, including a majority
of the Trustees who are not "interested" trustees, has adopted procedures that
are reasonably designed to provide that any commissions, fees or other
remuneration paid to CFS are consistent with the foregoing standard. The Fund
will not effect principal transactions with CFS.
Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. and subject to seeking the most favorable
combination of net price and execution available and such other
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policies as the Trustees may determine, Calamos may consider sales of shares of
the Fund as a factor in the selection of broker-dealers to execute portfolio
transactions for that Fund.
In allocating the Fund's portfolio brokerage transactions to
unaffiliated broker-dealers, Calamos may take into consideration the research,
analytical, statistical and other information and services provided by the
broker-dealer, such as general economic reports and information, reports or
analyses of particular companies or industry groups, market timing and technical
information, and the availability of the brokerage firm's analysts for
consultation. Although Calamos believes these services have substantial value,
they are considered supplemental to Calamos' own efforts in the performance of
its duties under the management agreement. As permitted by Section 28(e) of the
Securities Exchange Act of 1934 ("1934 Act"), Calamos may cause the Fund to pay
a broker-dealer that provides brokerage and research services an amount of
commission for effecting a securities transaction for the Fund in excess of the
commission that another broker-dealer would have charged for effecting that
transaction if the amount is believed by Calamos to be reasonable in relation to
the value of the overall quality of the brokerage and research services
provided. Other clients of Calamos may indirectly benefit from the provision of
these services to Calamos, and the Fund may indirectly benefit from services
provided to Calamos as a result of transactions for other clients.
The Fund paid $84,743 in aggregate brokerage commissions for the 2002
fiscal year, including $0 to CFS, which represented 0% of the Fund's aggregate
brokerage fees paid, and 0% of the Fund's aggregate dollar amount of
transactions involving brokerage commissions.
NET ASSET VALUE
Net asset value per share is determined as of the close of regular
session trading on the New York Stock Exchange (usually 4:00 p.m., Eastern
time), on the last business day in each week. Net asset value is calculated by
dividing the value of all of the securities and other assets of the Fund, less
its liabilities (including accrued expenses and indebtedness) and the aggregate
liquidation value of any outstanding preferred shares, by the total number of
common shares outstanding. Currently, the net asset values of shares of publicly
traded closed-end investment companies investing in debt securities are
published in Barron's, the Monday edition of The Wall Street Journal and the
Monday and Saturday editions of The New York Times.
The values of the securities in the Fund are based on market prices
from the primary market in which they are traded. As a general rule, equity
securities listed on a U.S. securities exchange are valued at the last quoted
sale priced on the day the valuation is made. Portfolio securities listed on the
Nasdaq National Market System are valued using the Nasdaq Official Closing Price
(the "NOCP"). If an NOCP is not available for a security listed on the Nasdaq
National Market System, the security will be valued at the last sale price, or
if there have been no sales that day, at the mean of the current bid and ask
price. Bonds and other fixed-income securities that are traded over the counter
and on an exchange will be valued according to the broadest and most
representative market, and it is expected this will ordinarily be the
over-the-counter market. The foreign securities held by a Fund are traded on
exchanges throughout the world. Trading on these foreign securities exchanges is
completed at various times throughout the day and often does not coincide with
the close of trading on the New York Stock Exchange. The value of foreign
securities is determined at the close of trading of the exchange on which the
securities are traded or at the close of trading on the New York Stock Exchange,
whichever is earlier. If market prices are not readily available or the Fund's
valuation methods do not produce a value reflective of the fair value of the
security, securities and other assets are priced at a fair value as determined
by the Board of Trustees or a committee thereof.
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ADDITIONAL INFORMATION CONCERNING THE AUCTIONS FOR AMPS
GENERAL
The Depository Trust Company ("DTC") will act as the Securities
Depository with respect to the AMPS. One certificate for all of the shares of
each Series will be registered in the name of Cede & Co., as nominee of the
Securities Depository. Such certificate will bear a legend to the effect that
such certificate is issued subject to the provisions restricting transfers of
shares of the AMPS contained in the Statement. The Fund will also issue
stop-transfer instructions to the transfer agent for the AMPS. Prior to the
commencement of the right of holders of the AMPS to elect a majority of the
Fund's Directors, as described under "Description of the AMPS -- Voting Rights"
in the prospectus, Cede & Co. will be the holder of record of the AMPS and
owners of such shares will not be entitled to receive certificates representing
their ownership interest in such shares.
DTC, a New York-chartered limited purpose trust company, performs
services for its participants, some of whom (and/or their representatives) own
DTC. DTC maintains lists of its participants and will maintain the positions
(ownership interests) held by each such participant in AMPS, whether for its own
account or as a nominee for another person.
CONCERNING THE AUCTION AGENT
The auction agent (the "Auction Agent") will act as agent for the Fund
in connection with the auctions of the AMPS (the "Auctions"). In the absence of
willful misconduct or gross negligence on its part, the Auction Agent will not
be liable for any action taken, suffered, or omitted or for any error of
judgment made by it in the performance of its duties under the auction agency
agreement between the Fund and the Auction Agent and will not be liable for any
error of judgment made in good faith unless the Auction Agent was grossly
negligent in ascertaining the pertinent facts.
The Auction Agent may conclusively rely upon, as evidence of the
identities of the holders of the AMPS, the Auction Agent's registry of holders,
and the results of Auctions and notices from any Broker-Dealer (or other person,
if permitted by the Fund) with respect to transfers described under "The Auction
-- Secondary Market Trading and Transfers of the AMPS" in the prospectus and
notices from the Fund. The Auction Agent is not required to accept any such
notice for an Auction unless it is received by the Auction Agent by 3:00 p.m.,
New York City time, on the business day preceding such Auction.
The Auction Agent may terminate its auction agency agreement with the
Fund upon notice to the Fund on a date no earlier than 60 days after such
notice. If the auction agent should resign, the Fund will use its best efforts
to enter into an agreement with a successor auction agent containing
substantially the same terms and conditions as the auction agency agreement. The
Fund may remove the auction agent provided that prior to such removal the Fund
has entered into such an agreement with a successor Auction Agent.
BROKER-DEALERS
The Auction Agent after each Auction for the AMPS will pay to each
Broker-Dealer, from funds provided by the Fund, a service charge at the annual
rate of 1/4 of 1% in the case of any auction immediately preceding the dividend
period of less than one year, or a percentage agreed to by the Fund and the
Broker-Dealer in the case of any Auction immediately preceding a dividend period
of one year or longer, of the purchase price of the AMPS placed by such
Broker-Dealer at such auction. For the purposes of the preceding sentence, the
AMPS will be placed by a Broker-Dealer if such shares were (a) the subject of
hold orders deemed to have been submitted to the Auction Agent by the
Broker-Dealer and were acquired by such Broker-Dealer for its customers who are
beneficial owners or (b) the subject of
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an order submitted by such Broker-Dealer that is (i) a submitted bid of an
existing holder that resulted in the existing holder continuing to hold such
shares as a result of the Auction or (ii) a submitted bid of a potential bidder
that resulted in the potential holder purchasing such shares as a result of the
auction or (iii) a valid hold order.
The Fund may request the Auction Agent to terminate one or more
Broker-Dealer agreements at any time, provided that at least one Broker-Dealer
agreement is in effect after such termination.
The Broker-Dealer agreement provides that a Broker-Dealer (other than
an affiliate of the Fund) may submit orders in Auctions for its own account,
unless the Trust notifies all Broker-Dealers that they may no longer do so, in
which case Broker-Dealers may continue to submit hold orders and sell orders for
their own accounts. Any Broker-Dealer that is an affiliate of the Fund may
submit orders in Auctions, but only if such orders are not for its own account.
If a Broker-Dealer submits an order for its own account in any Auction, it might
have an advantage over other bidders because it would have knowledge of all
orders submitted by it in that Auction; such Broker-Dealer, however, would not
have knowledge of orders submitted by other Broker-Dealers in that Auction.
REPURCHASE OF COMMON SHARES
The Fund is a closed-end investment company and as such its
shareholders will not have the right to cause the Fund to redeem their shares.
Instead, the Fund's common shares trade in the open market at a price that is a
function of several factors, including dividend levels (which are in turn
affected by expenses), net asset value, call protection, dividend stability,
relative demand for and supply of such shares in the market, general market and
economic conditions and other factors. Because shares of a closed-end investment
company may frequently trade at prices lower than net asset value, the Fund's
Board of Trustees may consider action that might be taken to reduce or eliminate
any material discount from net asset value in respect of common shares, which
may include the repurchase of such shares in the open market or in private
transactions, the making of a tender offer for such shares, or the conversion of
the Fund to an open-end investment company. The Board of Trustees may decide not
to take any of these actions. In addition, there can be no assurance that share
repurchases or tender offers, if undertaken, will reduce market discount.
Notwithstanding the foregoing, at any time when the Fund's preferred
shares are outstanding, the Fund may not purchase, redeem or otherwise acquire
any of its common shares unless (1) all accumulated preferred shares dividends
have been paid and (2) at the time of such purchase, redemption or acquisition,
the net asset value of the Fund's portfolio (determined after deducting the
acquisition price of the common shares) is at least 200% of the liquidation
value of the outstanding preferred shares (expected to equal the original
purchase price per share plus any accrued and unpaid dividends thereon). Any
service fees incurred in connection with any tender offer made by the Fund will
be borne by the Fund and will not reduce the stated consideration to be paid to
tendering shareholders.
Subject to its investment restrictions, the Fund may borrow to finance
the repurchase of shares or to make a tender offer. Interest on any borrowings
to finance share repurchase transactions or the accumulation of cash by the Fund
in anticipation of share repurchases or tenders will reduce the Fund's net
income. Any share repurchase, tender offer or borrowing that might be approved
by the Fund's Board of Trustees would have to comply with the Exchange Act, the
1940 Act and the rules and regulations thereunder.
Although the decision to take action in response to a discount from net
asset value will be made by the Board of Trustees at the time it considers such
issue, it is not currently anticipated that the Board of Trustees would
authorize repurchases of common shares or a tender offer for such shares if: (1)
such
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transactions, if consummated, would (a) result in the delisting of the common
shares from the New York Stock Exchange, or (b) impair the Fund's status as a
regulated investment company under the Code (which would make the Fund a taxable
entity, causing the Fund's income to be taxed at the corporate level in addition
to the taxation of shareholders who receive dividends from the Fund) or as a
registered closed-end investment company under the 1940 Act; (2) the Fund would
not be able to liquidate portfolio securities in an orderly manner and
consistent with the Fund's investment objective and policies in order to
repurchase shares; or (3) there is, in the board's judgment, any (a) material
legal action or proceeding instituted or threatened challenging such
transactions or otherwise materially adversely affecting the Fund, (b) general
suspension of or limitation on prices for trading securities on the New York
Stock Exchange, (c) declaration of a banking moratorium by federal or state
authorities or any suspension of payment by United States or New York banks, (d)
material limitation affecting the Fund or the issuers of its portfolio
securities by federal or state authorities on the extension of credit by lending
institutions or on the exchange of foreign currency, (e) commencement of war,
armed hostilities or other international or national calamity directly or
indirectly involving the United States, or (f) other event or condition which
would have a material adverse effect (including any adverse tax effect) on the
Fund or its shareholders if shares were repurchased.
The repurchase by the Fund of its shares at prices below net asset
value will result in an increase in the net asset value of those shares that
remain outstanding. However, there can be no assurance that share repurchases or
tender offers at or below net asset value will result in the Fund's shares
trading at a price equal to their net asset value. Nevertheless, the fact that
the Fund's shares may be the subject of repurchase or tender offers from time to
time, or that the Fund may be converted to an open-end investment company, may
reduce any spread between market price and net asset value that might otherwise
exist.
In addition, a purchase by the Fund of its common shares will decrease
the Fund's total managed assets which would likely have the effect of increasing
the Fund's expense ratio. Any purchase by the Fund of its common shares at a
time when preferred shares are outstanding will increase the leverage applicable
to the outstanding common shares then remaining.
Before deciding whether to take any action if the common shares trade
below net asset value, the Fund's Board of Trustees would likely consider all
relevant factors, including the extent and duration of the discount, the
liquidity of the Fund's portfolio, the impact of any action that might be taken
on the Fund or its shareholders and market considerations. Based on these
considerations, even if the Fund's shares should trade at a discount, the Board
of Trustees may determine that, in the interest of the Fund and its
shareholders, no action should be taken.
FEDERAL INCOME TAX MATTERS
The following is a summary discussion of certain U.S. federal income
tax consequences that may be relevant to a shareholder that acquires, holds
and/or disposes of AMPS of the Fund. This discussion only addresses U.S. federal
income tax consequences to U.S. shareholders who hold their shares as capital
assets and does not address all of the U.S. federal income tax consequences that
may be relevant to particular shareholders in light of their individual
circumstances. This discussion also does not address the tax consequences to
shareholders who are subject to special rules, including, without limitation,
financial institutions, insurance companies, dealers in securities or foreign
currencies, foreign holders, persons who hold their shares as or in a hedge
against currency risk, a constructive sale, or conversion transaction, holders
who are subject to the alternative minimum tax, or tax-exempt or tax-deferred
plans, accounts, or entities. In addition, the discussion does not address any
state, local, or foreign tax consequences. The discussion reflects applicable
tax laws of the United States as of the date of this SAI, which tax laws may be
changed or subject to new interpretations by the courts or the Internal Revenue
S-34
Service ("IRS") retroactively or prospectively. No attempt is made to present a
detailed explanation of all U.S. federal income tax concerns affecting the Fund
and its shareholders, and the discussion set forth herein does not constitute
tax advice. INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISERS TO DETERMINE
THE SPECIFIC TAX CONSEQUENCES TO THEM OF INVESTING IN THE FUND, INCLUDING THE
APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM AND THE
EFFECT OF POSSIBLE CHANGES IN TAX LAWS.
The Fund has elected to be treated, and intends to qualify each year,
as a "regulated investment company" under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"), so that it will not pay U.S. federal
income tax on income and capital gains distributed to shareholders. If the Fund
qualifies as a regulated investment company and distributes to its shareholders
at least 90% of the sum of (i) its "investment company taxable income" as that
term is defined in the Code (which includes, among other things, dividends,
taxable interest, and the excess of any net short-term capital gains over net
long-term capital losses as reduced by certain deductible expenses) without
regard to the deduction for dividends paid and (ii) the excess of its gross
tax-exempt interest, if any, over certain disallowed deductions, the Fund will
be relieved of U.S. federal income tax on any income of the Fund, including
long-term capital gains, distributed to shareholders. However, if the Fund
retains any investment company taxable income or "net capital gain" (the excess
of net long-term capital gain over net short-term capital loss), it will be
subject to U.S. federal income tax at regular corporate rates on the amount
retained. The Fund intends to distribute at least annually, all or substantially
all of its investment company taxable income, net tax-exempt interest, and net
capital gain.
If for any taxable year the Fund does not qualify as a regulated
investment company for U.S. federal income tax purposes, it would be treated as
a U.S. corporation subject to U.S. federal income tax (currently imposed at a
maximum effective rate of 35%) and distributions to its shareholders would not
be deductible by the Fund in computing its taxable income. In such event, the
Fund's distributions, to the extent derived from the Fund's current or
accumulated earnings and profits, would generally constitute ordinary dividends,
a portion of which may be eligible for the dividends received deduction
available to corporate shareholders under Section 243 of the Code, and
noncorporate shareholders of the Fund generally would be able to treat such
distributions as "qualified dividend income" under Section 1(h)(11) of the Code
which is generally eligible for reduced rates of federal income taxation in
taxable years beginning on or before December 31, 2008.
Under the Code, the Fund will be subject to a nondeductible 4% federal
excise tax on a portion of its undistributed ordinary income and capital gains
for any year if it fails to meet certain distribution requirements with respect
to that year. The Fund intends to make distributions in a timely manner and
accordingly does not expect to be subject to this excise tax.
In order to qualify as a regulated investment company under Subchapter
M of the Code, the Fund must, among other things, derive at least 90% of its
gross income for each taxable year from dividends, interest, payments with
respect to securities loans, gains from the sale or other disposition of stock,
securities or foreign currencies, or other income (including gains from options,
futures and forward contracts) derived with respect to its business of investing
in such stock, securities or currencies (the "90% income test"). For purposes of
the 90% income test, the character of income earned by certain entities in which
the Fund invests that are not treated as corporations (e.g., partnerships) for
U.S. federal income tax purposes will generally pass through to the Fund.
Consequently, the Fund may be required to limit its equity investments in such
entities that earn fee income, rental income or other nonqualifying income.
S-35
In addition to the 90% income test, the Fund must also diversify its
holdings (commonly referred to as the "asset test") so that, at the end of each
quarter of its taxable year (i) at least 35% of the market value of the Fund's
assets is represented by cash and cash items, U.S. government securities,
securities of other regulated investment companies and other securities, with
such other securities of any one issuer limited for the purposes of this
calculation to an amount not greater in value than 5% of the value of the Fund's
total assets and to not more than 10% of the outstanding voting securities of
such issuer, and (ii) not more than 25% of the value of its total assets is
invested in the securities of any one issuer (other than U.S. government
securities or securities of other regulated investment companies) or of two or
more issuers controlled by the Fund and engaged in the same, similar or related
trades or businesses.
Dividends from investment company taxable income, which includes net
investment income, net short-term capital gain in excess of net long-term
capital loss and certain net foreign exchange gains, are taxable as ordinary
income to the extent of the Fund's current and accumulated earnings and profits.
Dividends from net capital gain (i.e., net long-term capital gain in excess of
net short-term capital loss), if any, are taxable as long-term capital gains for
U.S. federal income tax purposes without regard to the length of time the
shareholder has held shares of the Fund. Dividends derived from "qualified
dividend income" (i.e., generally, dividends paid by domestic corporations and
certain foreign corporations to noncorporate investors), if any, will be subject
to tax at rates equivalent to long-term capital gain provided certain holding
period and other requirements are met. The U.S. federal income tax status of all
distributions will be designated by the Fund and reported to the shareholders
annually. Any dividend declared by the Fund as of a record date in October,
November or December and paid during the following January will be treated for
U.S. federal income tax purposes as received by shareholders on December 31 of
the calendar year in which it is declared.
If the Fund retains any net capital gain, the Fund may designate the
retained amount as undistributed capital gains in a notice to shareholders who,
if subject to U.S. federal income tax on long-term capital gains (i) will be
required to include in income, as long-term capital gains, their proportionate
share of such undistributed amount, and (ii) will be entitled to credit their
proportionate share of the tax paid by the Fund on the undistributed amount
against their U.S. federal income tax liabilities, if any, and to claim refunds
to the extent the credit exceeds such liabilities. For U.S. federal income tax
purposes, the tax basis of shares owned by a shareholder of the Fund will be
increased by the difference between the amount of undistributed net capital gain
included in the shareholder's gross income and the tax deemed paid by the
shareholders.
Foreign exchange gains and losses realized by the Fund in connection
with certain transactions involving foreign currency-denominated debt
securities, certain options and futures contracts relating to foreign currency,
foreign currency forward contracts, foreign currencies, or payables or
receivables denominated in a foreign currency are subject to Section 988 of the
Code, which generally causes such gains and losses to be treated as ordinary
income and losses and may affect the amount, timing and character of
distributions to shareholders.
If the Fund acquires any equity interest (under proposed Treasury
regulations, generally including not only stock but also an option to acquire
stock such as is inherent in a convertible bond) in certain foreign corporations
that receive at least 75% of their annual gross income from passive sources
(such as interest, dividends, certain rents and royalties, or capital gains) or
that hold at least 35% of their assets in investments producing such passive
income ("passive foreign investment companies"), the Fund could be subject to
U.S. federal income tax and additional interest charges on "excess
distributions" received from such companies or on gain from the sale of stock in
such companies, even if all income or gain actually received by the Fund is
timely distributed to its shareholders. The Fund would not be able to pass
through to its shareholders any credit or deduction for such a tax. An election
may generally be available that would ameliorate these adverse tax consequences,
but any such election could require the Fund to
S-36
recognize taxable income or gain (subject to tax distribution requirements)
without the concurrent receipt of cash. These investments could also result in
the treatment of associated capital gains as ordinary income. The Fund may limit
and/or manage its holdings in passive foreign investment companies to limit its
tax liability or maximize its return from these investments.
The Fund may invest to a significant extent in debt obligations that
are in the lowest rating categories or are unrated, including debt obligations
of issuers not currently paying interest or who are in default. Investments in
debt obligations that are at risk of or in default present special tax issues
for the Fund. Tax rules are not entirely clear about issues such as when the
Fund may cease to accrue interest, original issue discount or market discount,
when and to what extent deductions may be taken for bad debts or worthless
securities and how payments received on obligations in default should be
allocated between principal and income. These and other related issues will be
addressed by the Fund when, as and if it invests in such securities, in order to
seek to ensure that it distributes sufficient income to preserve its status as a
regulated investment company and does not become subject to U.S. federal income
or excise tax.
If the Fund utilizes leverage through borrowing, asset coverage
limitations imposed by the 1940 Act as well as additional restrictions that may
be imposed by certain lenders on the payment of dividends or distributions
potentially could limit or eliminate the Fund's ability to make distributions on
its Common Shares and/or AMPS until the asset coverage is restored. These
limitations could prevent the Fund from distributing at least 90% of its
investment company taxable income as is required under the Code and therefore
might jeopardize the Fund's qualification for the reduced rates of corporate tax
applicable to certain regulated investment companies and/or might subject the
Fund to the nondeductible 4% federal excise tax. Upon any failure to meet the
asset coverage requirements imposed by the 1940 Act, the Fund may, in its sole
discretion and to the extent permitted under the 1940 Act, purchase or redeem
AMPS in order to maintain or restore the requisite asset coverage and avoid the
adverse consequences to the Fund and its shareholders of failing to meet the
distribution requirements. There can be no assurance, however, that any such
action would achieve these objectives. The Fund will endeavor to avoid
restrictions on its ability to distribute dividends.
If the Fund invests in certain pay-in-kind securities, zero coupon
securities, deferred interest securities or, in general, any other securities
with original issue discount (or with market discount if the Fund elects to
include market discount in income currently), the Fund must accrue income on
such investments for each taxable year, which generally will be prior to the
receipt of the corresponding cash payments. However, the Fund must distribute,
at least annually, all or substantially all of its investment company taxable
income, including such accrued income, to shareholders to avoid U.S. federal
income and excise taxes. Therefore, the Fund may have to dispose of its
portfolio securities under disadvantageous circumstances to generate cash, or
may have to leverage itself by borrowing the cash, to satisfy distribution
requirements.
At the time of an investor's purchase of the AMPS, a portion of the
purchase price may be attributable to realized or unrealized appreciation in the
Fund's portfolio or undistributed taxable income of the Fund. Consequently,
subsequent distributions by the Fund with respect to these shares from such
appreciation or income may be taxable to such investor even if the net asset
value of the investor's shares is, as a result of the distributions, reduced
below the investor's cost for such shares and the distributions economically
represent a return of a portion of the investment.
Under present law and based in part on the fact that there is no
express or implied agreement between or among a Broker-Dealer or any other
party, and the Fund or any owners of AMPS, that the Broker-Dealer or any other
party will guarantee or otherwise arrange to ensure that an owner of AMPS will
be able to sell his or her shares, the Fund is of the opinion that the AMPS will
constitute stock of the
S-37
Fund, and thus distributions with respect to the AMPS (other than capital gain
distributions and distributions in redemption of the AMPS subject to section
302(b) of the Code) will generally constitute dividends to the extent of the
Fund's current or accumulated earnings and profits, as calculated for U.S.
federal income tax purposes. The following discussion assumes such treatment
will apply. Distributions in excess of current and accumulated earnings and
profits of the Fund are treated first as a return of capital to the extent of
the shareholder's basis in the AMPS and, after the adjusted basis is reduced to
zero, will be treated as capital gain to a holder of AMPS that holds such shares
as a capital asset.
The Fund's income will consist of net investment income and may also
consist of net capital gain. The character of the Fund's income will not affect
the amount of dividends to which the holders of the AMPS are entitled. Holders
of the AMPS are entitled to receive only the amount of dividends as determined
by periodic auctions. For U.S. federal income tax purposes, however, the
Internal Revenue Service currently requires that a regulated investment company
that has two or more classes of shares allocate to each such class proportionate
amounts of each type of its income (such as ordinary income and net capital
gain) for each tax year. Accordingly, the Fund intends to designate
distributions made with respect to the common shares and the AMPS as consisting
of particular types of income (e.g., net capital gain and ordinary income), in
accordance with each class's proportionate share of the total dividends paid to
both classes. Thus, each dividend paid with respect to the AMPS during a year
will be designated as consisting of particular types of income (e.g., ordinary
income dividends and capital gains distributions in proportion to the AMPS
proportionate share of the total dividends paid on the AMPS during the year to
the total distributions paid on both the AMPS and the Common Shares during the
year. Each holder of the AMPS during the year will be notified of the allocation
within 60 days after the end of the year. The amount of the net capital gain
realized by the Fund may not be significant, and there is no assurance that any
such income will be realized by the Fund in any year. Distributions of the
Fund's net investment income are taxable to shareholders as ordinary income.
Distributions of the Fund's net capital gain, if any, are taxable to
shareholders at rates applicable to long-term capital gains, regardless of the
length of time the AMPS have been held by holders. Distributions in excess of
the Fund's earnings and profits will first reduce a shareholder's adjusted tax
basis in his or her shares of AMPS and, after the adjusted tax basis is reduced
to zero, will constitute capital gains to a holder of shares of AMPS who holds
his or her shares of AMPS as a capital asset.
Although the Fund is required to distribute annually at least 90% of
its investment company taxable income, the Fund is not required to distribute
net capital gain to the shareholders. The Fund may retain and reinvest such
gains and pay federal income taxes on such gains (the "net undistributed capital
gain"). However, it is unclear whether a portion of the net undistributed
capital gain would have to be allocated to the AMPS for U.S. federal income tax
purposes. Until and unless the Fund receives acceptable guidance from the
Internal Revenue Service as to the allocation of the net undistributed capital
gain between the Common Shares and the AMPS, the Fund intends to distribute its
net capital gain for any year during which it has shares of AMPS outstanding.
Such distribution will affect the tax character but not the amount of dividends
to which holders of shares of AMPS are entitled.
Sales and other dispositions of the AMPS are taxable events for
shareholders that are subject to tax. Shareholders should consult their own tax
advisors with reference to their individual circumstances to determine whether
any particular transaction in the AMPS is properly treated as a sale for U.S.
federal income tax purposes (as the following discussion assumes) and the tax
treatment of any gains or losses recognized in such transactions. Any loss
realized by a shareholder upon the sale or other disposition of shares with a
tax holding period of six months or less will be treated as a long-term capital
loss to the extent of any amounts treated as distributions of long-term capital
gain with respect to such shares. Losses on sales or other dispositions of
shares may be disallowed under "wash sale" rules in the event of other
investments in the Fund (including those made pursuant to reinvestment of
dividends) within a period of 61 days beginning 30 days before and ending 30
days after a sale or other disposition of shares.
S-38
In such a case, the disallowed portion of any loss generally would be included
in the U.S. federal tax basis of the shares acquired in the other investments in
the Fund. Long-term capital gain rates for individuals have been temporarily
reduced to 15% (with lower rates for individuals in the 10% and 15% rate
brackets) for taxable years beginning on or before December 31, 2008.
The Fund may engage in various transactions utilizing options, futures
contracts, forward contracts, hedge instruments, straddles, and other similar
transactions. Such transactions may be subject to special provisions of the Code
that, among other things, may affect the character of any income realized by the
Fund from such investments, accelerate recognition of income to the Fund, defer
Fund losses, and affect the determination of whether capital gain and loss is
characterized as long-term or short-term capital gain or loss. These rules could
therefore affect the character, amount and timing of distributions to
shareholders. These provisions may also require the Fund to "mark-to-market"
certain types of the positions in its portfolio (i.e., treat them as if they
were closed out), which may cause the Fund to recognize income without receiving
cash with which to make distributions in amounts necessary to satisfy the
distribution requirements for avoiding U.S. federal income and excise taxes. The
Fund will monitor its transactions, will make the appropriate tax elections, and
will make the appropriate entries in its books and records when it acquires an
option, futures contract, forward contract, hedge instrument or other similar
investment in order to mitigate the effect of these rules, prevent
disqualification of the Fund as a regulated investment company and minimize the
imposition of U.S. federal income and excise taxes.
Certain distributions by the Fund to its shareholders may qualify for
(i) the dividends received deduction available to corporate shareholders, or
(ii) treatment as "qualified dividend income," available to noncorporate
shareholders, subject to certain holding period and other requirements, but only
to the extent the Fund earned dividend income from stock investments in U.S.
domestic corporations or qualified foreign corporations. The Fund is permitted
to acquire stocks of U.S. domestic corporations, and it is therefore possible
that a small portion of the Fund's distributions derived from the dividends
attributable to such stocks, may qualify for the dividends received deduction or
treatment as "qualified dividend income." Such qualifying portion, if any, may
affect a shareholder's liability for alternative minimum tax and/or result in
basis reductions and other consequences in certain circumstances.
The Fund may invest in REITs that hold residual interests in real
estate mortgage investment conduits ("REMICs"). Under Treasury regulations a
portion of the Fund's income from a REIT that is attributable to the REIT's
residual interest in a REMIC (referred to in the Code as an "excess inclusion")
will be subject to U.S. federal income tax in all events. These regulations also
provide that excess inclusion income of a regulated investment company, such as
the Fund, will be allocated to shareholders of the regulated investment company
in proportion to the dividends received by such shareholders, with the same
consequences as if the shareholders held the related REMIC residual interest
directly. In general, excess inclusion income allocated to shareholders (i)
cannot be offset by net operating losses (subject to a limited exception for
certain thrift institutions), (ii) will constitute unrelated business taxable
income to entities (including a qualified pension plan, an individual retirement
account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax
on unrelated business income, thereby potentially requiring such an entity that
is allocated excess inclusion income, and otherwise might not be required to
file a tax return, to file a tax return and pay tax on such income, and (iii) in
the case of a foreign shareholder, will not qualify for any reduction in U.S.
federal withholding tax. In addition, if at any time during any taxable year a
"disqualified organization" (as defined in the Code) is a record holder of a
share in a regulated investment company, then the regulated investment company
will be subject to a tax equal to that portion of its excess inclusion income
for the taxable year that is allocable to the disqualified organization,
multiplied by the highest federal income tax rate imposed on corporations. The
Fund does not intend to invest in REITs in which a substantial portion of the
assets will consist of residual interests in REMICs.
S-39
The Fund may be subject to withholding and other taxes imposed by
foreign countries, including taxes on interest, dividends and capital gains with
respect to its investments in those countries, which would, if imposed, reduce
the yield on or return from those investments. Tax treaties between certain
countries and the U.S. may reduce or eliminate such taxes in some cases. The
Fund does not expect to satisfy the requirements for passing through to its
shareholders their pro rata shares of qualified foreign taxes paid by the Fund,
with the result that shareholders will not include such taxes in their gross
incomes and will not be entitled to a tax deduction or credit for such taxes on
their own tax returns.
Federal law requires that the Fund withhold, as "backup withholding,"
28% of reportable payments, including dividends, capital gain distributions and
the proceeds of sales or other dispositions of the AMPS paid to shareholders who
have not complied with IRS regulations. In order to avoid this withholding
requirement, shareholders must certify on their Account Applications, or on a
separate IRS Form W-9, that the Social Security Number or other Taxpayer
Identification Number they provide is their correct number and that they are not
currently subject to backup withholding, or that they are exempt from backup
withholding. The Fund may nevertheless be required to withhold if it receives a
notice from the IRS or a broker that the number provided is incorrect or backup
withholding is applicable as a result of previous underreporting of interest or
dividend income.
Under recently promulgated Treasury regulations, if a shareholder
recognizes a loss with respect to shares of $2 million or more in a single
taxable year (or $4 million or more in any combination of taxable years) for a
shareholder who is an individual, S corporation or trust or $10 million or more
for a corporate shareholder in any single taxable year (or $20 million or more
in any combination of years), the shareholder must file with the IRS a
disclosure statement on Form 8886. Direct shareholders of portfolio securities
are in many cases excepted from this reporting requirement, but under current
guidance, shareholders of a regulated investment company are not excepted.
Future guidance may extend the current exception from this reporting requirement
to shareholders of most or all regulated investment companies. The fact that a
loss is reportable under these regulations does not affect the legal
determination of whether the taxpayer's treatment of the loss is proper.
Shareholders should consult their tax advisors to determine the applicability of
these regulations in light of their individual circumstances.
The description of certain federal tax provisions above relates only to
U.S. federal income tax consequences for shareholders who are U.S. persons,
(i.e., U.S. citizens or residents or U.S. corporations, partnerships, Funds or
estates and who are subject to U.S. federal income tax). Investors other than
U.S. persons may be subject to different U.S. tax treatment, including a
non-resident alien U.S. federal withholding tax at the rate of 30% or at a lower
treaty rate on amounts treated as ordinary dividends from the Fund and, unless
an effective IRS Form W-8BEN, or other authorized withholding certificate is on
file. SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS ON THESE MATTERS AND ON
ANY SPECIFIC QUESTION OF U.S. FEDERAL, STATE, LOCAL, FOREIGN AND OTHER
APPLICABLE TAX LAWS BEFORE MAKING AN INVESTMENT IN THE FUND.
CUSTODIAN, TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND REGISTRAR
The Fund's securities and cash are held under a custodian agreement
with The Bank of New York, One Wall Street, New York, New York 10286. The
transfer agent, dividend disbursing agent and registrar for the Fund's shares is
also The Bank of New York.
S-40
EXPERTS
The statement of net assets of the Fund as of October 31, 2002
appearing in this Statement of Additional Information has been audited by Ernst
& Young, LLP, Sears Tower, 233 South Wacker Drive, Chicago, Illinois, 60606
independent auditors, as set forth in their report thereon appearing elsewhere
herein, and is included in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
Effective April 14, 2003, the Fund's Audit Committee of its Board of
Trustees selected Deloitte & Touche LLP as the Fund's independent accountant.
Also effective April 14, 2003, the client-auditor relationship between the Fund
and Ernst & Young LLP ceased. The cessation of this relationship was based on
the desire to retain the same independent accountant for the Fund as an
affiliated closed-end fund, and to diversify the expertise provided to the funds
within the Calamos Fund complex.
With respect to the unaudited interim financial information for the
period ended April 30, 2003, which is included herein, Deloitte & Touche LLP
have applied limited procedures in accordance with professional standards for a
review of such information. However, as stated in their report included in the
Calamos Convertible Opportunities and Income Fund's semi-annual filing and
included herein, they did not audit and they do not express an opinion on that
interim financial information. Accordingly, the degree of reliance on their
report on such information should be restricted in light of the limited nature
of the review procedures applied. Deloitte & Touche LLP are not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for their
report on the unaudited interim financial information because the report is not
"reports" or a "part" of the registration statement prepared or certified by an
accountant within the meaning of Sections 7 and 11 of the Act.
ADDITIONAL INFORMATION
A Registration Statement on Form N-2, including amendments thereto,
relating to the shares offered hereby, has been filed by the Fund with the SEC,
Washington, D.C. The prospectus and this Statement of Additional Information do
not contain all of the information set forth in the Registration Statement,
including any exhibits and schedules thereto. For further information with
respect to the Fund and the shares offered hereby, reference is made to the
Registration Statement. Statements contained in the prospectus and this
Statement of Additional Information as to the contents of any contract or other
document referred to are not necessarily complete and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to
the Registration Statement, each such statement being qualified in all respects
by such reference. A copy of the Registration Statement may be inspected without
charge at the SEC's principal office in Washington, D.C., and copies of all or
any part thereof may be obtained from the SEC upon the payment of certain fees
prescribed by the SEC.
S-41
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Trustees and Shareholders of
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
We have reviewed the accompanying statement of assets and liabilities, including
the schedule of investments, of CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME
FUND (the "Fund") as of April 30, 2003, and the related statements of operations
and of changes in net assets and the financial highlights for the period
November 1, 2002 through April 30, 2003. These financial statements are the
responsibility of the Fund's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the 2003 financial statements referred to above for them to be in
conformity with accounting principles generally accepted in the United States of
America.
Deloitte & Touche LLP
Chicago, Illinois
June 17, 2003
F-1
CALAMOS CONVERTIBLE
OPPORTUNITIES AND INCOME FUND
SCHEDULE OF INVESTMENTS APRIL 30, 2003 (UNAUDITED)
PRINCIPAL
AMOUNT VALUE
---------------------------------------------------------------
CORPORATE BONDS (63.8%)
BASIC INDUSTRIES (5.1%)
$ 8,200,000 Dan River, Inc.(a)
12.750%, 04/15/09 $ 8,036,000
5,000,000 Equistar Chemicals LP(a)
10.625%, 05/01/11 5,312,500
1,750,000 FMC Corp.
10.250%, 11/01/09 1,977,500
13,000,000 Georgia-Pacific Corp.
8.125%, 05/15/11 12,935,000
1,190,000 Jarden Corp.
9.750%, 05/01/12 1,285,200
4,000,000 PolyOne Corp.(a)
10.625%, 05/15/10 4,090,000
4,500,000 Pope & Talbot, Inc.
8.375%, 06/01/13 4,162,500
------------
37,798,700
CAPITAL GOODS - INDUSTRIAL (2.3%)
9,150,000 AGCO Corp.
8.500%, 03/15/06 9,195,750
4,500,000 JLG Industries, Inc.(a)
8.250%, 05/01/08 4,601,250
2,800,000 Sonic Automotive, Inc.
11.000%, 08/01/08 2,989,000
------------
16,786,000
CAPITAL GOODS - TECHNOLOGY (7.6%)
8,000,000 AOL Time Warner, Inc.
7.625%, 04/15/31 8,854,808
13,000,000 Avnet, Inc.
9.750%, 02/15/08 14,218,880
12,500,000 EUR Legrand, SA(a)
11.000%, 02/15/13 15,411,987
10,450,000 Sanmina-SCI Corp.(a)
10.375%, 01/15/10 11,965,250
4,900,000 Stoneridge, Inc.
11.500%, 05/01/12 5,371,625
------------
55,822,550
CONSUMER CYCLICAL (24.2%)
8,700,000 American Axle & Manufacturing,
Inc.
9.750%, 03/01/09 9,526,500
9,200,000 Aztar Corp.
8.875%, 05/15/07 9,660,000
750,000 Delta Air Lines, Inc.
9.750%, 05/15/21 461,250
12,000,000 Delta Air Lines, Inc.
7.700%, 12/15/05 9,450,000
17,250,000 Intrawest Corp.
10.500%, 02/01/10 18,802,500
14,000,000 Isle of Capri Casinos, Inc.
9.000%, 03/15/12 14,945,000
2,000,000 Isle of Capri Casinos, Inc.
8.750%, 04/15/09 2,115,000
9,100,000 La Quinta Properties(a)
8.875%, 03/15/11 9,577,750
12,350,000 Levi Strauss & Co.(a)
12.250%, 12/15/12 10,312,250
PRINCIPAL
AMOUNT VALUE
---------------------------------------------------------------
$17,500,000 Mandalay Resort Group
10.250%, 08/01/07 $ 19,425,000
3,200,000 Moore North America, Inc.(a)
7.875%, 01/15/11 3,424,000
2,850,000 RH Donnelley Financial Corp.(a)
10.875%, 12/15/12 3,313,125
13,100,000 Royal Caribbean Cruises, Ltd.
8.750%, 02/02/11 13,362,000
15,500,000 Russell Corp.
9.250%, 05/01/10 16,895,000
19,700,000 Saks, Inc.
8.250%, 11/15/08 21,374,500
6,000,000 Station Casinos, Inc.
8.875%, 12/01/08 6,345,000
2,900,000 The Gap, Inc.
10.550%, 12/15/08 3,472,750
5,200,000 Toys "R" Us, Inc.
7.625%, 08/01/11 5,401,692
------------
177,863,317
CONSUMER GROWTH STAPLES (7.9%)
2,250,000 Alpharma, Inc.(a)
8.625%, 05/01/11 2,340,000
10,000,000 American Greetings Corp.
11.750%, 07/15/08 11,500,000
4,100,000 AmeriPath, Inc.(a)
10.500%, 04/01/13 4,366,500
9,000,000 Avis Group Holdings, Inc.
11.000%, 05/01/09 10,080,000
8,450,000 Bausch & Lomb, Inc.
7.125%, 08/01/28 7,969,871
1,000,000 CanWest Media, Inc.(a)
7.625%, 04/15/13 1,055,000
9,735,000 Hanger Orthopedic Group, Inc.
11.250%, 06/15/09 10,513,800
10,000,000 Spanish Broadcasting Systems,
Inc.
9.625%, 11/01/09 10,625,000
------------
58,450,171
CONSUMER STAPLES (0.6%)
4,200,000 Del Monte Foods Company(a)
8.625%, 12/15/12 4,541,250
CREDIT CYCLICALS (2.7%)
9,000,000 Beazer Homes USA, Inc.
8.375%, 04/15/12 9,877,500
9,300,000 Standard Pacific Corp.
9.500%, 09/15/10 10,230,000
------------
20,107,500
ENERGY (4.1%)
1,000,000 Frontier Escrow Corp.(a)
8.000%, 04/15/13 1,040,000
5,500,000 Newfield Exploration Company
8.375%, 08/15/12 6,037,114
5,000,000 Plains All American Pipeline,
LP
7.750%, 10/15/12 5,475,000
6,400,000 Premcor, Inc.(a)
9.500%, 02/01/13 7,168,000
See accompanying Notes to Schedule of Investments.
F-2
CALAMOS CONVERTIBLE
OPPORTUNITIES AND INCOME FUND
SCHEDULE OF INVESTMENTS APRIL 30, 2003 (UNAUDITED)
PRINCIPAL
AMOUNT VALUE
---------------------------------------------------------------
$ 1,000,000 Tesoro Petroleum Corp.(a)
8.000%, 04/15/08 $ 1,040,000
8,500,000 Western Gas Resources, Inc.
10.000%, 06/15/09 9,307,500
------------
30,067,614
FINANCIAL (1.9%)
9,300,000 Host Marriott Corp.
9.500%, 01/15/07 9,823,125
3,900,000 Senior Housing Property Trust
7.875%, 04/15/15 3,978,000
------------
13,801,125
TELECOMMUNICATIONS (2.2%)
9,000,000 Avaya, Inc.
11.125%, 04/01/09 9,990,000
5,500,000 DIRECTV, Inc.(a)
8.375%, 03/15/13 6,187,500
------------
16,177,500
TRANSPORTATION (1.7%)
3,000,000 GATX Financial Corp.
8.875%, 06/01/09 3,000,192
8,700,000 General Maritime Corp.(a)
10.000%, 03/15/13 9,439,500
------------
12,439,692
UTILITIES (3.5%)
10,000,000 Calpine Corp.
8.500%, 02/15/11 7,350,000
9,000,000 Calpine Corp.
7.750%, 04/15/09 6,480,000
12,000,000 The AES Corp.
10.250%, 07/15/06 11,940,000
------------
25,770,000
------------
TOTAL CORPORATE BONDS
(Cost $437,758,055) 469,625,419
CONVERTIBLE BONDS (39.2%)
CAPITAL GOODS - INDUSTRIAL (3.8%)
12,979,000 Brooks-PRI Automation, Inc.
4.750%, 06/01/08 10,561,661
6,475,000 Spherion Corp.
4.500%. 06/01/05 5,803,219
13,500,000 Standard Motor Products, Inc.
6.750%, 07/15/09 11,778,750
------------
28,143,630
CAPITAL GOODS - TECHNOLOGY (15.2%)
5,944,000 Advanced Energy Industries,
Inc.
5.000%, 09/01/06 5,431,330
29,250,000 EUR Amazon.com, Inc.
6.875%, 02/16/10 31,127,452
6,500,000 ASML Holding, NV
5.750%, 10/15/06 6,370,000
11,000,000 Brocade Communications Systems,
Inc.
2.000%, 01/01/07 8,855,000
PRINCIPAL
AMOUNT VALUE
---------------------------------------------------------------
$12,100,000 Cypress Semiconductor Corp.
3.750%, 07/01/05 $ 10,905,125
28,200,000 Juniper Networks, Inc.
4.750%, 03/15/07 25,662,000
4,400,000 Mentor Graphics Corp.
6.875%, 06/15/07 4,383,500
6,000,000 Quantum Corp.
7.000%, 08/01/04 5,820,000
7,562,000 Richardson Electronics, Ltd.
8.250%, 06/15/06 6,975,945
11,788,000 Solectron Corp.
0.000%, 11/20/20 6,439,195
------------
111,969,547
CONSUMER CYCLICAL (4.5%)
30,000,000 Royal Caribbean Cruises, Ltd.
0.000%, 02/02/21 13,387,500
3,500,000 The Interpublic Group of
Companies, Inc.
1.870%, 06/01/06 3,014,375
17,375,000 The Interpublic Group of
Companies, Inc.
1.800%, 09/16/04 16,484,531
------------
32,886,406
CONSUMER GROWTH STAPLES (6.7%)
3,900,000 ICN Pharmaceuticals, Inc.
6.500%, 07/15/08 3,310,125
10,500,000 IVAX Corp.
5.500%, 05/15/07 10,736,250
12,600,000 Service Corp.
6.750%, 06/22/08 12,206,250
17,050,000 Skechers USA., Inc.
4.500%, 04/15/07 13,554,750
9,000,000 Sunrise Assisted Living, Inc.
5.250%, 02/01/09 9,540,000
------------
49,347,375
CONSUMER STAPLES (0.5%)
3,500,000 EUR Royal Numico, NV
1.500%, 09/22/04 3,790,093
FINANCIAL (1.8%)
14,375,000 NCO Group, Inc.
4.750%, 04/15/06 13,314,844
TELECOMMUNICATIONS (6.7%)
22,000,000 Corning, Inc.
4.875%, 03/01/08 20,212,500
15,000,000 Liberty Media Corp.
(Sprint PCS Group)
3.750%, 02/15/30 8,568,750
20,000,000 Nextel Communications, Inc.
6.000%, 06/01/11 20,475,000
------------
49,256,250
------------
TOTAL CONVERTIBLE BONDS
(Cost $235,538,032) 288,708,145
See accompanying Notes to Schedule of Investments.
F-3
CALAMOS CONVERTIBLE
OPPORTUNITIES AND INCOME FUND
SCHEDULE OF INVESTMENTS APRIL 30, 2003 (UNAUDITED)
NUMBER OF
SHARES VALUE
---------------------------------------------------------
CONVERTIBLE PREFERRED STOCK (21.2%)
CAPITAL GOODS - INDUSTRIAL (5.3%)
138,000 Cummins Capital Trust I
7.000% $ 6,313,500
746,000 Ford Motor Company Capital
Trust II
6.500% 32,727,020
-----------
39,040,520
CAPITAL GOODS - TECHNOLOGY (3.1%)
525,000 Electronic Data Systems Corp.
7.625% 10,395,000
230,000 Raytheon Company
8.250% 12,422,300
-----------
22,817,300
CONSUMER GROWTH STAPLES (2.4%)
262,000 Cendant Corp.
7.750% 9,995,300
174,530 Sinclair Broadcast Group, Inc.
6.000% 7,264,811
-----------
17,260,111
FINANCIAL (3.2%)
650,000 National Australia Bank, Ltd.
7.875% 23,725,000
NUMBER OF
SHARES VALUE
---------------------------------------------------------------
TELECOMMUNICATIONS (3.3%)
25,700 Lucent Technologies, Inc.
8.000% $ 24,455,169
TRANSPORTATION (2.2%)
320,000 Union Pacific Capital Trust
6.250% 16,360,000
UTILITIES (1.7%)
410,000 AES Trust III
6.750% 12,853,500
------------
TOTAL CONVERTIBLE PREFERRED
STOCK
(Cost $141,923,567) 156,511,600
TOTAL INVESTMENTS (124.2%)
(Cost $815,219,654) 914,845,164
OTHER ASSETS, LESS LIABILITIES (3.5%) 25,824,963
PREFERRED SHARES AT REDEMPTION VALUE, INCLUDING
DIVIDENDS PAYABLE (-27.7%) (204,013,586)
------------
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS
(100.0%) $736,656,541
============
NOTES TO SCHEDULE OF INVESTMENTS
All securities are shown in U.S. Dollars
(a) 144A securities are those that are exempt from registration under Rule 144A
of the Securities Act of 1933, as amended. These securities generally are
issued to qualified institutional buyers, such as the Fund, and any resale
by the Fund must be an exempt transaction, normally to other qualified
institutional investors, unless exchanged pursuant to registration rights,
pursuant to sale. At April 30, 2003 the market value of 144A securities that
can not be exchanged pursuant to registration rights is $113,221,862 or
15.4% of net assets of the Fund.
FOREIGN CURRENCY ABBREVIATIONS
EUR: European Monetary Unit
See accompanying Notes to Financial Statements.
F-4
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 2003 (UNAUDITED)
ASSETS
Investments, at value (cost $815,219,654) $914,845,164
Cash with Custodian (interest bearing) 18,071,126
Accrued interest and dividends receivable 15,460,625
Receivable for investments sold 5,060,479
Receivable for dividend reinvestment shares 719,154
Prepaid expenses 29,570
Other Assets 17,223
------------
Total Assets 954,203,341
------------
LIABILITIES
Payable for investments purchased 12,980,250
Payable to investment adviser 409,398
Other accounts payable and accrued liabilities 143,566
------------
Total Liabilities 13,533,214
------------
PREFERRED SHARES
$25,000 liquidation value per share applicable to 8,160
shares, including dividends payable $204,013,586
------------
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS $736,656,541
============
COMPOSITION OF NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS
Common stock, no par value, 96,782,000 shares authorized,
43,471,885 shares issued and outstanding $619,515,094
Undistributed net investment income (loss) 6,745,894
Accumulated net realized gain (loss) on investments and
foreign currency transactions 10,743,693
Unrealized appreciation (depreciation) of investments and
foreign currency transactions 99,651,860
------------
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS $736,656,541
============
Net asset value per common share based on 43,471,885 shares
issued and outstanding $ 16.95
------------
See accompanying Notes to Financial Statements.
F-5
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED APRIL 30, 2003 (UNAUDITED)
INVESTMENT INCOME
Interest $ 33,690,254
Dividends 6,746,570
------------
Total Investment Income 40,436,824
------------
EXPENSES
Investment advisory fees 3,411,067
Auction agent fees 206,611
Transfer agent fees 67,876
Printing and mailing fees 62,911
Custodian fees 61,176
Audit and legal fees 51,768
Registration fees 23,245
Trustees' fees 1,974
Other 40,158
------------
Total expenses 3,926,786
------------
Less expense waived 1,065,958
------------
Net expenses 2,860,828
------------
NET INVESTMENT INCOME 37,575,996
------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investment transactions and
foreign currency transactions 12,723,824
Change in net unrealized appreciation/depreciation of
investments and foreign currency transactions 130,974,728
------------
NET REALIZED AND UNREALIZED GAIN (LOSS) 143,698,552
------------
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS 181,274,548
------------
DIVIDENDS TO PREFERRED SHAREHOLDERS
Net investment income (1,489,771)
------------
NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON
SHAREHOLDERS RESULTING FROM OPERATIONS $179,784,777
============
See accompanying Notes to Financial Statements.
F-6
STATEMENT OF CHANGES
IN NET ASSETS
For the For the
Six Months Ended Period Ended
April 30, 2003 (unaudited) October 31, 2002*
-------------------------- -----------------
OPERATIONS
Net investment income (loss) $ 37,575,996 $ 16,782,168
Net realized gain (loss) on investments and foreign currency
transactions 12,723,824 (1,921,055)
Change in net unrealized appreciation/depreciation on
investments and foreign currency transactions 130,974,728 (31,322,868)
Dividends to Preferred shareholders from
Net investment income (1,489,771) (460,142)
------------ ------------
Net increase (decrease) in net assets applicable to Common
Shareholders resulting from operations 179,784,777 (16,921,897)
------------ ------------
DIVIDENDS TO COMMON SHAREHOLDERS FROM
Net investment income (33,150,918) (12,570,515)
------------ ------------
CAPITAL STOCK TRANSACTIONS
Proceeds from initial offering -- 619,298,400
Offering costs on common shares -- (1,112,742)
Offering costs on preferred shares -- (2,290,000)
Reinvestment of dividends resulting in the issuance of
common stock 3,129,589 489,847
------------ ------------
Net increase (decrease) in net assets from common stock
transactions 3,129,589 616,385,505
------------ ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS 149,763,448 586,893,093
------------ ------------
NET ASSETS
Beginning of period 586,893,093 $ --
------------ ------------
End of period $736,656,541 $586,893,093
------------ ------------
Undistributed net investment income $ 6,745,894 $ 3,810,587
============ ============
* June 28, 2002 (commencement of operations)
See accompanying Notes to Financial Statements.
F-7
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION. CALAMOS Convertible Opportunities and Income Fund (the "Fund"),
was organized as a Delaware Statutory Trust on April 17, 2002 and is registered
under the Investment Company Act of 1940 as a diversified, closed-end management
investment company. The Fund commenced operations on June 28, 2002.
The Fund's investment objective is to provide total return, through a
combination of capital appreciation and current income. The Fund currently seeks
to achieve its investment objective by investing substantially all of its assets
in convertible securities and non-convertible income securities.
PORTFOLIO VALUATION. In computing the net asset value of the Fund, portfolio
securities, including options, that are traded on a national securities exchange
and securities reported on the Nasdaq National Market System are valued at the
last reported sales price. Securities traded in the over-the-counter market and
listed securities for which no sales were reported are valued at the mean of the
most recently quoted bid and asked prices. Each outstanding futures contract is
valued at the official settlement price for the contract on the exchange on
which the contract is traded, except that if the market price of the contract
has increased or decreased by the maximum amount permitted on the valuation date
("up or down the limit"), the contract is valued at a fair value as described
below. Short-term obligations with maturities of 60 days or less are valued at
amortized cost, which approximates market value.
When market quotations are not readily available or when the valuation methods
mentioned above are not reflective of a fair value of the security, the security
is valued at a fair value following procedures approved by the board of trustees
or a committee thereof. These procedures may utilize valuations furnished by
pricing services approved by the board of trustees or a committee thereof, which
may be based on market transactions for comparable securities and various
relationships between securities that are generally recognized by institutional
traders, a computerized matrix system, or appraisals derived from information
concerning the securities or similar securities received from recognized dealers
in those securities.
Securities that are principally traded in a foreign market are valued as of the
close of the appropriate exchange or other designated time. Trading in
securities on European and Far Eastern securities exchanges and over-the-counter
markets is normally completed at various times before the close of business on
each day on which the New York Stock Exchange ("NYSE") is open. Trading of these
securities may not take place on every NYSE business day. In addition, trading
may take place in various foreign markets on Saturdays or on other days when the
NYSE is not open and on which the Fund's net asset value is not calculated.
INVESTMENT TRANSACTIONS AND INVESTMENT INCOME. Investment transactions are
recorded on a trade date basis. Realized gains and losses from investment
transactions are reported on an identified cost basis. Interest income is
recognized using the accrual method and includes accretion of original issue and
market discount and amortization of premium. Dividend income is recognized on
the ex-dividend date, except that certain dividends from foreign securities are
recorded as soon as the information becomes available.
FOREIGN CURRENCY TRANSLATION. Values of investments denominated in foreign
currencies are converted into U.S. dollars using the spot market rate of
exchange at time of valuation. Purchases and sales of investments and dividend
and interest income are translated into U.S. dollars using the spot market rate
of exchange prevailing on the respective dates of such transaction. Realized
foreign exchange gain of $164,381 and unrealized foreign exchange gain of
$26,350 incurred by the Fund are included as a component of net realized gain
(loss) on investments and foreign currency transactions and change in net
unrealized appreciation/depreciation on investments and foreign currency
transactions, respectively.
F-8
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FEDERAL INCOME TAXES. No provision has been made for Federal income taxes since
the Fund elected to be taxed as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986 and has made such
distributions to shareholders as to be relieved of all Federal income taxes.
DIVIDENDS. Dividends payable to shareholders are recorded by the Fund on the
ex-dividend date. Income and capital gain dividends are determined in accordance
with income tax regulations, which may differ from accounting principles
generally accepted in the United States.
USE OF ESTIMATES. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results may differ from
those estimates.
NOTE 2 - INVESTMENT ADVISER AND TRANSACTIONS WITH AFFILIATES OR CERTAIN OTHER
PARTIES
Pursuant to an investment advisory agreement with CALAMOS ASSET MANAGEMENT, INC.
("CAM"), the Fund pays an annual fee, payable monthly, equal to 0.80% based on
the average weekly managed assets. "Managed Assets" means the total assets of
the Fund (including any assets attributable to any leverage that may be
outstanding) minus the sum of accrued liabilities (other than debt representing
financial leverage). CAM has contractually agreed to waive its management fee in
the amount of the 0.25% of the average weekly managed assets of the Fund for the
first five full years of the Fund's operation through June 30, 2007 and a
declining amount for an additional three years (0.18% of the average weekly
managed in 2008, 0.11% of the average weekly managed in 2009, and 0.04% in
2010).
Under the terms of the Administration Agreement, CAM pays the Administrator,
Princeton Administrators, L.P. a monthly fee at an annual rate of 0.125% of the
Fund's average weekly managed assets, subject to a monthly minimum fee of
$12,500.
Certain portfolio transactions for the Fund may be executed through CALAMOS
FINANCIAL SERVICES, INC. ("CFS") as broker, consistent with the Fund's policy of
obtaining best price and execution. During the six months ended April 30, 2003,
the Fund paid no brokerage commissions to CFS on purchases or sales of Fund
securities.
Certain officers and trustees of the Fund are also officers and directors of CFS
and CAM. All officers and all trustees who are "interested persons" of CAM serve
without direct compensation from 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 and has elected to
participate in the Plan (a "participating trustee") may defer receipt of all or
a portion of his compensation from the Trust 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 Funds of the 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 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. Deferred compensation investments of $17,223 are included in
"Other Assets" on the Statement of Assets and Liabilities at April 30, 2003.
NOTE 3 - INVESTMENTS
Purchases and sales of investments other than short-term obligation for the six
months ended April 30, 2003 were as follows:
Purchases $204,419,783
Proceeds from sales 213,117,819
F-9
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
The following information is presented on an income tax basis as of April 30,
2003. Differences between amounts for financial statements and Federal income
tax purposes are primarily due to timing differences. The cost basis of
investments for tax purposes at April 30, 2003 was as follows:
Cost basis of investments $816,451,813
Gross unrealized appreciation 111,634,168
Gross unrealized depreciation (13,976,273)
------------
Net unrealized appreciation of investments 97,657,895
============
NOTE 4 - FORWARD FOREIGN CURRENCY CONTRACTS
The Fund may engage in portfolio hedging with respect to changes in currency
exchange rates by entering into foreign currency contracts to purchase or sell
currencies. A forward foreign currency contract is a commitment to purchase or
sell a foreign currency at a future date at a negotiated forward rate. Risks
associated with such contracts include movement in the value of the foreign
currency relative to the U.S. dollar and the ability to the counterparty to
perform. The net unrealized gain, if any, represents the credit risk to the Fund
on a forward foreign currency contract. The contracts are valued daily at
forward exchange rates and an unrealized gain or loss is recorded. The Fund
realizes a gain or loss upon settlement of the contracts. There were no open
forward foreign currency contracts at April 30, 2003.
NOTE 5 - DISTRIBUTIONS TO SHAREHOLDERS
The tax character of distributions paid during the period of June 28, 2002 to
October 31, 2002 was as follows:
October 31, 2002
-------------------------------------------------------------------------------
Distribution paid from:
Ordinary Income $13,030,657
Net Long-Term Capital Gains --
-----------
Total Taxable Distribution 13,030,657
===========
As of October 31, 2002, the components of accumulated earnings/(losses) on a tax
basis were as follows:
Undistributed ordinary income -- net $ 4,329,093
Undistributed long-term capital gains -- net --
------------
Total undistributed earnings -- net $ 4,329,093
Capital loss carryforward (1,980,131)*
Unrealized gains/(losses) -- net (31,841,374)**
------------
Total accumulated earnings/(losses) -- net $(29,492,412)
============
-------------------------------------------------------------------------------
* As of October 31, 2002, the Fund had capital loss carryforwards of
1,980,131, which, if not used, will expire in 2010.
** The difference between book-basis and tax-basis unrealized gains/(losses) is
attributable to the difference between book and tax amortization methods for
premiums and discounts on fixed income securities and other temporary
book/tax differences.
NOTE 6 - INTEREST BEARING CASH DEPOSIT WITH CUSTODIAN
The Fund earns interest on its average daily balance deposited with its
custodian. During the six months ended April 30, 2003, the Fund earned $18,374.
F-10
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 7 - COMMON STOCK
There are 96,782,000 common shares of beneficial interest authorized and
43,471,885 shares outstanding at April 30, 2003. CAM owned 7,151 of the
outstanding shares. Transactions in common shares were as follows:
Six Months Ended Year Ended
April 30, 2003 October 31, 2002
--------------------------------------------------------------------------------------------------
Beginning Shares 43,267,593 --
Shares Sold -- 43,232,000
Shares Issued Through Reinvestment of distributions 204,292 35,593
---------- ----------
Ending Shares 43,471,885 43,267,593
--------------------------------------------------------------------------------------------------
NOTE 8 - PREFERRED SHARES
There are unlimited shares of Auction Market Preferred Shares ("Preferred
Shares") authorized. The preferred shares have rights as determined by the Board
of Trustees. The 8,160 shares of Preferred Shares outstanding consist of four
series, 2,040 shares of M, 2,040 shares of TU, 2,040 shares of W, and 2,040
shares of TH. The Preferred Shares have a liquidation value of $25,000 per share
plus any accumulated but unpaid dividends whether or not declared.
Dividends on the Preferred Shares are cumulative at a rate typically reset every
seven and twenty-eight days based on the results of an auction. Dividend rates
ranged from 1.14% to 1.95% for the six months ended April 30, 2003. Under the
Investment Company Act of 1940, the Fund may not declare dividends or make other
distribution on shares of common stock or purchases any such shares if, at the
time of the declaration, distribution or purchase, asset coverage with respect
to the outstanding Preferred Shares would be less than 200%.
The Preferred Shares are redeemable at the option of the Fund, in whole or in
part, on any dividends payment date at $25,000 per share plus any accumulated
but the unpaid dividends. The Preferred Shares are also subject to mandatory
redemption at $25,000 per share plus any accumulated but unpaid dividends,
whether or not declared, if certain requirements relating to the composition of
the assets and liabilities of the Fund as set forth in the Declaration of Trust
are not satisfied.
The holders of Preferred Shares have voting rights equal to the holders of
common stock (one vote per share) and will vote together with holders of shares
of common stock as a single class except on matters affecting only the holders
of preferred shares or the holders of common shares.
F-11
REPORT OF INDEPENDENT AUDITORS
The Board of Trustees and Shareholders
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND.
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Calamos Convertible Opportunities and Income
Fund as of October 31, 2002 and the related statement of operations, changes in
net assets and the financial highlights for the period from June 28, 2002
(commencement of operations) through October 31, 2002. These financial
statements and financial highlights are the responsibility of the Funds'
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights. Our procedures included
confirmation of investments owned as of October 31, 2002, by correspondence with
the custodian and brokers or other appropriate auditing procedures where replies
from brokers were not received. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Calamos Convertible Opportunities and Income Fund at October 31, 2002, the
results of its operations, the changes in its net assets and the financial
highlights for the period from June 28, 2002 (commencement of operations)
through October 31, 2002, in conformity with accounting principles generally
accepted in the United States.
/s/ Ernst & Young LLP
Chicago, Illinois
December 16, 2002
F-12
CONVERTIBLE OPPORTUNITIES AND INCOME FUND
SCHEDULE OF INVESTMENTS OCTOBER 31, 2002
PRINCIPAL
AMOUNT VALUE
---------------------------------------------------------------
CORPORATE BONDS (62.7%)
BASIC INDUSTRIES (4.5%)
$ 1,750,000 FMC Corp.(a)
10.250%, 11/01/09 $ 1,811,250
13,000,000 Georgia-Pacific Corp.
8.125%, 05/15/11 11,264,643
6,000,000 Greif Bros. Corp.(a)
8.875%, 08/01/12 6,240,000
4,650,000 Mail-Well, Inc.(a)
9.625%, 03/15/12 3,301,500
4,500,000 Pope & Talbot, Inc.
8.375%, 06/01/13 3,943,125
------------
26,560,518
CAPITAL GOODS - INDUSTRIAL (4.3%)
9,150,000 AGCO Corp.
8.500%, 03/15/06 9,012,750
2,800,000 Sonic Automotive, Inc.
11.000%, 08/01/08 2,912,000
2,900,000 The Manitowoc Company, Inc.(a)
10.500%, 08/01/12 2,900,000
Tyco International, Ltd.
4,500,000 6.750%, 02/15/11 3,831,912
7,600,000 6.375%, 10/15/11 6,472,555
------------
25,129,217
CAPITAL GOODS - TECHNOLOGY (4.5%)
AOL Time Warner, Inc.
16,000,000 7.625%, 04/15/31 14,545,408
8,000,000 6.875%, 05/01/12 7,919,424
4,900,000 Stoneridge, Inc.
11.500%, 05/01/12 4,140,500
------------
26,605,332
CONSUMER CYCLICAL (27.3%)
8,700,000 American Axle & Manufacturing,
Inc.
9.750%, 03/01/09 9,309,000
9,200,000 Aztar Corp.
8.875%, 05/15/07 9,200,000
Dana Corp.
6,500,000 10.125%, 03/15/10 6,337,500
10,000,000 9.000%, 08/15/11 9,300,000
Delta Air Lines, Inc.
750,000 9.750%, 05/15/21 353,021
11,750,000 7.700%, 12/15/05 7,290,311
5,500,000 International Game Technology
8.375%, 05/15/09 6,050,000
Intrawest Corp.
2,250,000 10.500%, 02/01/10(a) 2,272,500
15,000,000 10.500%, 02/01/10 15,150,000
Isle of Capri Casinos, Inc.
14,000,000 9.000%, 03/15/12 14,210,000
2,000,000 8.750%, 04/15/09 2,010,000
17,500,000 Mandalay Resort Group
10.250%, 08/01/07 18,856,250
13,100,000 Royal Caribbean Cruises, Ltd.
8.750%, 02/02/11 11,416,008
15,500,000 Russell Corp.(a)
9.250%, 05/01/10 16,042,500
PRINCIPAL
AMOUNT VALUE
---------------------------------------------------------------
$19,700,000 Saks, Inc.
8.250%, 11/15/08 $ 18,025,500
6,000,000 Station Casinos, Inc.
8.875%, 12/01/08 6,300,000
2,900,000 The Gap, Inc
10.550%, 12/15/08 2,958,000
6,000,000 Toys "R" Us, Inc.
7.625%, 08/01/11 5,148,258
------------
160,228,848
CONSUMER GROWTH STAPLES (8.6%)
10,000,000 American Greetings Corp.
11.750%, 07/15/08 10,775,000
9,000,000 Avis Group Holdings, Inc.
11.000%, 05/01/09 9,753,750
8,450,000 Bausch & Lomb, Inc.
7.125%, 08/01/28 6,817,536
9,735,000 Hanger Orthopedic Group, Inc.
11.250%, 06/15/09 10,367,775
12,300,000 PacifiCare Health Systems, Inc.
10.750%, 06/01/09 12,853,500
------------
50,567,561
CONSUMER STAPLES (0.9%)
Fleming Companies, Inc.
6,500,000 10.625%, 07/31/07 4,160,000
900,000 10.125%, 04/01/08 769,500
------------
4,929,500
CREDIT CYCLICALS (6.0%)
9,000,000 Beazer Homes USA, Inc.
8.375%, 04/15/12 9,202,500
15,900,000 KB HOME
9.500%, 02/15/11 16,575,750
9,300,000 Standard Pacific Corp.
9.500%, 09/15/10 9,532,500
------------
35,310,750
ENERGY (3.4%)
5,500,000 Newfield Exploration Company
8.375%, 08/15/12 5,847,066
5,000,000 Plains All American Pipeline,
L.P.(a)
7.750%, 10/15/12 5,125,000
8,500,000 Western Gas Resources, Inc.
10.000%, 06/15/09 8,967,500
------------
19,939,566
FINANCIAL (1.6%)
9,300,000 Host Marriott, Corp.
9.500%, 01/15/07 9,346,500
UTILITIES (1.6%)
Calpine Corp.
10,000,000 8.500%, 02/15/11 3,300,000
9,000,000 7.750%, 04/15/09 2,925,000
12,000,000 The AES Corp.
10.250%, 07/15/06 3,180,000
------------
9,405,000
------------
TOTAL CORPORATE BONDS
(Cost $384,196,397) 368,022,792
See accompanying Notes to Schedule of Investments.
F-13
CONVERTIBLE OPPORTUNITIES AND INCOME FUND
SCHEDULE OF INVESTMENTS OCTOBER 31, 2002
PRINCIPAL
AMOUNT VALUE
---------------------------------------------------------------
CONVERTIBLE BONDS (47.4%)
CAPITAL GOODS - INDUSTRIAL (7.1%)
$12,304,000 Brooks-PRI Automation, Inc.
4.750%, 06/01/08 $ 9,212,620
6,475,000 Spherion Corp.
4.500%, 06/01/05 5,762,750
13,500,000 Standard Motor Products, Inc.
6.750%, 07/15/09 9,703,125
Tyco International, Ltd.
15,000,000 0.000%, 11/17/20 10,181,250
9,500,000 0.000%, 02/12/21 6,994,375
------------
41,854,120
CAPITAL GOODS - TECHNOLOGY (17.7%)
4,200,000 Advanced Energy Industries,
Inc.
5.000%, 09/01/06 3,386,250
29,250,000 EUR Amazon.com, Inc.
6.875%, 02/16/10 20,130,565
7,500,000 ASML Holding N.V.
4.250%, 11/30/04 6,055,492
6,000,000 Brocade Communication Systems,
Inc.
2.000%, 01/01/07 4,162,500
8,100,000 Cypress Semiconductor Corp.
3.750%, 07/01/05 5,670,000
10,730,000 Electronic Data Systems Corp.
0.000%, 10/10/21 7,886,550
28,200,000 Juniper Networks, Inc.
4.750%, 03/15/07 20,092,500
6,000,000 Quantum Corp.
7.000%, 08/01/04 4,560,000
15,000,000 Rational Software Corp.
5.000%, 02/01/07 12,525,000
7,562,000 Richardson Electronics, Ltd.
8.250%, 06/15/06 6,673,465
27,500,000 Solectron Corp.
0.000%, 11/20/20 12,478,125
------------
103,620,447
CONSUMER CYCLICAL (4.2%)
30,000,000 Royal Caribbean Cruises, Ltd.
0.000%, 02/02/21 10,987,500
5,500,000 The Gap, Inc.
5.750%, 03/15/09 5,706,250
The Interpublic Group of
Companies, Inc.
1,000,000 1.870%, 06/01/06 646,250
9,300,000 1.800%, 09/16/04 7,381,875
------------
24,721,875
CONSUMER GROWTH STAPLES (10.1%)
6,500,000 Cendant Corp.
3.000%, 05/04/21 6,321,250
IVAX Corp.
10,500,000 5.500%, 05/15/07 9,187,500
9,500,000 4.500%, 05/15/08 7,564,375
6,750,000 NDCHealth Corp.
5.000%, 11/01/03 6,783,750
12,600,000 Service Corp. International
6.750%, 06/22/08 9,828,000
PRINCIPAL
AMOUNT VALUE
---------------------------------------------------------------
$17,050,000 Skechers USA, Inc.
4.500%, 04/15/07 $ 11,935,000
9,000,000 Sunrise Assisted Living, Inc.
5.250%, 02/01/09 7,773,750
------------
59,393,625
FINANCIAL (1.2%)
9,125,000 NCO Group, Inc.
4.750%, 04/15/06 6,877,969
TELECOMMUNICATIONS (7.1%)
22,000,000 Corning, Inc.
4.875%, 03/01/08 9,487,500
15,000,000 Liberty Media Corp.
(Sprint PCS Group)
3.750%, 02/15/30 7,087,500
30,000,000 Nextel Communications, Inc.
6.000%, 06/01/11 25,012,500
------------
41,587,500
------------
TOTAL CONVERTIBLE BONDS
(Cost $270,154,937) 278,055,536
NUMBER OF
SHARES VALUE
---------------------------------------------------------------
CONVERTIBLE PREFERRED STOCK (21.5%)
CAPITAL GOODS - INDUSTRIAL (4.9%)
138,000 Cummins Capital Trust I
7.000% $ 5,370,332
646,000 Ford Motor Company Capital
Trust II
6.500% 23,502,781
------------
28,873,113
CAPITAL GOODS - TECHNOLOGY (3.7%)
525,000 Electronic Data Systems Corp.
7.625% 9,607,500
230,000 Raytheon Company
8.250% 12,118,700
------------
21,726,200
CONSUMER CYCLICAL (1.4%)
335,000 Tower Automotive Capital Trust
6.750% 8,351,151
CONSUMER GROWTH STAPLES (2.5%)
250,000 Cendant Corp.
7.750% 8,495,000
172,000 Sinclair Broadcast Group, Inc.
6.000% 6,407,000
------------
14,902,000
FINANCIAL (3.8%)
650,000 National Australia Bank, Ltd.
7.875% 22,035,000
TELECOMMUNICATIONS (1.8%)
25,700 Lucent Technologies, Inc.
8.000% 10,565,913
TRANSPORTATION (2.8%)
320,000 Union Pacific Capital Trust
6.250% 16,197,717
See accompanying Notes to Schedule of Investments.
F-14
CONVERTIBLE OPPORTUNITIES AND INCOME FUND
SCHEDULE OF INVESTMENTS OCTOBER 31, 2002
NUMBER OF
SHARES VALUE
---------------------------------------------------------------
UTILITIES (0.6%)
410,000 AES Trust III
6.750% $ 3,410,482
------------
TOTAL CONVERTIBLE PREFERRED
STOCK
(Cost $149,107,126) 126,061,576
TOTAL INVESTMENTS (131.6%)
(Cost $803,458,460) 772,139,904
OTHER ASSETS LESS LIABILITIES (3.2%) 18,843,969
PREFERRED STOCK AT REDEMPTION VALUE, INCLUDING
DIVIDEND PAYABLE (34.8%) (204,090,780)
------------
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS
(100.0%) $586,893,093
============
NOTE TO SCHEDULE OF INVESTMENTS
All Securities are shown in U.S. Dollars.
(a) Rule 144A security-Private placement securities issued under Rule 144A are
exempt from registration requirement of the Securities Act of 1933. These
securities generally are issued to qualified institutional buyers, such as
the funds and any resale by the funds must be exempt transactions, normally
to other qualified institutional investors. At October 31, 2002, the market
value of these securities aggregated $37,692,750 or 6.4% of net assets
applicable to common shareholders.
FOREIGN CURRENCY ABBREVIATIONS
EUR: European Monetary Unit
See accompanying Notes to Financial Statements.
F-15
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 2002
ASSETS
Investments, at value (cost $803,458,460) $772,139,904
Cash with custodian (interest bearing) 4,663,499
Foreign currency (cost $2,406) 2,435
Accrued interest and dividends receivable 17,058,909
Receivable for dividend reinvestment shares 190,559
Prepaid expenses 29,570
Other assets 9,918
------------
Total Assets 794,094,794
------------
LIABILITIES
Payable for investments purchased 2,519,261
Payable to investment advisor 361,729
Payable for offering and organizational fees 66,475
Other accounts payable and accrued liabilities 163,456
------------
Total Liabilities 3,110,921
------------
PREFERRED STOCK
$25,000 liquidation value per share applicable to 8,160
shares, including dividends payable 204,090,780
------------
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS $586,893,093
============
COMPOSITION OF NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS
Common stock, no par value, 96,782,000 shares authorized,
43,267,593 shares issued and outstanding $616,385,505
Undistributed net investment income (loss) 3,810,587
Accumulated net realized capital gain (loss) on investments
and foreign currency transactions (1,980,131)
Unrealized appreciation (depreciation) of investments and
foreign currency transactions (31,322,868)
------------
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS $586,893,093
============
Net asset value per common share based on 43,267,593 shares
issued and outstanding $ 13.56
------------
See accompanying Notes to Financial Statements.
F-16
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED OCTOBER 31, 2002*
INVESTMENT INCOME
Interest $ 17,019,825
Dividends 1,368,062
------------
Total Investment Income 18,387,887
------------
EXPENSES
Investment advisory fees 1,818,166
Organization fees 82,881
Custodian fees 72,826
Audit and legal fees 65,085
Auction agent fees 49,205
Transfer agent fees 25,543
Trustees' fees 24,861
Shareholder reports 14,000
Registration fees 12,079
Other 9,250
------------
Total expenses 2,173,896
------------
Less expense waived 568,177
------------
Net expenses 1,605,719
------------
NET INVESTMENT INCOME 16,782,168
------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investment transactions and
foreign currency transactions (1,921,055)
Change in net unrealized appreciation/depreciation on
investments and foreign currency transactions (31,322,868)
------------
NET GAIN (LOSS) ON INVESTMENTS (33,243,923)
------------
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS (16,461,755)
------------
DIVIDENDS TO PREFERRED STOCK SHAREHOLDERS
Net investment income (460,142)
------------
NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON
SHAREHOLDERS RESULTING FROM OPERATIONS $(16,921,897)
============
* June 28, 2002 (commencement of operations)
See accompanying Notes to Financial Statements.
F-17
STATEMENT OF CHANGES
IN NET ASSETS
FOR THE PERIOD ENDED OCTOBER 31, 2002*
OPERATIONS:
Net investment income (loss) $ 16,782,168
Net realized gain (loss) on investments and foreign currency
transactions (1,921,055)
Change in net unrealized appreciation/depreciation on
investments and foreign currency transactions (31,322,868)
Dividends to Preferred Stock shareholders from
Net investment income (460,142)
------------
Net increase (decrease) in net assets applicable to Common
Shareholders resulting from operations (16,921,897)
------------
DIVIDENDS TO COMMON SHAREHOLDERS FROM
Net investment income (12,570,515)
CAPITAL STOCK TRANSACTIONS
Proceeds from initial offering 619,298,400
Offering costs on common shares (1,112,742)
Offering costs on preferred shares (2,290,000)
Reinvestment of dividends resulting in the issuance of
common stock 489,847
------------
Net increase (decrease) in net assets from common stock
transactions 616,385,505
------------
TOTAL INCREASE (DECREASE) IN NET ASSETS 586,893,093
------------
NET ASSETS
Beginning of period --
End of period* $586,893,093
------------
Undistributed net investment income $ 3,810,587
============
* June 28, 2002 (commencement of operations)
See accompanying Notes to Financial Statements.
F-18
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION. CALAMOS Convertible Opportunities and Income Fund (the "Fund"),
was organized as a Delaware Business Trust on April 17, 2002 and is registered
under the Investment Company Act of 1940 as a diversified, closed-end management
investment company. The Fund commenced operations on June 28, 2002.
The Fund's investment objective is to provide total return, through a
combination of capital appreciation and current income. The Fund currently seeks
to achieve its investment objective by investing substantially all of its assets
in convertible securities and non-convertible income securities.
PORTFOLIO VALUATION. Investments are stated at value. Securities for which
quotations are readily available are valued at the last available sale prices on
the exchange or market on which they are principally traded, or lacking any
sales, at the mean of the most recently quoted bid and asked prices. Securities
and other assets for which market quotations are not readily available or when
the valuation methods mentioned above do not produce a value reflective of the
fair value of a security, such security is valued at fair value determined in
good faith by or under the direction of the Fund's board of trustees. Forward
currency contracts are valued using forward currency exchange rates available
from a quotation service.
INVESTMENT TRANSACTIONS AND INVESTMENT INCOME. Investment transactions are
recorded on a trade date basis. Realized gains and losses from investment
transactions are reported on an identified cost basis. Interest income is
recognized using the accrual method and includes accretion of discount and
amortization of premium. Dividend income is recognized on the ex-dividend date,
except that certain dividends from foreign securities are recorded as soon as
information becomes available.
FOREIGN CURRENCY TRANSLATION. Values of investments denominated in foreign
currencies are converted into U.S. dollars using the spot market rate of
exchange at time of valuation. Purchases and sales of investments and dividend
and interest income are translated into U.S. dollars using the spot market rate
of exchanging prevailing on the respective dates of such transaction. Realized
foreign exchange gain of $58,903 and unrealized foreign exchange loss of $4,312
incurred by the Fund are included as a component of net realized gain (loss) on
investments and foreign currency transactions and change in net unrealized
appreciation/depreciation on investments and foreign currency transactions,
respectively.
FEDERAL INCOME TAXES. No provision has been made for Federal income taxes since
the Fund elected to be taxed as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986 and has made such
distributions to shareholders as to be relieved of all Federal income taxes.
DIVIDENDS. Dividends payable to shareholders are recorded by the Fund on the
ex-dividend date. Income and capital gain dividends are determined in accordance
with tax regulations, which may differ from generally accepted accounting
principles in the United States. These differences are primarily due to
differing treatment for foreign currency transactions.
USE OF ESTIMATES. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results may differ from
those estimates.
F-19
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - INVESTMENT ADVISER AND TRANSACTIONS WITH AFFILIATES OR CERTAIN OTHER
PARTIES
Pursuant to an investment advisory agreement with CALAMOS Asset Management, Inc.
("CAM"), the Fund pays a monthly fee at the annual rate of 0.80% of the Fund's
average weekly managed assets. "Managed Assets" means the total assets of the
Fund (including any assets attributable to any leverage that may be outstanding)
minus the sum of accrued liabilities (other than debt representing financial
leverage). CAM has contractually agreed to waive its management fee in the
amount of the 0.25% of the average weekly managed assets of the Fund for the
first five full years of the Fund's operation through June 30, 2007 and a
declining amount for an additional three years (0.18% of the average weekly
managed in 2008, 0.11% of the average weekly managed in 2009, and 0.04% in
2010).
Under the terms of the Administration Agreement, CAM pays the Administrator a
monthly fee at an annual rate of 0.125% of the Fund's average weekly managed
assets, subject to a monthly minimum fee of $12,500.
Certain portfolio transactions for the Fund may be executed through CALAMOS
FINANCIAL SERVICES, INC. ("CFS") as broker, consistent with the Fund's policy of
obtaining best price and execution. During the period from June 28, 2002 though
October 31, 2002, the Fund paid no brokerage commissions to CFS on purchases and
sales of Fund securities.
Certain officers and trustees of the Fund are also officers and directors of CFS
and CAM. All officers and affiliated trustees serve without direct compensation
from the Fund. The Fund offers a deferred compensation plan for its trustees who
are not affiliated with CAM. Under the deferred compensation plan, a trustee may
elect to defer all or a portion of the trustees' compensation. Amounts deferred
are unfunded obligations of the Fund, whose value fluctuates with changes in the
value of shares of one or more funds of Calamos Investment Trust (including
reinvested distribution) designated by the trustee.
NOTE 3 - INVESTMENTS
Purchases and sales information for investments other than short-term
obligations for the period June 28, 2002 to October 31, 2002 were as follows:
Purchases $812,366,889
Proceeds from sales 10,092,750
The following information is presented on an income tax basis as of October 31,
2002. Differences between amounts for financial statement and Federal income tax
purposes are primarily due to timing differences. The cost basis of investments
for tax purposes at October 31, 2002 was as follows:
Cost basis of investments $804,113,772
Gross unrealized appreciation 24,468,979
Gross unrealized depreciation (56,442,847)
------------
Net unrealized depreciation of investments (31,973,868)
NOTE 4 - FORWARD FOREIGN CURRENCY CONTRACTS
The Fund may engage in portfolio hedging with respect to change in currency
exchange rates by entering into foreign currency contracts to purchase or sell
currencies. A forward foreign currency contract is a commitment to purchase or
sell a foreign currency at a future date at a negotiated forward rate. Risks
associated with such contracts include movement in the value of the foreign
currency relative to the U.S. dollar and the ability of the counterparty to
perform. The net unrealized gain, if any, represents the credit risk to the Fund
on a forward foreign currency contract. The contracts are valued daily at
forward currency exchange rates and an unrealized gain or loss is recorded. The
Fund realizes a gain or loss upon settlement of the contracts. There were no
open forward foreign currency contracts at October 31, 2002.
F-20
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - DISTRIBUTIONS TO SHAREHOLDERS
The tax character of distributions paid during the period of June 28, 2002 to
October 31, 2002 was as follows:
OCTOBER 31, 2002
--------------------------------------------------------------------------------
Distribution paid from:
Ordinary Income $13,030,657
Net Long-Term Capital Gains --
-----------
Total Taxable Distribution 13,030,657
As of October 31, 2002, the components of accumulated earnings/(losses) on a tax
basis were as follows:
Undistributed ordinary income -- net $ 4,329,093
Undistributed long-term capital gains -- net --
------------
Total undistributed earnings -- net $ 4,329,093
Capital loss carryforward (1,980,131)*
Unrealized gains/(losses) -- net (31,841,374)**
------------
Total accumulated earnings/(losses) -- net $(29,492,412)
----------------------------------------------------------------------------
* As of October 31, 2002, the Fund had capital loss carryforwards of
1,980,131, which, if not used, will expire in 2010.
** The difference between book-basis and tax-basis unrealized gains/(losses) is
attributable to the difference between book and tax amortization methods for
premiums and discounts on fixed income securities and other temporary
book/tax differences.
NOTE 6 - INTEREST BEARING CASH DEPOSIT WITH CUSTODIAN
The Fund earns interest on its average daily balance deposited with its
custodian. During the period from June 28, 2002 to October 31, 2002, the Fund
earned $356,975.
NOTE 7 - COMMON STOCK
There are 96,782,000 common shares of beneficial interest authorized and
43,267,593 shares outstanding at October 31, 2002. CAM owned 7,097 of the
outstanding shares.
NOTE 8 - PREFERRED STOCK
There are unlimited shares of Auction Market Preferred Stock ("Preferred Stock")
authorized. The preferred shares have rights as determined by the board of
trustees. The 8,160 shares of Preferred Stock outstanding consist of four
series, 2,040 shares of M, 2,040 shares of TU, 2,040 shares of W, and 2,040
shares of TH. The Preferred Stock has a liquidation value of $25,000 per share
plus any accumulated but unpaid dividends whether or not declared.
Dividends on the Preferred Stock are cumulative at a rate typically reset every
seven or twenty-eight days based on the results of an auction. Dividend rates
ranged from 1.78% to 2.00% from June 28, 2002 to October 31, 2002. Under the
Investment Company Act of 1940, the Fund may not declare dividends or make other
distribution on shares of common stock or purchases any such shares if, at the
time of the declaration, distribution or purchase, asset coverage with respect
to the outstanding Preferred Stock would be less than 200%.
The Preferred Stock is redeemable at the option of the Fund, in whole or in
part, on any dividends payment date at $25,000 per share plus any accumulated
but the unpaid dividends. The Preferred Stock is also subject to mandatory
redemption at $25,000 per share plus any accumulated but unpaid dividends,
whether or not declared, if certain requirements relating to the composition of
the assets and liabilities of the Fund as set forth in the Declaration of Trust
are not satisfied.
The holders of Preferred Stock have voting rights equal to the holders of common
stock (one vote per share) and will vote together with holders of shares of
common stock as a single class except on matters affecting only the holder of
preferred shares or the holder of common shares.
F-21
APPENDIX A
FORM OF
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
AMENDED AND RESTATED STATEMENT OF PREFERENCES OF
AUCTION MARKET PREFERRED SHARES ("AMPS")
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
AMENDED AND RESTATED STATEMENT OF PREFERENCES OF
AMPS
TABLE OF CONTENTS
Page
DESIGNATION....................................................................................................A-1
PART I: TERMS OF AMPS.........................................................................................A-2
1. Number of Shares; Ranking.............................................................................A-2
2. Dividends.............................................................................................A-3
3. Redemption............................................................................................A-6
4. Designation of Dividend Period........................................................................A-9
5. Restrictions on Transfer.............................................................................A-10
6. Voting Rights........................................................................................A-10
7. Liquidation Rights...................................................................................A-14
8. Auction Agent........................................................................................A-15
9. 1940 Act Preferred Shares Asset Coverage.............................................................A-15
10. Preferred Shares Basic Maintenance Amount............................................................A-15
11. Certain Other Restrictions...........................................................................A-15
12. Compliance Procedures for Asset Maintenance Tests....................................................A-15
13. Notices..............................................................................................A-17
14. Waiver...............................................................................................A-17
15. Termination..........................................................................................A-17
16. Amendment............................................................................................A-17
17. Definitions..........................................................................................A-18
18. Interpretation.......................................................................................A-39
PART II: AUCTION PROCEDURES..................................................................................A-40
1. Certain Definitions..................................................................................A-40
2. Orders...............................................................................................A-41
3. Submission of Orders by Broker-Dealers to Auction Agent..............................................A-42
4. Determination of Sufficient Clearing Bids, Winning Bid Rate and Applicable Rate......................A-44
5. Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation..................A-46
6. Transfer of AMPS.....................................................................................A-48
Calamos Convertible Opportunities and Income Fund, a Delaware statutory
trust (the "Trust"), certifies that:
FIRST: Pursuant to authority expressly vested in the Board of Trustees
of the Trust by Article V of its Agreement and Declaration of Trust (which as
hereafter amended, restated and supplemented from time to time, is together with
this Statement, the "Declaration"), the Board of Trustees has duly authorized
the creation and issuance of, ______ shares of the auction market preferred
shares (no par value)
SECOND: The Board of Trustees has further classified 2,040 of such
shares as "Series M AMPS", liquidation preference $25,000 per share, 2,040 of
such shares as "Series TU AMPS", liquidation preference $25,000 per share, 2,040
of such shares as "Series W AMPS", liquidation preference $25,000 per share and
2,040 of such shares as "Series TH AMPS", liquidation preference $25,000 per
share.
THIRD: The Trust duly executed and delivered the Amended and Restated
Statement of Preferences of Auction Market Preferred Shares dated September 12,
2002 (the "Original Statement") with respect to Series M AMPS, TU Series, W AMPS
and Series TH AMPS.
FOURTH: Pursuant to Part I, Section 3(j) of the Original Statement, the
Board of Trustees has authorized the creation and issuance of, additional series
of auction market preferred shares.
FIFTH: The Original Statement is hereby amended and restated as of this
___ day of ______________, 2003, to add three new series of auction market
preferred shares, Series W28 AMPS, Series TH7 AMPS and Series F7 AMPS
(the Series W28 AMPS, Series TH7 AMPS and Series F7 AMPS, together with Series
M AMPS, Series TU AMPS, Series W AMPS and Series TH AMPS and such other
preferred shares as may be authorized, created or issued by the Board of
Trustees are collectively referred to as the "AMPS" and each series, including
any additional series of preferred shares authorized, created or issued by the
Board of Trustees are separately referred to as a "Series" of AMPS) and the
terms relating thereto (the Original Statement, as so modified and amended,
the "Statement").
SIXTH: The preferences, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption, of the AMPS
are as follows:
DESIGNATION
Series M AMPS: a Series of 2,040 AMPS, no par value, liquidation
preference $25,000 per share, is hereby designated "Series M AMPS" ("Series M
AMPS"). Each share of Series M AMPS shall have an initial dividend rate per
annum equal to 1.85% and an initial Dividend Payment Date of September 24, 2002
and have such other preferences, rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption, in addition to those required by applicable law, or as are set forth
in Part I and Part II of this Statement. The Series M AMPS shall constitute a
separate Series of AMPS of the Trust.
Series TU AMPS: a Series of 2,040 AMPS, no par value, liquidation
preference $25,000 per share, is hereby designated "Series TU AMPS" ("Series TU
AMPS"). Each share of Series TU AMPS shall have an initial dividend rate per
annum equal to 1.85% and an initial Dividend Payment Date of September 25, 2002
and have such other preferences, rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption, in addition to those required by applicable law, or as are set forth
in Part I and Part II of this Statement. The Series TU AMPS shall constitute a
separate Series of AMPS of the Trust.
Series W AMPS: a Series of 2,040 AMPS, no par value, liquidation
preference $25,000 per share, is hereby designated "Series W AMPS" ("Series W
AMPS"). Each share of Series W AMPS shall have an initial dividend rate per
annum equal to 1.85% and an initial Dividend Payment Date of
A-1
September 26, 2002 and have such other preferences, rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption, in addition to those required by applicable law, or as
are set forth in Part I and Part II of this Statement. The Series W AMPS shall
constitute a separate Series of AMPS of the Trust.
Series TH AMPS: a Series of 2,040 AMPS, no par value, liquidation
preference $25,000 per share, is hereby designated "Series TH AMPS" ("Series TH
AMPS"). Each share of Series TH AMPS shall have an initial dividend rate per
annum equal to 1.95% an initial Dividend Period ending March 13, 2003, and an
initial dividend payment date of October 1, 2002 and on the first Business Day
of each month thereafter with the last Dividend Payment Date for the initial
Dividend Period on March 14, 2003, and have such other preferences, rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption, in addition to those required by applicable
law, or as are set forth in Part I and Part II of this Statement. The Series TH
AMPS shall constitute a separate Series of AMPS of the Trust.
Series W28 AMPS: a Series of 2,400 AMPS, no par value, liquidation
preference $25,000 per share, is hereby designated "Series W28 AMPS" ("Series
W28 AMPS"). Each share of Series W28 AMPS shall have an initial dividend rate
per annum equal to __% and an initial Dividend Payment Date of _____________,
2003 and have such other preferences, rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption, in addition to those required by applicable law, or as are set forth
in Part I and Part II of this Statement. The Series W28 AMPS shall constitute a
separate Series of AMPS of the Trust.
Series TH7 AMPS: a Series of 2,400 AMPS, no par value, liquidation
preference $25,000 per share, is hereby designated "Series TH7 AMPS" ("Series
TH7 AMPS"). Each share of Series TH7 AMPS shall have an initial dividend rate
per annum equal to __%, an initial Dividend Period ending __________, 2003, and
an initial Dividend Payment date of _________, 2003 and have such other
preferences, rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption, in addition to those
required by applicable law, or as are set forth in Part I and Part II of this
Statement. The Series TH7 AMPS shall constitute a separate Series of AMPS of
the Trust.
Series F7 AMPS: a Series of 2,400 AMPS, no par value, liquidation
preference $25,000 per share, is hereby designated "Series F7 AMPS" ("Series
F7 AMPS"). Each share of Series F7 AMPS shall have an initial dividend rate
per annum equal to __%, an initial Dividend Period ending __________, 2003, and
an initial Dividend Payment date of _________, 2003 and have such other
preferences, rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption, in addition to those
required by applicable law, or as are set forth in Part I and Part II of this
Statement. The Series F7 AMPS shall constitute a separate Series of AMPS of
the Trust.
Subject to the provisions of Section 11(b) of Part I hereof, the Board
of Trusts of the Trust may, in the future, reclassify additional shares of the
Trust's unissued common shares as preferred shares, with the same preferences,
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption and other terms herein described, except
that the dividend rate for its initial Dividend Period, its initial Dividend
Payment Date and any other changes in the terms herein set forth shall be as set
forth in this Statement with respect to the additional shares.
As used in Part I and Part II of this Statement, capitalized terms
shall have the meanings provided in Section 17 of Part I and Section 1 of Part
II of this Statement.
PART I: TERMS OF AMPS
1. Number of Shares; Ranking.
(a) The initial number of authorized shares constituting the
Series M AMPS is 2,040 shares, Series TU AMPS is 2,040 shares, Series W AMPS is
2,040 shares, Series TH AMPS is 2,040 shares, Series W28 AMPS is 2,400 shares,
Series TH7 is 2,400 shares and Series F7 AMPS is 2,400 shares. No fractional
shares of any Series shall be issued.
A-2
(b) Shares of each Series that at any time have been redeemed
or purchased by the Trust shall, after such redemption or purchase, have the
status of authorized but unissued preferred shares of beneficial interest.
(c) Shares of each Series shall rank on a parity with shares
of any other Series of preferred shares of the Trust (including any other AMPS)
as to the payment of dividends to which such shares are entitled.
(d) No Holder of shares of any Series shall have, solely by
reason of being such a holder, any preemptive exchange, conversion or other
right to acquire, purchase or subscribe for any shares of any Series, Common
Shares or other securities of the Trust which it may hereafter issue or sell.
The AMPS shall not be subject to any sinking fund.
2. Dividends.
(a) The Holders of shares of each Series shall be entitled to
receive, when, as and if declared by the Board of Trustees, out of funds legally
available therefor, cumulative cash dividends on their shares at the Applicable
Rate, determined as set forth in paragraph (c) of this Section 2, and no more,
payable on the respective dates determined as set forth in paragraph (b) of this
Section 2. Dividends on the Outstanding shares of each Series issued on the Date
of Original Issue shall accumulate from the Date of Original Issue.
(b) (i) Dividends shall be payable when, as and if declared by
the Board of Trustees following the initial Dividend Payment Date, subject to
subparagraph (b)(ii) of this Section 2, on the shares of each Series, as
follows:
(A) with respect to any Dividend Period of one year or
less, on the Business Day following the last day of such
Dividend Period; provided, however, if the Dividend Period is
more than 91 days then on the 91st, 181st and 271st days
within such period, if applicable, and on the Business Day
following the last day of such Dividend Period; and
(B) with respect to any Dividend Period of more than
one year, on a quarterly basis on each January 1, April 1,
July 1 and October 1 within such Dividend Period and on the
Business Day following the last day of such Dividend Period.
(ii) If a day for payment of dividends resulting from
the application of subparagraph (b) above is not a Business Day, then
the Dividend Payment Date shall be the first Business Day following
such day for payment of dividends.
(iii) The Trust shall pay to the Paying Agent not
later than 12:00 noon, New York City time, on each Dividend Payment
Date for a Series, an aggregate amount of immediately available funds
equal to the dividends to be paid to all Holders of such Series on such
Dividend Payment Date. The Trust shall not be required to establish any
reserves for the payment of dividends.
(iv) All moneys paid to the Paying Agent for the
payment of dividends shall be held in trust for the payment of such
dividends by the Paying Agent for the benefit of the Holders specified
in subparagraph (b)(v) of this Section 2. Any moneys paid to the Paying
Agent in accordance with the foregoing but not applied by the Paying
Agent to the payment of dividends
A-3
will, upon request and to the extent permitted by law, be repaid to
the Trust at the end of 90 days from the date on which such moneys
were to have been so applied.
(v) Each dividend on each Series shall be paid on the
Dividend Payment Date therefor to the Holders of that Series as their
names appear on the share ledger or share records of the Trust on the
Business Day next preceding such Dividend Payment Date; provided,
however, if dividends are in arrears, they may be declared and paid at
any time to Holders as their names appear on the share ledger or share
records of the Trust on such date not exceeding 15 days preceding the
payment date thereof, as may be fixed by the Board of Trustees. No
interest will be payable in respect of any dividend payment or
payments which may be in arrears.
(c) (i) The dividend rate on Outstanding shares of each Series
during the period from and after the Date of Original Issue to and including the
last day of the initial Dividend Period therefor shall be equal to the rate set
forth under "Designation" above. For each subsequent Dividend Period for each
Series, the dividend rate shall be equal to the rate per annum that results from
an Auction (but the rate set at the Auction will not exceed the Maximum Rate);
provided, however, that if an Auction for any subsequent Dividend Period of a
Series is not held for any reason or if Sufficient Clearing Orders have not been
made in an Auction (other than as a result of all shares of any Series being the
subject of Submitted Hold Orders and other than in an auction for a Special
Dividend Period), then the dividend rate on the shares of that Series for any
such Dividend Period shall be the Maximum Rate (except (i) during a Default
Period when the dividend rate shall be the Default Rate, as set forth in Section
2(c)(ii) below or (ii) after a Default Period and prior to the beginning of the
next Dividend Period when the dividend rate shall be the Maximum Rate at the
close of business on the last day of such Default Period). If the Fund has
declared a Special Dividend Period and there are not Sufficient Clearing Orders,
the dividend rate for the next rate period will be the same as during the
current rate period. If as a result of an unforeseeable disruption of the
financial markets, an Auction cannot be held, the dividend rate for the
subsequent Dividend Period will be the same as the dividend rate for the current
Dividend Period.
(ii) Subject to the cure provisions in Section 2(c)(iii)
below, a "Default Period" with respect to a particular Series will
commence on any date the Trust fails to deposit irrevocably in trust in
same-day funds, with the Paying Agent by 12:00 noon, New York City
time, (A) the full amount of any declared dividend on that Series
payable on the Dividend Payment Date (a "Dividend Default") or (B) the
full amount of any redemption price (the "Redemption Price") payable on
the date fixed for redemption (the "Redemption Date") (a "Redemption
Default") and together with a Dividend Default, hereinafter referred to
as "Default").
Subject to the cure provisions of Section 2(c)(iii)
below, a Default Period with respect to a Dividend Default or a
Redemption Default shall end on the Business Day on which, by 12:00
noon, New York City time, all unpaid dividends and any unpaid
Redemption Price shall have been deposited irrevocably in trust in
same-day funds with the Paying Agent. In the case of a Dividend
Default, the Applicable Rate for each Dividend Period commencing during
a Default Period will be equal to the Default Rate, and each subsequent
Dividend Period commencing after the beginning of a Default Period
shall be a Standard Dividend Period; provided, however, that the
commencement of a Default Period will not by itself cause the
commencement of a new Dividend Period. No Auction shall be held during
a Default Period applicable to that Series.
(iii) No Default Period with respect to a Dividend Default
or Redemption Default shall be deemed to commence if the amount of any
dividend or any Redemption Price due (if such default is not solely due
to the willful failure of the Trust) is deposited irrevocably in trust,
in same-day funds with the Paying Agent by 12:00 noon, New York City
time within three
A-4
Business Days after the applicable Dividend Payment Date or Redemption
Date, together with an amount equal to the Default Rate applied to the
amount of such non-payment based on the actual number of days
comprising such period divided by 360 for each Series. The Default Rate
shall be equal to the Reference Rate multiplied by three (3).
(iv) The amount of dividends per share payable (if
declared) on each Dividend Payment Date of each Dividend Period of less
than one (1) year (or in respect of dividends on another date in
connection with a redemption during such Dividend Period) shall be
computed by multiplying the Applicable Rate (or the Default Rate) for
such Dividend Period (or a portion thereof) by a fraction, the
numerator of which will be the number of days in such Dividend Period
(or portion thereof) that such share was Outstanding and for which the
Applicable Rate or the Default Rate was applicable and the denominator
of which will be 360 for each Series, multiplying the amount so
obtained by $25,000, and rounding the amount so obtained to the nearest
cent. During any Dividend Period of one (1) year or more, the amount of
dividends per share payable on any Dividend Payment Date (or in respect
of dividends on another date in connection with a redemption during
such Dividend Period) shall be computed as described in the preceding
sentence, except that it will be determined on the basis of a year
consisting of twelve 30-day months.
(d) Any dividend payment made on shares of any Series shall
first be credited against the earliest accumulated but unpaid dividends due with
respect to that Series.
(e) For so long as the AMPS are Outstanding, except as
otherwise contemplated by Part I of this Statement, the Trust will not declare,
pay or set apart for payment any dividend or other distribution (other than a
dividend or distribution paid in shares of, or options, warrants or rights to
subscribe for or purchase, Common Shares or other shares ranking junior to the
AMPS as to dividends or upon liquidation) with respect to Common Shares or any
other shares of beneficial interest of the Trust ranking junior to the AMPS as
to dividends or upon liquidation, or call for redemption, redeem, purchase or
otherwise acquire for consideration any Common Shares or other shares of
beneficial interest ranking junior to the AMPS (except by conversion into or
exchange for shares of the Trust ranking junior to the AMPS as to dividends and
upon liquidation), unless (i) immediately after such transaction, the Trust
would have Eligible Assets with an aggregate Discounted Value at least equal to
the Preferred Shares Basic Maintenance Amount and the 1940 Act Preferred Shares
Asset Coverage would be achieved, (ii) all cumulative and unpaid dividends due
on or prior to the date of the transaction have been declared and paid in full
with respect to the Trust's preferred shares, including the AMPS, or shall have
been declared and sufficient funds for the payment thereof deposited with the
Paying Agent, and (iii) the Trust has redeemed the full number of preferred
shares required to be redeemed by any provision for mandatory redemption
including the AMPS required to be redeemed by any provision for mandatory
redemption contained in Section 3(a)(ii) of Part I of this Statement.
(f) For so long as the AMPS are Outstanding, except as set
forth in the next sentence, the Trust will not declare, pay or set apart for
payment on any series of shares of beneficial interest of the Trust ranking, as
to the payment of dividends, on a parity with the AMPS for any period unless
full cumulative dividends have been or contemporaneously are declared and paid
on each Series through their most recent Dividend Payment Date. When dividends
are not paid in full upon the AMPS through their most recent Dividend Payment
Dates or upon any other series of shares of beneficial interest ranking on
parity as to the payment of dividends with AMPS through their most recent
respective Dividend Payment Dates, all dividends declared upon the AMPS and any
other such series of shares of beneficial interest ranking on parity as to the
payment of dividends with the AMPS shall be declared pro rata so that the amount
of dividends declared per share on the AMPS and such other series of shares of
beneficial interest ranking on parity therewith shall in all cases bear to each
other the same ratio that
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accumulated dividends per share on the AMPS and such other series of shares of
beneficial interest ranking on parity therewith bear to each other.
3. Redemption.
(a) (i) After the initial Dividend Period, subject to the
provisions of this Section 3 and to the extent permitted under the 1940
Act and Delaware law, the Trust may, at its option, redeem in whole or
in part out of funds legally available therefor shares of any Series
herein designated as (A) having a Dividend Period of one year or less,
on the Business Day after the last day of such Dividend Period by
delivering a notice of redemption not less than 15 calendar days and
not more than 40 calendar days prior to the Redemption Date, at a
redemption price per share equal to $25,000, plus an amount equal to
accumulated but unpaid dividends thereon (whether or not earned or
declared) to the Redemption Date ("Redemption Price"), or (B) having a
Dividend Period of more than one year, on any Business Day prior to the
end of the relevant Dividend Period by delivering a notice of
redemption not less than 15 calendar days and not more than 40 calendar
days prior to the Redemption Date, at the Redemption Price, plus a
redemption premium, if any, determined by the Board of Trustees after
consultation with the Broker-Dealers and set forth in any applicable
Specific Redemption Provisions at the time of the designation of such
Dividend Period as set forth in Section 4 of Part I of this Statement;
provided, however, that during a Dividend Period of more than one year,
no shares of any Series will be subject to optional redemption except
in accordance with any Specific Redemption Provisions approved by the
Board of Trustees after consultation with the Broker-Dealers at the
time of the designation of such Dividend Period. Notwithstanding the
foregoing, the Trust shall not give a notice of or effect any
redemption pursuant to this Section 3(a)(i) unless, on the date on
which the Trust gives such notice and on the Redemption Date, (a) the
Trust has available Deposit Securities with maturity or tender dates
not later than the day preceding the applicable Redemption Date and
having a value not less than the amount (including any applicable
premium) due to Holders of each Series by reason of the redemption of
each Series on the Redemption Date and (b) the Trust would have
Eligible Assets with an aggregate Discounted Value at least equal to
the Preferred Shares Basic Maintenance Amount immediately subsequent to
such redemption, if such redemption were to occur on such date, it
being understood that the provisions of paragraph (d) of this Section 3
shall be applicable in such circumstances in the event the Trust makes
the deposit and gives a notice of redemption to the Auction Agent under
paragraph (b) of this Section 3.
(ii) If the Trust fails as of any Valuation Date to meet
the Preferred Shares Basic Maintenance Amount Test or, as of the last
Business Day of any month, the 1940 Act Preferred Shares Asset
Coverage, and such failure is not cured within ten Business Days
following the relevant Valuation Date, in the case of a failure to meet
the Preferred Shares Basic Maintenance Amount Test, or the last
Business Day of the following month in the case of a failure to meet
the 1940 Act Preferred Shares Asset Coverage (each an "Asset Coverage
Cure Date"), the AMPS will be subject to mandatory redemption out of
funds legally available therefor. The number of AMPS to be redeemed in
such circumstances will be equal to the lesser of (A) the minimum
number of AMPS the redemption of which, if deemed to have occurred
immediately prior to the opening of business on the relevant Asset
Coverage Cure Date, would result in the Trust meeting the Preferred
Shares Basic Maintenance Amount Test, and the 1940 Act Preferred Shares
Asset Coverage, as the case may be, in either case as of the relevant
Asset Coverage Cure Date (provided that, if there is no such minimum
number of shares the redemption of which would have such result, all
AMPS then Outstanding will be redeemed) and (B) the maximum number of
AMPS that can be redeemed out of funds expected to be available
therefor
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on the Mandatory Redemption Date at the Mandatory Redemption Price set
forth in subparagraph (a)(iii) of this Section 3.
(iii) In determining the AMPS required to be redeemed in
accordance with the foregoing Section 3(a)(ii), the Trust shall
allocate the number of AMPS required to be redeemed to satisfy the
Preferred Shares Basic Maintenance Amount Test or the 1940 Act
Preferred Shares Asset Coverage, as the case may be, pro rata or among
the Holders of the AMPS in proportion to the number of shares they hold
and other preferred shares subject to mandatory redemption provisions
similar to those contained in this Section 3, subject to the further
provisions of this subparagraph (iii). The Trust shall effect any
required mandatory redemption pursuant to: (A) the Preferred Shares
Basic Maintenance Amount Test, as described in subparagraph (a)(ii) of
this Section 3, no later than 30 days after the Trust last met the
Preferred Shares Basic Maintenance Amount Test, or (B) the 1940 Act
Preferred Shares Asset Coverage, as described in subparagraph (a)(ii)
of this Section 3, no later than 30 days after the Asset Coverage Cure
Date (the "Mandatory Redemption Date"), except that if the Trust does
not have funds legally available for the redemption of, or is not
otherwise legally permitted to redeem, the number of AMPS which would
be required to be redeemed by the Trust under clause (A) of
subparagraph (a)(ii) of this Section 3 if sufficient funds were
available, together with other preferred shares which are subject to
mandatory redemption under provisions similar to those contained in
this Section 3, or the Trust otherwise is unable to effect such
redemption on or prior to such Mandatory Redemption Date, the Trust
shall redeem those AMPS, and other preferred shares which it was unable
to redeem, on the earliest practicable date on which the Trust will
have such funds available, upon notice pursuant to Section 3(b) to
record owners of AMPS to be redeemed and the Paying Agent. The Trust
will deposit with the Paying Agent funds sufficient to redeem the
specified number of AMPS with respect to a redemption required under
subparagraph (a)(ii) of this Section 3, by 1:00 P.M., New York City
time, of the Business Day immediately preceding the Mandatory
Redemption Date. If fewer than all of the Outstanding AMPS are to be
redeemed pursuant to this Section 3(a)(iii), the number of shares to be
redeemed shall be redeemed pro rata from the Holders of such shares in
proportion to the number of the AMPS held by such Holders, by lot or by
such other method as the Trust shall deem fair and equitable, subject,
however, to the terms of any applicable Specific Redemption Provisions.
"Mandatory Redemption Price" means the Redemption Price plus (in the
case of a Dividend Period of one year or more only) a redemption
premium, if any, determined by the Board of Trustees after consultation
with the Broker-Dealers and set forth in any applicable Specific
Redemption Provisions.
(b) In the event of a redemption pursuant to the foregoing
Section 3(a), the Trust will file a notice of its intention to redeem with the
Securities and Exchange Commission so as to provide at least the minimum notice
required under Rule 23c-2 under the 1940 Act or any successor provision. In
addition, the Trust shall deliver a notice of redemption to the Auction Agent
(the "Notice of Redemption") containing the information set forth below (i) in
the case of an optional redemption pursuant to Section 3(a)(i) above, one
Business Day prior to the giving of notice to the Holders and (ii) in the case
of a mandatory redemption pursuant to Section 3(a)(ii) above, on or prior to the
10th day preceding the Mandatory Redemption Date. Only with respect to shares
held by the Securities Depository, the Auction Agent will use its reasonable
efforts to provide telephonic notice to each Holder of shares of any Series
called for redemption not later than the close of business on the Business Day
immediately following the day on which the Auction Agent determines the shares
to be redeemed (or, during a Default Period with respect to such shares, not
later than the close of business on the Business Day immediately following the
day on which the Auction Agent receives Notice of Redemption from the Trust).
The Auction Agent shall confirm such telephonic notice in writing not later than
the close of business on the third Business Day preceding the date fixed for
redemption by providing the Notice of
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Redemption to each Holder of shares called for redemption, the Paying Agent (if
different from the Auction Agent) and the Securities Depository. Notice of
Redemption will be addressed to the registered owners of shares of any Series at
their addresses appearing on the share records of the Trust. Such Notice of
Redemption will set forth (i) the date fixed for redemption, (ii) the number and
identity of shares of each Series to be redeemed, (iii) the redemption price
(specifying the amount of accumulated dividends to be included therein), (iv)
that dividends on the shares to be redeemed will cease to accumulate on such
date fixed for redemption, and (v) the provision under which redemption shall be
made. No defect in the Notice of Redemption or in the transmittal or mailing
thereof will affect the validity of the redemption proceedings, except as
required by applicable law. If fewer than all shares held by any Holder are to
be redeemed, the Notice of Redemption mailed to such Holder shall also specify
the number of shares to be redeemed from such Holder. The Trust shall provide
Moody's (if Moody's is then rating the AMPS) written notice of the Trust's
intent to redeem shares pursuant to Section 3(a) above.
(c) Notwithstanding the provisions of paragraph (a) of this
Section 3, no preferred shares, including the AMPS, may be redeemed at the
option of the Trust unless all dividends in arrears on the Outstanding AMPS and
any other preferred shares have been or are being contemporaneously paid or set
aside for payment; provided, however, that the foregoing shall not prevent the
purchase or acquisition of outstanding preferred shares pursuant to the
successful completion of an otherwise lawful purchase or exchange offer made on
the same terms to holders of all outstanding preferred shares.
(d) Upon the deposit of funds sufficient to redeem shares of
any Series with the Paying Agent and the giving of the Notice of Redemption to
the Auction Agent under paragraph (b) of this Section 3, dividends on such
shares shall cease to accumulate and such shares shall no longer be deemed to be
Outstanding for any purpose (including, without limitation, for purposes of
calculating whether the Trust has met the Preferred Shares Basic Maintenance
Amount Test or the 1940 Act Preferred Shares Asset Coverage), and all rights of
the Holders of the shares so called for redemption shall cease and terminate,
except the right of such Holder to receive the Redemption Price specified
herein, but without any interest or other additional amount. Such Redemption
Price shall be paid by the Paying Agent to the nominee of the Securities
Depository. The Trust shall be entitled to receive from the Paying Agent,
promptly after the date fixed for redemption, any cash deposited with the Paying
Agent in excess of (i) the aggregate Redemption Price of the shares of any
Series called for redemption on such date and (ii) such other amounts, if any,
to which Holders of shares of any Series called for redemption may be entitled.
Any funds so deposited that are unclaimed at the end of two years from such
redemption date shall, to the extent permitted by law, and upon request, be paid
to the Trust, after which time the Holders of shares of each Series so called
for redemption may look only to the Trust for payment of the Redemption Price
and all other amounts, if any, to which they may be entitled; provided, however,
that the Paying Agent shall notify all Holders whose funds are unclaimed by
placing a notice in The Wall Street Journal concerning the availability of such
funds once each week for three consecutive weeks.
(e) To the extent that any redemption for which Notice of
Redemption has been given is not made by reason of the absence of legally
available funds therefor, or is otherwise prohibited, such redemption shall be
made as soon as practicable to the extent such funds become legally available or
such redemption is no longer otherwise prohibited. Failure to redeem shares of
any Series shall be deemed to exist at any time after the date specified for
redemption in a Notice of Redemption when the Trust shall have failed, for any
reason whatsoever, to deposit in trust with the Paying Agent the Redemption
Price with respect to any shares for which such Notice of Redemption has been
given. Notwithstanding the fact that the Trust may not have redeemed shares of
each Series for which a Notice of Redemption has been given, dividends may be
declared and paid on shares of any Series and shall include those shares of any
Series for which Notice of Redemption has been given but for which deposit of
funds has not been made.
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(f) All moneys paid to the Paying Agent for payment of the
Redemption Price of shares of any Series called for redemption shall be held in
trust by the Paying Agent for the benefit of holders of shares so to be
redeemed.
(g) So long as any shares of any Series are held of record by
the nominee of the Securities Depository, the redemption price for such shares
will be paid on the date fixed for redemption to the nominee of the Securities
Depository for distribution to Agent Members for distribution to the persons for
whom they are acting as agent.
(h) Except for the provisions described above, nothing
contained in this Statement limits any right of the Trust to purchase or
otherwise acquire any shares of each Series outside of an Auction at any price,
whether higher or lower than the price that would be paid in connection with an
optional or mandatory redemption, so long as, at the time of any such purchase,
there is no arrearage in the payment of dividends on, or the mandatory or
optional redemption price with respect to, any shares of each Series for which
Notice of Redemption has been given and the Trust meets the 1940 Act Preferred
Shares Asset Coverage and the Preferred Shares Basic Maintenance Amount Test
after giving effect to such purchase or acquisition on the date thereof. Any
shares which are purchased, redeemed or otherwise acquired by the Trust shall
have no voting rights. If fewer than all the Outstanding shares of any Series
are redeemed or otherwise acquired by the Trust, the Trust shall give notice of
such transaction to the Auction Agent, in accordance with the procedures agreed
upon by the Board of Trustees.
(i) In the case of any redemption pursuant to this Section 3,
only whole shares of each Series shall be redeemed, and in the event that any
provision of the Charter would require redemption of a fractional share, the
Auction Agent shall be authorized to round up so that only whole shares are
redeemed.
(j) Notwithstanding anything herein to the contrary,
including, without limitation, Section 6 of Part I of this Statement, the Board
of Trustees, upon notification to each Rating Agency, may authorize, create or
issue other series of preferred shares, including other series of AMPS, series
of preferred shares ranking on parity with the AMPS with respect to the payment
of dividends or the distribution of assets upon dissolution, liquidation or
winding up of the affairs of the Trust, and senior securities representing
indebtedness as defined in the 1940 Act, to the extent permitted by the 1940
Act, if upon issuance of any such series, either (A) the net proceeds from the
sale of such shares (or such portion thereof needed to redeem or repurchase the
Outstanding AMPS) are deposited with the Paying Agent in accordance with Section
3(d) of Part I of this Statement, Notice of Redemption as contemplated by
Section 3(b) of Part I of this Statement has been delivered prior thereto or is
sent promptly thereafter, and such proceeds are used to redeem all Outstanding
AMPS or (B) the Trust would meet the 1940 Act Preferred Shares Asset Coverage,
the Preferred Shares Basic Maintenance Amount Test and the requirements of
Section 11 of Part I of this Statement.
4. Designation of Dividend Period.
(a) The initial Dividend Period for each Series shall be the
period from the Date of Original Issue to the initial Dividend Payment Date set
forth under "Designation" above. The Trust will designate the duration of
subsequent Dividend Periods of each Series; provided, however, that no such
designation is necessary for a Standard Dividend Period and, provided further,
that any designation of a Special Dividend Period shall be effective only if (i)
notice thereof shall have been given as provided herein, (ii) any failure to pay
in a timely manner to the Auction Agent the full amount of any dividend on, or
the Redemption Price of, each Series shall have been cured as provided above,
(iii) Sufficient Clearing Orders shall have existed in an Auction held on the
Auction Date immediately preceding the first day of such proposed Special
Dividend Period, and (iv) if the Trust shall have mailed a Notice of Redemption
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with respect to any shares, the Redemption Price with respect to such shares
shall have been deposited with the Paying Agent.
(b) If the Trust proposes to designate any Special Dividend
Period, not fewer than seven Business Days (or two Business Days in the event
the duration of the Dividend Period prior to such Special Dividend Period is
fewer than eight days) nor more than 30 Business Days prior to the first day of
such Special Dividend Period, notice shall be (i) made by press release and (ii)
communicated by the Trust by telephonic or other means to the Auction Agent and
each Broker-Dealer and confirmed in writing promptly thereafter. Each such
notice shall state (A) that the Trust proposes to exercise its option to
designate a succeeding Special Dividend Period, specifying the first and last
days thereof and the Maximum Rate for such Special Dividend Period and (B) that
the Trust will by 3:00 P.M., New York City time, on the second Business Day next
preceding the first day of such Special Dividend Period, notify the Auction
Agent, who will promptly notify the Broker-Dealers, of either (x) its
determination, subject to certain conditions, to proceed with such Special
Dividend Period, subject to the terms of any Specific Redemption Provisions, or
(y) its determination not to proceed with such Special Dividend Period, in which
latter event the succeeding Dividend Period shall be a Standard Dividend Period.
No later than 3:00 P.M., New York City time, on the second Business Day next
preceding the first day of any proposed Special Dividend Period, the Trust shall
deliver to the Auction Agent, who will promptly deliver to the Broker-Dealers
and Existing Holders, either:
(i) a notice stating (A) that the Trust has
determined to designate the next succeeding Dividend Period as a
Special Dividend Period, specifying the first and last days thereof and
(B) the terms of any Specific Redemption Provisions; or
(ii) a notice stating that the Trust has determined
not to exercise its option to designate a Special Dividend Period.
If the Trust fails to deliver either such notice with respect to any designation
of any proposed Special Dividend Period to the Auction Agent by 3:00 P.M., New
York City time, on the second Business Day next preceding the first day of such
proposed Special Dividend Period, the Trust shall be deemed to have delivered a
notice to the Auction Agent with respect to such Dividend Period to the effect
set forth in clause (ii) above, thereby resulting in a Standard Dividend Period.
5. Restrictions on Transfer. Shares of each Series may be
transferred only (a) pursuant to an order placed in an Auction, (b) to or
through a Broker-Dealer or (c) to the Trust or any Affiliate. Notwithstanding
the foregoing, a transfer other than pursuant to an Auction will not be
effective unless the selling Existing Holder or the Agent Member of such
Existing Holder, in the case of an Existing Holder whose shares are listed in
its own name on the books of the Auction Agent, or the Broker-Dealer or Agent
Member of such Broker-Dealer, in the case of a transfer between persons holding
shares of any Series through different Broker-Dealers, advises the Auction Agent
of such transfer. The certificates representing the shares of each Series issued
to the Securities Depository will bear legends with respect to the restrictions
described above and stop-transfer instructions will be issued to the Transfer
Agent and/or Registrar.
6. Voting Rights.
(a) Except as otherwise provided in the Declaration or as
otherwise required by applicable law, (i) each Holder of shares of any Series
shall be entitled to one vote for each share of any Series held on each matter
on which the Holders of the AMPS are entitled to vote, and (ii) the holders of
the outstanding preferred shares, including each Series, and holders of shares
of Common Shares shall vote together as a single class on all matters submitted
to the shareholders; provided, however, that, with
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respect to the election of trustees, the holders of the outstanding preferred
shares, including each Series, represented in person or by proxy at a meeting
for the election of trustees, shall be entitled, as a class, to the exclusion of
the holders of all other securities and classes of shares, including the Common
Shares, to elect two trustees of the Trust, each share of preferred, including
each Series, entitling the holder thereof to one vote. The identities of the
nominees of such trusteeships may be fixed by the Board of Trustees. The Board
of Trustees will determine to which class or classes the trustees elected by the
outstanding preferred shares will be assigned and the holders of outstanding
preferred shares shall only be entitled to elect the trustees so designated as
being elected by the holders of preferred shares when their term shall have
expired and such trustees appointed by the holders of preferred shares will be
allocated as evenly as possible among the classes of trustees. Subject to
paragraph (b) of this Section 6, the holders of Outstanding shares of Common
Shares and outstanding preferred shares, including each Series, voting together
as a single class, shall be entitled to elect the balance of the trustees.
(b) If at any time dividends on the AMPS shall be unpaid in an
amount equal to two full years' dividends on the AMPS (a "Voting Period"), the
number of trustees constituting the Board of Trustees shall be automatically
increased by the smallest number of additional trustees that, when added to the
number of trustees then constituting the Board of Trustees, shall (together with
the two trustees elected by the holders of preferred shares, including each
Series, pursuant to paragraph (a) of this Section 6) constitute a majority of
such increased number, and the holders of any shares of preferred shares,
including each Series, shall be entitled, voting as a single class on a
one-vote-per-share basis (to the exclusion of the holders of all other
securities and classes of shares of the Trust), to elect the smallest number of
such additional trustees of the Trust that shall constitute a majority of the
total number of trustees of the Trust so increased. The Voting Period and the
voting rights so created upon the occurrence of the conditions set forth in this
paragraph (b) of Section 6 shall continue unless and until all dividends in
arrears on each Series shall have been paid or declared and sufficient cash or
specified securities are set apart for the payment of such dividends. Upon the
termination of a Voting Period, the voting rights described in this paragraph
(b) of Section 6 shall cease, subject always, however, to the revesting of such
voting rights in the holders of preferred shares, including each Series, upon
the further occurrence of any of the events described in this paragraph (b) of
Section 6.
(c) As soon as practicable after the accrual of any right of
the holders of preferred shares, including each Series, to elect additional
trustees as described in paragraph (b) of this Section 6, the Trust shall notify
the Auction Agent, and the Auction Agent shall call a special meeting of such
holders, by mailing a notice of such special meeting to such holders, such
meeting to be held not less than ten nor more than 90 days after the date of
mailing of such notice. If the Trust fails to send such notice to the Auction
Agent or if the Auction Agent does not call such a special meeting, it may be
called by any such holder on like notice. The record date for determining the
holders entitled to notice of and to vote at such special meeting shall be the
close of business on the fifth Business Day preceding the day on which such
notice is mailed. At any such special meeting and at each meeting of holders of
preferred shares, including each Series, held during a Voting Period at which
trustees are to be elected, such holders, voting together as a class (to the
exclusion of the holders of all other securities and classes of shares of the
Trust), shall be entitled to elect the number of trustees prescribed in
paragraph (b) of this Section 6 on a one-vote-per-share basis. At any such
meeting or adjournment thereof in the absence of a quorum, a majority of the
holders of preferred shares, including Holders of the AMPS, present in person or
by proxy shall have the power to adjourn the meeting without notice, other than
an announcement at the meeting, until a quorum is present.
(d) For purposes of determining any rights of the holders of
the shares of preferred shares, including each Series, to vote on any matter,
whether such right is created by this Statement, by statute or otherwise, if
redemption of some or all of the preferred shares, including each Series, is
required, no holder of preferred shares, including each Series, shall be
entitled to vote and no preferred
A-11
shares, including each Series, shall be deemed to be "outstanding" for the
purpose of voting or determining the number of shares required to constitute a
quorum, if prior to or concurrently with the time of determination, sufficient
Deposit Securities for the redemption of such shares have been deposited in the
case of AMPS in trust with the Paying Agent for that purpose and the requisite
Notice of Redemption with respect to such shares shall have been given as
provided in Section 3(b) of Part I of this Statement and in the case of other
preferred shares, the Trust has otherwise met the conditions for redemption
applicable to such shares.
(e) The terms of office of all persons who are trustees of the
Trust at the time of a special meeting of Holders of the AMPS and holders of
other preferred shares to elect trustees pursuant to paragraph (b) of this
Section 6 shall continue, notwithstanding the election at such meeting by the
holders of the number of trustees that they are entitled to elect.
(f) Simultaneously with the termination of a Voting Period,
the terms of office of the additional trustees elected by the Holders of the
AMPS and holders of other preferred shares pursuant to paragraph (b) of this
Section 6 shall terminate, the remaining trustees shall constitute the trustees
of the Trust and the voting rights of such holders to elect additional trustees
pursuant to paragraph (b) of this Section 6 shall cease, subject to the
provisions of the last sentence of paragraph (b) of this Section 6.
(g) Unless otherwise required by law or in the Trust's
Declaration, the Holders of AMPS shall not have any relative rights or
preferences or other special rights other than those specifically set forth
herein. In the event that the Trust fails to pay any dividends on the AMPS or
fails to redeem any AMPS which it is required to redeem, or any other event
occurs which requires the mandatory redemption of AMPS and the required Notice
of Redemption has not been given, other than the rights set forth in paragraph
(a) of Section 3 of Part I of this Statement, the exclusive remedy of the
Holders of AMPS shall be the right to vote for trustees pursuant to the
provisions of paragraph (b) of this Section 6. In no event shall the Holders of
AMPS have any right to sue for, or bring a proceeding with respect to, such
dividends or redemptions or damages for the failure to receive the same.
(h) For so long as any preferred shares, including each
Series, are outstanding, the Trust will not, without the affirmative vote of the
Holders of a majority of the outstanding preferred shares, (i) institute any
proceedings to be adjudicated bankrupt or insolvent, or consent to the
institution of bankruptcy or insolvency proceedings against it, or file a
petition seeking or consenting to reorganization or relief under any applicable
federal or state law relating to bankruptcy or insolvency, or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Trust or a substantial part of its property, or make
any assignment for the benefit of creditors, or, except as may be required by
applicable law, admit in writing its inability to pay its debts generally as
they become due or take any corporate action in furtherance of any such action;
(ii) create, incur or suffer to exist, or agree to create, incur or suffer to
exist, or consent to cause or permit in the future (upon the happening of a
contingency or otherwise) the creation, incurrence or existence of any material
lien, mortgage, pledge, charge, security interest, security agreement,
conditional sale or trust receipt or other material encumbrance of any kind upon
any of the Trust's assets as a whole, except (A) liens the validity of which are
being contested in good faith by appropriate proceedings, (B) liens for taxes
that are not then due and payable or that can be paid thereafter without
penalty, (C) liens, pledges, charges, security interests, security agreements or
other encumbrances arising in connection with any indebtedness senior to the
AMPS, or arising in connection with any futures contracts or options thereon,
interest rate swap or cap transactions, forward rate transactions, put or call
options or other similar transactions, (D) liens, pledges, charges, security
interests, security agreements or other encumbrances arising in connection with
any indebtedness permitted under clause (iii) below and (E) liens to secure
payment for services rendered including, without limitation, services rendered
by the Trust's Paying Agent and the Auction Agent; or (iii) create, authorize,
issue, incur or suffer to exist any indebtedness for
A-12
borrowed money or any direct or indirect guarantee of such indebtedness for
borrowed money or any direct or indirect guarantee of such indebtedness, except
the Trust may borrow as may be permitted by the Trust's investment restrictions;
provided, however, that transfers of assets by the Trust subject to an
obligation to repurchase shall not be deemed to be indebtedness for purposes of
this provision to the extent that after any such transaction the Trust has
Eligible Assets with an aggregate Discounted Value at least equal to the
Preferred Shares Basic Maintenance Amount as of the immediately preceding
Valuation Date.
(i) The affirmative vote of the holders of a majority, as
defined in the 1940 Act, of the Outstanding preferred shares, including each
Series, voting as a separate class, shall be required to approve any plan of
reorganization (as such term is used in the 1940 Act) adversely affecting such
shares or any action requiring a vote of security holders of the Trust under
Section 13(a) of the 1940 Act. In the event a vote of holders of preferred
shares is required pursuant to the provisions of Section 13(a) of the 1940 Act,
the Trust shall, not later than ten Business Days prior to the date on which
such vote is to be taken, notify each Rating Agency that such vote is to be
taken and the nature of the action with respect to which such vote is to be
taken and shall, not later than ten Business Days after the date on which such
vote is taken, notify each Rating Agency of the results of such vote.
(j) The affirmative vote of the Holders of a majority, as
defined in the 1940 Act, of the Outstanding preferred shares of any series,
voting separately from any other series, shall be required with respect to any
matter that materially and adversely affects the rights, preferences, or powers
of that series in a manner different from that of other series or classes of the
Trust's shares of beneficial interest. For purposes of the foregoing, no matter
shall be deemed to adversely affect any rights, preference or power unless such
matter (i) alters or abolishes any preferential right of such series; (ii)
creates, alters or abolishes any right in respect of redemption of such series;
or (iii) creates or alters (other than to abolish) any restriction on transfer
applicable to such series. The vote of holders of any series described in this
Section (j) will in each case be in addition to a separate vote of the requisite
percentage of Common Shares and/or preferred shares necessary to authorize the
action in question.
(k) The Board of Trustees, without the vote or consent of any
holder of preferred shares, including each Series, or any other shareholder of
the Trust, may from time to time amend, alter or repeal any or all of the
definitions contained herein, add covenants and other obligations of the Trust,
or confirm the applicability of covenants and other obligations set forth
herein, all in connection with obtaining or maintaining the rating of any Rating
Agency with respect to each Series, and any such amendment, alteration or repeal
will not be deemed to affect the preferences, rights or powers of AMPS or the
Holders thereof, provided that the Board of Trustees receives written
confirmation from each relevant Rating Agency (with such confirmation in no
event being required to be obtained from a particular Rating Agency with respect
to definitions or other provisions relevant only to and adopted in connection
with another Rating Agency's rating of any Series) that any such amendment,
alteration or repeal would not adversely affect the rating then assigned by such
Rating Agency.
In addition, subject to compliance with applicable law, the Board of
Trustees may amend the definition of Maximum Rate to increase the percentage
amount by which the Reference Rate is multiplied to determine the Maximum Rate
shown therein without the vote or consent of the holders of preferred shares,
including each Series, or any other shareholder of the Trust, but only with
confirmation from each Rating Agency, and after consultation with the
Broker-Dealers, provided that immediately following any such increase the Trust
would meet the Preferred Shares Basic Maintenance Amount test.
The Board of Trustees may amend the definition of Standard Dividend
Period to change the Dividend Period with respect to one or more Series without
the vote or consent of the holders of shares of
A-13
preferred, including each series, or any other shareholder of the Trust, and any
such change will not be deemed to affect the preferences, rights or powers of
AMPS or the Holders thereof.
7. Liquidation Rights.
(a) In the event of any liquidation, dissolution or winding up
of the affairs of the Trust, whether voluntary or involuntary, the holders of
preferred shares, including each Series, shall be entitled to receive out of the
assets of the Trust available for distribution to shareholders, after claims of
creditors but before distribution or payment shall be made in respect of the
Common Shares or to any other shares of beneficial interest of the Trust ranking
junior to the preferred shares, as to liquidation payments, a liquidation
distribution in the amount of $25,000 per share (the "Liquidation Preference"),
plus an amount equal to all unpaid dividends accrued to and including the date
fixed for such distribution or payment (whether or not declared by the Board of
Trustees, but excluding interest thereon), but such Holders shall be entitled to
no further participation in any distribution or payment in connection with any
such liquidation, dissolution or winding up. Each Series shall rank on a parity
with shares of any other series of preferred shares of the Trust (including each
Series) as to the distribution of assets upon dissolution, liquidation or
winding up of the affairs of the Trust.
(b) If, upon any such liquidation, dissolution or winding up
of the affairs of the Trust, whether voluntary or involuntary, the assets of the
Trust available for distribution among the holders of all outstanding preferred
shares, including each Series, shall be insufficient to permit the payment in
full to such holders of the amounts to which they are entitled, then such
available assets shall be distributed among the holders of all outstanding
preferred shares, including each Series, ratably in any such distribution of
assets according to the respective amounts which would be payable on all such
shares if all amounts thereon were paid in full. Unless and until payment in
full has been made to the holders of all outstanding preferred shares, including
each Series, of the liquidation distributions to which they are entitled, no
dividends or distributions will be made to holders of Common Shares or any
shares of beneficial interest of the Trust ranking junior to the preferred
shares as to liquidation.
(c) Neither the consolidation nor merger of the Trust with or
into any other business entity, nor the sale, lease, exchange or transfer by the
Trust of all or substantially all of its property and assets, shall be deemed to
be a liquidation, dissolution or winding up of the Trust for purposes of this
Section 7.
(d) After the payment to Holders of AMPS of the full
preferential amounts provided for in this Section 7, the Holders of the AMPS as
such shall have no right or claim to any of the remaining assets of the Trust.
(e) In the event the assets of the Trust or proceeds thereof
available for distribution to the Holders of Preferred Shares, upon dissolution,
liquidation or winding up of the affairs of the Trust, whether voluntary or
involuntary, shall be insufficient to pay in full all amounts to which such
Holders are entitled pursuant to paragraph (a) of this Section 7, no such
distribution shall be made on account of any shares of any other series of
preferred shares unless proportionate distributive amounts shall be paid on
account of the AMPS, ratably, in proportion to the full distributable amounts to
which holders of all preferred shares are entitled upon such dissolution,
liquidation or winding up.
(f) Subject to the rights of the holders of other preferred
shares or after payment shall have been made in full to the Holders of AMPS as
provided in paragraph (a) of this Section 7, but not prior thereto, any other
series or class of shares ranking junior to the AMPS with respect to the
distribution of assets upon dissolution, liquidation or winding up of the
affairs of the Trust shall, subject
A-14
to any respective terms and provisions (if any) applying thereto, be entitled to
receive any and all assets remaining to be paid or distributed, and the Holders
of the AMPS shall not be entitled to share therein.
8. Auction Agent. For so long as any AMPS are Outstanding, the
Auction Agent, duly appointed by the Trust to so act, shall be in each case a
commercial bank, trust company or other financial institution independent of the
Trust and its Affiliates (which, however, may engage or have engaged in business
transactions with the Trust or its Affiliates) and at no time shall the Trust or
any of its Affiliates act as the Auction Agent in connection with the Auction
Procedures. If the Auction Agent resigns or for any reason its appointment is
terminated during any period that any shares of any Series are Outstanding, the
Trust will use its best efforts to enter into an agreement with a successor
auction agent containing substantially the same terms and conditions as the
auction agency agreement. The Fund may remove the Auction Agent provided that
prior to such removal the Fund shall have entered into such an agreement with a
successor auction agent.
9. 1940 Act Preferred Shares Asset Coverage. The Trust shall
maintain, as of the last Business Day of each month in which any AMPS are
Outstanding, the 1940 Act Preferred Shares Asset Coverage; provided, however,
that Section 3(a)(ii) shall be the sole remedy in the event the Trust fails to
do so.
10. Preferred Shares Basic Maintenance Amount. So long as any AMPS
are Outstanding and any Rating Agency so requires, the Trust shall maintain, as
of each Valuation Date, Moody's Eligible Assets, as applicable, equal to or
exceeding 1.30 times the Preferred Shares Basic Maintenance Amount and Fitch
Eligible Assets, as applicable, having an aggregate Discounted Value equal to or
greater than the Preferred Shares Basic Maintenance Amount; provided, however,
that Section 3(a)(ii) shall be the sole remedy in the event the Trust fails to
do so.
11. Certain Other Restrictions. So long as any AMPS are
Outstanding and Fitch, Moody's or any Other Rating Agency that is rating such
shares so requires, the Trust will not, unless it has received written
confirmation from Fitch (if Fitch is then rating the AMPS), Moody's (if Moody's
is then rating the AMPS) and (if applicable) such Other Rating Agency, that any
such action would not impair the rating then assigned by such Rating Agency to
the AMPS, engage in any one or more of the following transactions:
(a) except in connection with a refinancing of the AMPS, issue
additional shares of any Series of preferred shares, including any Series or
reissue any preferred shares, including any Series previously purchased or
redeemed by the Trust;
(b) issue senior securities representing indebtedness as
defined under the 1940 Act;
(c) engage in any short sales of securities;
(d) lend portfolio securities;
(e) merge or consolidate into or with any other fund.
12. Compliance Procedures for Asset Maintenance Tests. For so
long as any AMPS are Outstanding and any Rating Agency so requires:
(a) As of each Valuation Date, the Trust shall determine (i)
the Market Value of each Eligible Asset owned by the Trust on that date, (ii)
the Discounted Value of each such Eligible Asset, (iii) whether the Preferred
Shares Basic Maintenance Amount Test is met as of that date, (iv) the value (as
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used in the 1940 Act) of the total assets of the Trust, less all liabilities,
and (v) whether the 1940 Act Preferred Shares Asset Coverage is met as of that
date.
(b) Upon any failure to meet the Preferred Shares Basic
Maintenance Amount Test or 1940 Act Preferred Shares Asset Coverage on any
Valuation Date, the Trust may use reasonable commercial efforts (including,
without limitation, altering the composition of its portfolio, purchasing
Preferred Shares outside of an Auction or, in the event of a failure to file a
certificate on a timely basis, submitting the requisite certificate), to meet
(or certify in the case of a failure to file a certificate on a timely basis, as
the case may be) the Preferred Shares Basic Maintenance Amount Test or 1940 Act
Preferred Shares Asset Coverage on or prior to the Asset Coverage Cure Date.
(c) Compliance with the Preferred Shares Basic Maintenance
Amount and 1940 Act Preferred Shares Asset Coverage tests shall be determined
with reference to those Preferred Shares which are deemed to be Outstanding
hereunder.
(d) In the case of the asset coverage requirements for Moody's
and Fitch, the auditors must certify once per annum, or as requested by a Rating
Agency, the asset coverage test on a date randomly selected by the auditor.
(e) The Trust shall deliver to the Auction Agent and each
Rating Agency a certificate which sets forth a determination of items (i)-(iii)
of paragraph (a) of this Section 12 (a "Preferred Shares Basic Maintenance
Certificate") as of (A) within seven Business Days after the Date of Original
Issue, (B) the last Valuation Date of each month, (C) any date requested by any
Rating Agency, (D) a Business Day on or before any Asset Coverage Cure Date
relating to the Trust's cure of a failure to meet the Preferred Shares Basic
Maintenance Amount Test, (E) any day that Common Shares or AMPS are redeemed,
(F) any day the Fitch Eligible Assets have an aggregate discounted value less
than or equal to 110% of the Preferred Shares Basic Maintenance Amount and (G)
weekly if Moody's Eligible Assets have an aggregate discounted value less than
1.30 times the Preferred Shares Basic Maintenance Amount. Such Preferred Shares
Basic Maintenance Certificate shall be delivered in the case of clause (i)(A) on
or before the seventh Business Day after the Date of Original Issue and in the
case of all other clauses above on or before the seventh Business Day after the
relevant Valuation Date or Asset Coverage Cure Date.
(f) The Trust shall deliver to the Auction Agent and each
Rating Agency a certificate which sets forth a determination of items (iv) and
(v) of paragraph (a) of this Section 12 (a "1940 Act Preferred Shares Asset
Coverage Certificate") (i) as of the Date of Original Issue, and (ii) as of (A)
the last Valuation Date of each quarter thereafter, and (B) as of a Business Day
on or before any Asset Coverage Cure Date relating to the failure to meet the
1940 Act Preferred Shares Asset Coverage. Such 1940 Act Preferred Shares Asset
Coverage Certificate shall be delivered in the case of clause (i) on or before
the seventh Business Day after the Date of Original Issue and in the case of
clause (ii) on or before the seventh Business Day after the relevant Valuation
Date or the Asset Coverage Cure Date. The certificates required by paragraphs
(d) and (e) of this Section 12 may be combined into a single certificate.
(g) Within ten Business Days of the Date of Original Issue,
the Trust shall deliver to the Auction Agent and each Rating Agency a letter
prepared by the Trust's independent auditors (an "Auditor's Certificate")
regarding the accuracy of the calculations made by the Trust in the Preferred
Shares Basic Maintenance Certificate and the 1940 Act Preferred Shares Asset
Coverage Certificate required to be delivered by the Trust on or before the
seventh Business Day after the Date of Original Issue. Within ten Business Days
after delivery of the Preferred Shares Basic Maintenance Certificate and the
1940 Act Preferred Shares Asset Coverage Certificate relating to the last
Valuation Date of each fiscal year of the Trust, the Trust will deliver to
the Auction Agent and each Rating Agency an Auditor's
A-16
Certificate regarding the accuracy of the calculations made by the Trust in such
Certificates. In addition, the Trust will deliver to the persons specified in
the preceding sentence an Auditor's Certificate regarding the accuracy of the
calculations made by the Trust on each Preferred Shares Basic Maintenance
Certificate and 1940 Act Preferred Shares Asset Coverage Certificate delivered
in relation to an Asset Coverage Cure Date within ten days after the relevant
Asset Coverage Cure Date. If an Auditor's Certificate shows that an error was
made in any such report, the calculation or determination made by the Trust's
independent auditors will be conclusive and binding on the Trust.
(h) The Auditor's Certificates referred to in paragraph (g)
above will confirm, based upon the independent auditor's review of portfolio
data provided by the Trust, (i) the mathematical accuracy of the calculations
reflected in the related Preferred Shares Basic Maintenance Amount Certificates
and 1940 Act Preferred Shares Asset Coverage Certificates and (ii) that, based
upon such calculations, the Trust had, at such Valuation Date, met the Preferred
Shares Basic Maintenance Amount Test.
(i) In the event that a Preferred Shares Basic Maintenance
Certificate or 1940 Act Preferred Shares Asset Coverage Certificate with respect
to an applicable Valuation Date is not delivered within the time periods
specified in this Section 12, the Trust shall be deemed to have failed to meet
the Preferred Shares Basic Maintenance Amount Test or the 1940 Act Preferred
Shares Asset Coverage, as the case may be, on such Valuation Date for purposes
of Section 12(b) of Part I of this Statement. In the event that a Preferred
Shares Basic Maintenance Certificate, a 1940 Act Preferred Shares Asset Coverage
Certificate or an applicable Auditor's Certificate with respect to an Asset
Coverage Cure Date is not delivered within the time periods specified herein,
the Trust shall be deemed to have failed to meet the Preferred Shares Basic
Maintenance Amount Test or the 1940 Preferred Shares Asset Coverage, as the case
may be, as of the related Valuation Date.
13. Notices. All notices or communications hereunder, unless
otherwise specified in this Statement, shall be sufficiently given if in writing
and delivered in person, by facsimile or mailed by first-class mail, postage
prepaid. Notices delivered pursuant to this Section 13 shall be deemed given on
the earlier of the date received or the date five days after which such notice
is mailed, except as otherwise provided in this Statement or by the Delaware law
for notices of shareholders' meetings.
14. Waiver. To the extent permitted by Delaware law, Holders of at
least two-thirds of the Outstanding AMPS, acting collectively, or each Series,
acting as a separate series, may waive any provision hereof intended for their
respective benefit in accordance with such procedures as may from time to time
be established by the Board of Trustees.
15. Termination. In the event that no AMPS are Outstanding, all
rights and preferences of such shares established and designated hereunder shall
cease and terminate, and all obligations of the Trust under this Statement shall
terminate.
16. Amendment. Subject to the provisions of this Statement, the
Board of Trustees may, by resolution duly adopted without shareholder approval
(except as otherwise provided by this Statement or required by applicable law),
amend this Statement without shareholder approval to (i) reflect any amendments
hereto which the Board of Trustees is entitled to adopt pursuant to the terms of
Section 6(k) of Part I of this Statement and/or (ii) authorize, create or issue
other series of preferred shares pursuant to Section 3(j). To the extent
permitted by applicable law, the Board of Trustees may interpret, amend or
adjust the provisions of this Statement to resolve any inconsistency or
ambiguity or to remedy any patent defect.
A-17
17. Definitions. As used in Part I and Part II of this Statement, the
following terms shall have the following meanings (with terms defined in the
singular having comparable meanings when used in the plural and vice versa),
unless the context otherwise requires:
"`AA' Financial Commercial Paper Rate" on any date means (i) the
interest equivalent of the 7-day rate, in the case of a Dividend Period which is
7 days or shorter; for Dividend Periods greater than 7 days but fewer than or
equal to 31 days, the 30-day rate; for Dividend Periods greater than 31 days but
fewer than or equal to 61 days, the 60-day rate; for Dividend Periods greater
than 61 days but fewer than or equal to 91 days, the 90 day rate; for Dividend
Periods greater than 91 days but fewer than or equal to 270 days, the rate
described in clause (ii) below; for Dividend Periods greater than 270 days, the
Treasury Index Rate; on commercial paper on behalf of financial issuers whose
corporate bonds are rated "AA" by S&P, or the equivalent of such rating by
another nationally recognized rating agency, as announced by the Federal Reserve
Bank of New York for the close of business on the Business Day immediately
preceding such date; or (ii) if the Federal Reserve Bank of New York does not
make available such a rate, then the arithmetic average of the interest
equivalent of such rates on commercial paper placed on behalf of such issuers,
as quoted on a discount basis or otherwise by the Commercial Paper Dealers to
the Auction Agent for the close of business on the Business Day immediately
preceding such date (rounded to the next highest .001 of 1%). If any Commercial
Paper Dealer does not quote a rate required to determine the "AA" Financial
Commercial Paper Rate, such rate shall be determined on the basis of the
quotations (or quotation) furnished by the remaining Commercial Paper Dealers
(or Dealer), if any, or, if there are no such Commercial Paper Dealers, by the
Auction Agent as agreed to by Citigroup Global Markets Inc. For purposes of this
definition, (A) "Commercial Paper Dealers" shall mean (1) Citigroup Global
Markets Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Goldman Sachs & Co.; (2) in lieu of any thereof, its respective
Affiliate or successor; and (3) in the event that any of the foregoing shall
cease to quote rates for commercial paper of issuers of the sort described
above, in substitution therefor, a nationally recognized dealer in commercial
paper of such issuers then making such quotations selected by the Trust, and (B)
"interest equivalent" of a rate stated on a discount basis for commercial paper
of a given number of days' maturity shall mean a number equal to the quotient
(rounded upward to the next higher one-thousandth of 1%) of (1) such rate
expressed as a decimal, divided by (2) the difference between (x) 1.00 and (y) a
fraction, the numerator of which shall be the product of such rate expressed as
a decimal, multiplied by the number of days in which such commercial paper shall
mature and the denominator of which shall be 360.
"Affiliate" means any person actually known to the Auction Agent to be
controlled by, in control of or under common control with the Trust; provided,
however, that no Broker-Dealer controlled by, in control of or under common
control with the Trust shall be deemed to be an Affiliate nor shall any
corporation or any Person controlled by, in control of or under common control
with such corporation, one of the directors or executive officers of which is a
trustee of the Trust be deemed to be an Affiliate solely because such director
or executive officer is also a trustee of the Trust.
"Agent Member" means a member of or a participant in the Securities
Depository that will act on behalf of a Bidder.
"All Hold Rate" means the 7-day "AA" Financial Commercial Paper Rate in
the case of the Series M, W, TH7 and F7 AMPS and the 30-day "AA" Financial
Commercial Paper Rate in the case of Series TU, TH and W28 AMPS.
"Applicable Rate" means, with respect to each Series for each Dividend
Period (i) if Sufficient Clearing Orders exist for the Auction in respect
thereof, the Winning Bid Rate, (ii) if Sufficient Clearing Orders do not exist
for the Auction in respect thereof, the Maximum Rate, and (iii) in the case of
any
A-18
Dividend Period if all the shares of a Series are the subject of Submitted Hold
Orders for the Auction in respect thereof, the All Hold Rate corresponding to
that Series.
"Asset Coverage Cure Date" has the meaning set forth in Section
3(a)(ii) of this Statement.
"Auction" means each periodic operation of the Auction Procedures.
"Auction Agent" means The Bank of New York unless and until another
commercial bank, trust company, or other financial institution appointed by a
resolution of the Board of Trustees enters into an agreement with the Trust to
follow the Auction Procedures for the purpose of determining the Applicable
Rate.
"Auction Date" means the first Business Day next preceding the first
day of a Dividend Period for each Series.
"Auction Procedures" means the procedures for conducting Auctions as
set forth in Part II of this Statement.
"Auditor's Certificate" has the meaning set forth in Section 12(g) of
Part I of this Statement.
"Beneficial Owner," with respect to shares of each Series, means a
customer of a Broker-Dealer who is listed on the records of that Broker-Dealer
(or, if applicable, the Auction Agent) as a holder of shares of such series.
"Bid" has the meaning set forth in Section 2(a)(ii) of Part II of this
Statement.
"Bidder" has the meaning set forth in Section 2(a)(ii) of Part II of
this Statement, provided, however, that neither the Trust nor any Affiliate
shall be permitted to be a Bidder in an Auction.
"Board of Trustees" or "Board" means the Board of Trustees of the Trust
or any duly authorized committee thereof as permitted by applicable law.
"Broker-Dealer" means any broker-dealer or broker-dealers, or other
entity permitted by law to perform the functions required of a Broker-Dealer by
the Auction Procedures, that has been selected by the Trust and has entered into
a Broker-Dealer Agreement that remains effective.
"Broker-Dealer Agreement" means an agreement between the Auction Agent
and a Broker-Dealer, pursuant to which such Broker-Dealer agrees to follow the
Auction Procedures.
"Business Day" means a day on which the New York Stock Exchange is open
for trading and which is not a Saturday, Sunday or other day on which banks in
The City of New York, New York are authorized or obligated by law to close.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commission" means the Securities and Exchange Commission.
"Common Shares" means the shares of the Trust common shares of
beneficial interest, no par value.
"Date of Original Issue" means the date on which a Series is originally
issued by the Trust.
"Default" has the meaning set forth in Section 2(c)(ii) of Part I of
this Statement.
A-19
"Default Period" has the meaning set forth in Sections 2(c)(ii) or
(iii) of Part I of this Statement.
"Default Rate" has the meaning set forth in Section 2(c)(iii) of Part I
of this Statement.
"Deposit Securities" means cash and any obligations or securities,
including Short Term Money Market Instruments that are Eligible Assets, rated at
least AAA or A-1 by S&P, except that, for purposes of optional redemption, such
obligations or securities will be considered "Deposit Securities" only if they
also are rated at least P-1 by Moody's.
"Discount Factor" means the Fitch Discount Factor (if Fitch is then
rating the AMPS), the Moody's Discount Factor (if Moody's is then rating the
AMPS) or the discount factor established by any Other Rating Agency which is
then rating the AMPS and which so requires, whichever is applicable.
"Discounted Value" means the quotient of the Market Value of an
Eligible Asset divided by the applicable Discount Factor, provided that with
respect to an Eligible Asset that is currently callable, Discounted Value will
be equal to the quotient as calculated above or the call price, whichever is
lower, and that with respect to an Eligible Asset that is prepayable, Discounted
Value will be equal to the quotient as calculated above or the par value,
whichever is lower.
"Dividend Default" has the meaning set forth in Section 2(c)(iii) of
Part I of this Statement.
"Dividend Payment Date" with respect to the AMPS means any date on
which dividends are payable pursuant to Section 2(b) of Part I of this
Statement.
"Dividend Period" means, with respect to each Series, the initial
period from the Date of Original Issue to the initial Dividend Payment Date set
forth under "Designation" above, and thereafter, as to such Series, the period
commencing on the Business Day following each Dividend Period for such Series
and ending on the calendar day immediately preceding the next Dividend Payment
Date for such Series.
"Eligible Assets" means Moody's Eligible Assets (if Moody's is then
rating the AMPS), Fitch Eligible Assets (if Fitch is then rating the AMPS),
and/or Other Rating Agency Eligible Assets if any Other Rating Agency is then
rating the AMPS, whichever is applicable.
"Existing Holder" has the meaning set forth in Section 1(d) of Part II
of this Statement.
"Fitch" means Fitch Ratings.
"Fitch Discount Factor" means, for the purposes of determining the
Discounted Value of any Fitch Eligible Asset, the percentage determined as
follows. The Fitch Discount Factor for any Fitch Eligible Asset other than the
securities set forth below will be the percentage provided in writing by Fitch.
A-20
(i) Corporate debt securities. The percentage
determined by reference to the rating of a corporate debt security in
accordance with the table set forth below.
NOT
RATED OR
TERM TO MATURITY OF CORPORATE BELOW
DEBT SECURITY UNRATED(1) AAA AA A BBB BB BB
---------------------------------------------- ------- ------- ------- ------- ------- --------
3 years or less (but longer than 1 year)...... 106.38% 108.11% 109.89% 111.73% 129.87% 151.52%
5 years or less (but longer than 3 years)..... 111.11 112.99 114.94 116.96 134.24 151.52
7 years or less (but longer than 5 years)..... 113.64 115.61 117.65 119.76 135.66 151.52
10 years or less (but longer than 7 years).... 115.61 117.65 119.76 121.95 136.74 151.52
15 years or less (but longer than 10 years)... 119.76 121.95 124.22 126.58 139.05 151.52
More than 15 years............................ 124.22 126.58 129.03 131.58 144.55 151.52
------------------
(1) If a security is not rated by Fitch but is rated by two other Rating
Agencies, then the lower of the ratings on the security from the two
other Rating Agencies will be used to determine the Fitch Discount
Factor (e.g., where the S&P rating is A- and the Moody's rating is
Baa1, a Fitch rating of BBB+ will be used). If a security is not rated
by Fitch but is rated by only one other Rating Agency, then the rating
on the security from the other Rating Agency will be used to determine
the Fitch Discount Factor (e.g., where the only rating on a security is
an S&P rating of AAA, a Fitch rating of AAA will be used, and where the
only rating on a security is a Moody's rating of Ba3, a Fitch rating of
BB- will be used). If a security is not rated by any Rating Agency, the
Trust will use the percentage set forth under "Unrated" in this table.
(ii) Convertible securities. The Fitch Discount
Factor applied to convertible securities is (A) 200% for investment
grade convertibles and (B) 222% for below investment grade convertibles
so long as such convertible securities have neither (x) conversion
premium greater than 100% nor (y) have a yield to maturity or yield to
worst of >15.00% above the relevant Treasury curve.
The Fitch Discount Factor applied to convertible
securities which have conversion premiums of greater than 100% is (A)
152% for investment grade convertibles and (B) 179% for below
investment grade convertibles so long as such convertible securities do
not have a yield to maturity or yield to worst of >15.00% above the
relevant Treasury curve.
The Fitch Discount Factor applied to convertible
securities which have a yield to maturity or yield to worst of >15.00%
above the relevant Treasury curve is 370%.
If a security is not rated by Fitch but is rated by
two other Rating Agencies, then the lower of the ratings on the
security from the two other Rating Agencies will be used to determine
the Fitch Discount Factor (e.g., where the S&P rating is A- and the
Moody's rating is Baa1, a Fitch rating of BBB+ will be used). If a
security is not rated by Fitch but is rated by only one other Rating
Agency, then the rating on the security from the other Rating Agency
will be used to determine the Fitch Discount Factor (e.g., where the
only rating on a security is an S&P rating of AAA, a Fitch rating of
AAA will be used, and where the only rating on a security is a Moody's
rating of Ba3, a Fitch rating of BB- will be used). If a security is
not rated by any Rating Agency, the Trust will treat the security as if
it were below investment grade.
A-21
(iii) Preferred securities: The percentage
determined by reference to the rating of a preferred security in
accordance with the table set forth below.
NOT
RATED OR
BELOW
PREFERRED SECURITY(1) AAA AA A BBB BB BB
------------------------------ ------- ------- ------- ------- ------- --------
Taxable Preferred............. 130.58% 133.19% 135.91% 138.73% 153.23% 161.08%
Dividend-Received Deduction
(DRD) Preferred............ 163.40% 163.40% 163.40% 163.40% 201.21% 201.21%
--------------------------
(1) If a security is not rated by Fitch but is rated by two other
Rating Agencies, then the lower of the ratings on the security
from the two other Rating Agencies will be used to determine the
Fitch Discount Factor (e.g., where the S&P rating is A- and the
Moody's rating is Baa1, a Fitch rating of BBB+ will be used). If
a security is not rated by Fitch but is rated by only one other
Rating Agency, then the rating on the security from the other
Rating Agency will be used to determine the Fitch Discount
Factor (e.g., where the only rating on a security is an S&P
rating of AAA, a Fitch rating of AAA will be used, and where the
only rating on a security is a Moody's rating of Ba3, a Fitch
rating of BB- will be used). If a security is not rated by any
Rating Agency, the Trust will use the percentage set forth under
"Unrated" in this table.
(iv) U.S. Government Securities and U.S. Treasury
Strips:
DISCOUNT
TIME REMAINING TO MATURITY FACTOR
---------------------------------------------- --------
1 year or less................................ 100%
2 years or less (but longer than 1 year)...... 103%
3 years or less (but longer than 2 years)..... 105%
4 years or less (but longer than 3 years)..... 107%
5 years or less (but longer than 4 years)..... 109%
7 years or less (but longer than 5 years)..... 112%
10 years or less (but longer than 7 years).... 114%
15 years or less (but longer than 10 years)... 122%
20 years or less (but longer than 15 years)... 130%
25 years or less (but longer than 20 years)... 146%
Greater than 30 years......................... 154%
(v) Short-Term Investments and Cash: The Fitch
Discount Factor applied to short-term portfolio securities, including
without limitation Debt Securities, Short Term Money Market Instruments
and municipal debt obligations, will be (A) 100%, so long as such
portfolio securities mature or have a demand feature at par exercisable
within the Fitch Exposure Period; (B) 115%, so long as such portfolio
securities mature or have a demand feature at par not exercisable
within the Fitch Exposure Period; and (C) 125%, so long as such
portfolio securities neither mature nor have a demand feature at par
exercisable within the Fitch Exposure Period. A Fitch Discount Factor
of 100% will be applied to cash.
(vi) Rule 144A Securities: The Fitch Discount
Factor applied to Rule 144A Securities will be 110% of the Fitch
Discount Factor which would apply were the securities registered under
the Securities Act.
(vii) Foreign Bonds: The Fitch Discount Factor (A)
for a Foreign Bond the principal of which (if not denominated in U.S.
dollars) is subject to a currency hedging transaction will be the Fitch
Discount Factor that would otherwise apply to such Foreign Bonds in
accordance with this definition and (B) for (1) a Foreign Bond the
principal of which (if not denominated in U.S. dollars) is not subject
to a currency hedging transaction and (2) a bond
A-22
issued in a currency other than U.S. dollars by a corporation, limited
liability company or limited partnership domiciled in, or the
government or any agency, instrumentality or political subdivision of,
a nation other than an Approved Foreign Nation, will be 370%.
"Fitch Eligible Assets" means:
(i) cash (including interest and dividends due on
assets rated (A) BBB or higher by Fitch or the equivalent by another
Rating Agency if the payment date is within five Business Days of the
Valuation Date, (B) A or higher by Fitch or the equivalent by another
Rating Agency if the payment date is within thirty days of the
Valuation Date, and (C) A+ or higher by Fitch or the equivalent by
another Rating Agency if the payment date is within the Fitch Exposure
Period) and receivables for Fitch Eligible Assets sold if the
receivable is due within five Business Days of the Valuation Date, and
if the trades which generated such receivables are settled within five
business days;
(ii) Short Term Money Market Instruments so long as
(A) such securities are rated at least F1+ by Fitch or the equivalent
by another Rating Agency, (B) in the case of demand deposits, time
deposits and overnight funds, the supporting entity is rated at least A
by Fitch or the equivalent by another Rating Agency, or (C) in all
other cases, the supporting entity (1) is rated at least A by Fitch or
the equivalent by another Rating Agency and the security matures within
one month, (2) is rated at least A by Fitch or the equivalent by
another Rating Agency and the security matures within three months or
(3) is rated at least AA by Fitch or the equivalent by another Rating
Agency and the security matures within six months;
(iii) U.S. Government Securities and U.S. Treasury
Strips;
(iv) debt securities if such securities have been
registered under the Securities Act or are restricted as to resale
under federal securities laws but are eligible for resale pursuant to
Rule 144A under the Securities Act as determined by the Trust's
investment manager or portfolio manager acting pursuant to procedures
approved by the Board of Trustees of the Trust; and such securities are
issued by (1) a U.S. corporation, limited liability company or limited
partnership, (2) a corporation, limited liability company or limited
partnership domiciled in Argentina, Australia, Brazil, Chile, France,
Germany, Italy, Japan, Korea, Mexico, Spain or the United Kingdom (the
"Approved Foreign Nations"), (3) the government of any Approved Foreign
Nation or any of its agencies, instrumentalities or political
subdivisions (the debt securities of Approved Foreign Nation issuers
being referred to collectively as "Foreign Bonds"), (4) a corporation,
limited liability company or limited partnership domiciled in Canada or
(5) the Canadian government or any of its agencies, instrumentalities
or political subdivisions (the debt securities of Canadian issuers
being referred to collectively as "Canadian Bonds"). Foreign Bonds held
by the Trust will qualify as Fitch Eligible Assets only up to a maximum
of 20% of the aggregate Market Value of all assets constituting Fitch
Eligible Assets. Similarly, Canadian Bonds held by the Trust will
qualify as Fitch Eligible Assets only up to a maximum of 20% of the
aggregate Market Value of all assets constituting Fitch Eligible
Assets. Notwithstanding the limitations in the two preceding sentences,
Foreign Bonds and Canadian Bonds held by the Trust will qualify as
Fitch Eligible Assets only up to a maximum of 30% of the aggregate
Market Value of all assets constituting Fitch Eligible Assets. In
addition, bonds which are issued in connection with a reorganization
under U.S. federal bankruptcy law ("Reorganization Bonds") will be
considered debt securities constituting Fitch Eligible Assets if (a)
they provide for periodic payment of interest in cash in U.S. dollars
or euros; (b) they do not provide for conversion or exchange into
equity capital at any time over their lives; (c) they have been
registered under the Securities Act or are restricted as to resale
under federal securities laws but are eligible for trading
A-23
under Rule 144A promulgated pursuant to the Securities Act as
determined by the Trust's investment manager or portfolio manager
acting pursuant to procedures approved by the Board of Trustees of the
Trust; (d) they were issued by a U.S. corporation, limited liability
company or limited partnership; and (e) at the time of purchase at
least one year had elapsed since the issuer's reorganization.
Reorganization Bonds may also be considered debt securities
constituting Fitch Eligible Assets if they have been approved by Fitch,
which approval shall not be unreasonably withheld. All debt securities
satisfying the foregoing requirements and restrictions of this
paragraph (iv) are herein referred to as "Debt Securities."
(v) Preferred stocks if (A) dividends on such
preferred stock are cumulative, (B) such securities provide for the
periodic payment of dividends thereon in cash in U.S. dollars or euros
and do not provide for conversion or exchange into, or have warrants
attached entitling the holder to receive equity capital at any time
over the respective lives of such securities, (C) the issuer of such a
preferred stock has common stock listed on either the New York Stock
Exchange or the American Stock Exchange, (D) the issuer of such a
preferred stock has a senior debt rating or preferred stock rating from
Fitch of BBB-- or higher or the equivalent rating by another Rating
Agency. In addition, the preferred stocks issue must be at least $50
million;
(vi) Asset-backed and mortgage-backed securities;
(vii) Rule 144A Securities;
(viii) Bank Loans;
(ix) Municipal debt obligation that (A) pays
interest in cash (B) is part of an issue of municipal debt obligations
of at least $5 million, except for municipal debt obligations rated
below A by Fitch or the equivalent rating by another Rating Agency, in
which case the minimum issue size is $10 million;
(x) Tradable credit baskets (e.g., Traded Custody
Receipts or TRACERS and Targeted Return Index Securities Trust or
TRAINS);
(xi) Convertible debt and convertible preferred
stocks;
(xii) Financial contracts, as such term is defined
in Section 3(c)(2)(B)(ii) of the Investment Company Act, not otherwise
provided for in this definition may be included in Fitch Eligible
Assets, but, with respect to any financial contract, only upon receipt
by the Trust of a writing from Fitch specifying any conditions on
including such financial contract in Fitch Eligible Assets and assuring
the Trust that including such financial contract in the manner so
specified would not affect the credit rating assigned by Fitch to the
AMPS;
(xiii) Interest rate swaps entered into according to
International Swap Dealers Association ("ISDA") standards if (1) the
counterparty to the swap transaction has a short-term rating of not
less than F1 by Fitch or the equivalent by another, NRSRO, or, if the
swap counterparty does not have a short-term rating, the counterparty's
senior unsecured long-term debt rating is AA or higher by Fitch or the
equivalent by another NRSRO and (2) the original aggregate notional
amount of the interest rate swap transaction or transactions is not
greater than the liquidation preference of the AMPS originally issued.
Where the Trust sells an asset and agrees to repurchase such asset in
the future, the Discounted Value of such asset will constitute a Fitch Eligible
Asset and the amount the Trust is required to pay upon
A-24
repurchase of such asset will count as a liability for the purposes of the
Preferred Shares Basic Maintenance Amount. Where the Trust purchases an asset
and agrees to sell it to a third party in the future, cash receivable by the
Trust thereby will constitute a Fitch Eligible Asset if the long-term debt of
such other party is rated at least A-- by Fitch or the equivalent by another
Rating Agency and such agreement has a term of 30 days or less; otherwise the
Discounted Value of such purchased asset will constitute a Fitch Eligible Asset.
Notwithstanding the foregoing, an asset will not be considered a Fitch
Eligible Asset to the extent that it has been irrevocably deposited for the
payment of (i)(A) through (i)(E) under the definition of Preferred Shares Basic
Maintenance Amount or to the extent it is subject to any Liens, except for (A)
Liens which are being contested in good faith by appropriate proceedings and
which Fitch has indicated to the Trust will not affect the status of such asset
as a Fitch Eligible Asset, (B) Liens for taxes that are not then due and payable
or that can be paid thereafter without penalty, (C) Liens to secure payment for
services rendered or cash advanced to the Trust by its investment manager or
portfolio manager, the Trust's custodian, transfer agent or registrar or the
Auction Agent and (D) Liens arising by virtue of any repurchase agreement.
Portfolio holdings as described above must be within the following
diversification and issue size requirements in order to be included in Fitch's
Eligible Assets:
SECURITY MAXIMUM MAXIMUM MINIMUM
RATED SINGLE SINGLE ISSUE SIZE
AT LEAST ISSUER(1) INDUSTRY(1)(2) ($ IN MILLION)(3)
-------- --------- -------------- -----------------
AAA 100% 100% $100
AA- 20 75 100
A- 10 50 100
BBB- 6 25 100
BB- 4 16 50
B- 3 12 50
CCC 2 8 50
------------------
(1) Percentages represent a portion of the aggregate market value of
corporate debt securities.
(2) Industries are determined according to Fitch's Industry Classifications,
as defined herein.
(3) Preferred stock has a minimum issue size of $50 million.
"Fitch Exposure Period" means the period commencing on (and including)
a given Valuation Date and ending 41 days thereafter.
"Fitch Hedging Transactions" means purchases or sales of
exchange-traded financial futures contracts based on any index approved by Fitch
or Treasury Bonds, and purchases, writings or sales of exchange-traded put
options on such futures contracts, any index approved by Fitch or Treasury Bonds
and purchases, writings or sales of exchange-traded call options on such
financial futures contracts, any index approved by Fitch or Treasury bonds
("Fitch Hedging Transactions"), subject to the following limitations:
(i) The Fund may not engage in any Fitch Hedging
Transaction based on any index approved by Fitch (other than
transactions that terminate a futures contract or option held by the
Fund by the Fund's taking the opposite position thereto ("closing
transactions")) that would cause the Fund at the time of such
transaction to own or have sold outstanding financial futures contracts
based on such index exceeding in number 10% of the average number of
daily traded financial futures contracts based on such index in the 30
days preceding the time of effecting such transaction as reported by
The Wall Street Journal.
A-25
(ii) The Fund will not engage in any Fitch Hedging
Transaction based on Treasury Bonds (other than closing transactions)
that would cause the Fund at the time of such transaction to own or
have sold:
(A) Outstanding financial futures contracts
based on Treasury Bonds with such contracts having an
aggregate market value exceeding 20% of the aggregate market
value of Fitch Eligible Assets owned by the Fund and rated AA
by Fitch (or, if not rated by Fitch Ratings, rated Aa by
Moody's; or, if not rated by Moody's, rated AAA by S&P); or
(B) Outstanding financial futures contracts
based on Treasury Bonds with such contracts having an
aggregate market value exceeding 40% of the aggregate market
value of all Fitch Eligible Assets owned by the Fund (other
than Fitch Eligible Assets already subject to a Fitch Hedging
Transaction) and rated A or BBB by Fitch (or, if not rated by
Fitch Ratings, rated Baa by Moody's; or, if not rated by
Moody's, rated A or AA by S&P) (for purposes of the foregoing
clauses (i) and (ii), the Fund shall be deemed to own futures
contracts that underlie any outstanding options written by the
Fund);
(iii) The Fund may engage in closing transactions to
close out any outstanding financial futures contract based on any index
approved by Fitch if the amount of open interest in such index as
reported by The Wall Street Journal is less than an amount to be
mutually determined by Fitch and the Fund.
(iv) The Fund may not enter into an option or
futures transaction unless, after giving effect thereto, the Fund would
continue to have Fitch Eligible Assets with an aggregate Discounted
Value equal to or greater than the Preferred Shares Basic Maintenance
Amount.
"Fitch Industry Classifications" means, for the purposes of determining
Fitch Eligible Assets, each of the following industry classifications:
Fitch Industry Classifications SIC Code (Major Groups)
1. Aerospace and Defense 37, 45
2. Automobiles 37, 55
3. Banking, Finance and Real Estate 60, 65, 67
4. Broadcasting and Media 27, 48
5. Building and Materials 15-17, 32, 52
6. Cable 48
7. Chemicals 28, 30
8. Computers and Electronics 35, 36
9. Consumer Products 23, 51
10. Energy 13, 29, 49
11. Environmental Services 87
12. Farming and Agriculture 1-3, 7-9
13. Food, Beverage and Tobacco 20, 21, 54
14. Gaming, Lodging and Restaurants 70, 58
15. Health Care and Pharmaceuticals 38, 28, 80
16. Industrial/Manufacturing 35
17. Insurance 63, 64
18. Leisure and Entertainment 78, 79
19. Metals and Mining 10, 12, 14, 33, 34
20. Miscellaneous 50, 72-76, 99
A-26
21. Paper and Forest Products 8, 24, 26
22. Retail 53, 56, 59
23. Sovereign NA
24. Supermarkets and Drug Stores 54
25. Telecommunications 48
26. Textiles and Furniture 22, 25, 31, 57
27. Transportation 40, 42-47
28. Utilities 49
29. Structured Finance Obligations NA
30. Packaging and Containers 26, 32, 34
31. Business Series 73, 87
The Trust shall use its discretion in determining which industry
classification is applicable to a particular investment.
"Hold Order" has the meaning set forth in Section 2(a)(ii) of Part II
of this Statement.
"Holder" means, with respect to the AMPS, the registered holder of
shares of each Series as the same appears on the share ledger or share records
of the Trust.
"Investment Manager" means Calamos Asset Management, Inc.
"Liquidation Preference" means $25,000 per preferred share.
"Mandatory Redemption Date" has meaning set forth in Section 3(a)(iv)
of Part I of this Statement.
"Mandatory Redemption Price" has the meaning set forth in Section
3(a)(iii) of Part I of this Statement.
"Market Value" means the fair market value of an asset of the Trust as
computed as follows:
The values of the securities in the Trust are based on market prices
from the primary market in which they are traded. As a general rule, equity
securities listed on a U.S. securities exchange or Nasdaq National Market are
valued at the last quoted sale priced on the day the valuation is made. Bonds
and other fixed-income securities that are traded over the counter and on an
exchange will be valued according to the broadest and most representative
market, and it is expected this will ordinarily be the over-the counter market.
The foreign securities held by the Trust are traded on exchanges throughout the
world. Trading on these foreign securities exchanges is completed at various
times throughout the day and often does not coincide with the close of trading
on the New York Stock Exchange. The value of foreign securities is determined at
the close of trading of the exchange on which the securities are traded or at
the close of trading on the New York Stock Exchange, whichever is earlier. If
market prices are not readily available or the Trust's valuation methods do not
produce a value reflective of the fair value of the security, securities and
other assets are priced at a fair value as determined by the Board of Trustees
or a committee thereof.
"Maximum Rate" means, on any date on which the Applicable Rate is
determined, the applicable percentage of the "AA" Financial Commercial Paper
Rate on the date of such Auction determined as set forth below based on the
lower of the credit ratings assigned to the AMPS by Moody's and Fitch subject to
upward but not downward adjustment in the discretion of the Board of Trustees
after consultation with the Broker-Dealers; provided that immediately following
any such increase the Trust would be in compliance with the Preferred Shares
Basic Maintenance Amount.
A-27
MOODY'S CREDIT RATING FITCH CREDIT RATING APPLICABLE PERCENTAGE
--------------------- ------------------- ---------------------
Aa3 or Above AA- or Above 150%
A3 or a1 A- to A+ 200%
baa3 to baa1 BBB- to BBB+ 250%
Below baa3 Below BBB- 275%
"Moody's" means Moody's Investors Service, Inc. and its successors at
law.
"Moody's Discount Factor" means, for purposes of determining the
Discounted Value of any Moody's Eligible Asset, the percentage determined as
follows. According to Moody's guidelines, in addition to standard monthly
reporting, the Fund must notify Moody's if the portfolio coverage ratio of the
discounted value of Moody's Eligible Assets to liabilities is less than 130%.
Computation of rating agency asset coverage ratio requires use of the
Diversification Table prior to applying discount factors noted below and after
identifying Moody's eligible assets for purposes of completing basic maintenance
tests. The Moody's Discount Factor for any Moody's Eligible Asset other than the
securities set forth below will be the percentage provided in writing by
Moody's.
(i) Convertible securities (including convertible
preferreds):
DISCOUNT FACTORS(1)
--------------------------------------------------------
RATINGS(2) UTILITY INDUSTRIAL FINANCIAL TRANSPORTATION
--------------- ------- ---------- --------- --------------
Aaa............ 162% 256% 233% 250%
Aa............. 167% 261% 238% 265%
A.............. 172% 266% 243% 275%
Baa............ 188% 282% 259% 285%
Ba............. 195% 290% 265% 290%
B.............. 199% 293% 270% 295%
NR............. 300% 300% 300% 300%
------------------
(1) Discount factors are for 7-week exposure period.
(2) Unless conclusions regarding liquidity risk as well as estimates of both
the probability and severity of default for the Fund's assets can be
derived from other sources, securities rated below B by Moody's and
unrated securities, which are securities rated by neither Moody's, S&P
nor Fitch, are limited to 10% of Moody's Eligible Assets. If a
corporate, municipal or other debt security is unrated by Moody's, S&P
or Fitch, the Fund will use the percentage set forth under "Below B and
Unrated" in this table. Ratings assigned by S&P or Fitch are generally
accepted by Moody's at face value. However, adjustments to face value
may be made to particular categories of credits for which the S&P and/or
Fitch rating does not seem to approximate a Moody's rating equivalent.
Upon conversion to common stock, the discount Factors applicable to common stock
will apply:
COMMON STOCKS UTILITY INDUSTRIAL FINANCIAL
--------------------------- ------- ---------- ---------
7 week exposure period..... 170% 264% 241%
(ii) Corporate Debt Securities (non-convertible):
The percentage determined by reference to the rating on such asset with
reference to the remaining term to maturity of such asset, in
accordance with the table set forth below.
A-28
TERMS TO MATURITY OF CORPORATE DEBT MOODY'S RATING CATEGORY(1)
SECURITY ------------------------------------------------------------
---------------------------------------------- AAA AA A BAA BA B UNRATED
----- ---- ---- ---- ---- ---- ---------
1 year or less................................ 109% 112% 115% 118% 137% 150% 250%
2 years or less (but longer than 1 year)...... 115 118 122 125 146 160 250
3 years or less (but longer than 2 years)..... 120 123 127 131 153 168 250
4 years or less (but longer than 3 years)..... 126 129 133 138 161 176 250
5 years or less (but longer than 4 years)..... 132 135 139 144 168 185 250
7 years or less (but longer than 5 years)..... 139 143 147 152 179 197 250
10 years or less (but longer than 7 years).... 145 150 155 160 189 208 250
15 years or less (but longer than 10 years)... 150 155 160 165 196 216 250
20 years or less (but longer than 15 years)... 150 155 160 165 196 228 250
30 years or less (but longer than 20 years)... 150 155 160 165 196 229 250
Greater than 30 years......................... 165 173 181 189 205 240 250
------------------
(1) Unless conclusions regarding liquidity risk as well as estimates of both
the probability and severity of default for the Fund's assets can be
derived from other sources, securities rated below B by Moody's and
unrated securities, which are securities rated by neither Moody's, S&P
nor Fitch, are limited to 10% of Moody's Eligible Assets. If a
corporate, municipal or other debt security is unrated by Moody's, S&P
or Fitch, the Fund will use the percentage set forth under "Below B and
Unrated" in this table. Ratings assigned by S&P or Fitch are generally
accepted by Moody's at face value. However, adjustments to face value
may be made to particular categories of credits for which the S&P and/or
Fitch rating does not seem to approximate a Moody's rating equivalent.
The Moody's Discount Factors presented in the immediately preceding
table will also apply to corporate debt securities that do not pay interest in
U.S. dollars or euros, provided that the Moody's Discount Factor determined from
the table shall be multiplied by a factor of 120% for purposes of calculating
the Discounted Value of such securities.
(iii) Preferred Stock: The Moody's Discount Factor
for preferred stock shall be (A) for preferred stocks issued by a
utility, 146%; (B) for preferred stocks of industrial and financial
issuers, 209%; (C) for preferred stocks issued by real estate related
issuers, 154%; and (D) for auction rate preferred stocks, 350%.
(iv) U.S. Government Securities and U.S. Treasury
Strips:
U.S. GOVERNMENT SECURITIES U.S. TREASURY STRIPS
REMAINING TERM TO MATURITY DISCOUNT FACTOR DISCOUNT FACTOR
---------------------------------------------- -------------------------- --------------------
1 year or less................................ 107% 107%
2 years or less (but longer than 1 year)...... 113 115
3 years or less (but longer than 2 years)..... 118 121
4 years or less (but longer than 3 years)..... 123 128
5 years or less (but longer than 4 years)..... 128 135
7 years or less (but longer than 5 years)..... 135 147
10 years or less (but longer than 7 years).... 141 163
15 years or less (but longer than 10 years)... 146 191
20 years or less (but longer than 15 years)... 154 218
30 years or less (but longer than 20 years)... 154 244
(v) Short-Term Instruments and Cash: The Moody's
Discount Factor applied to short-term portfolio securities, including
without limitation short-term corporate debt securities, Short Term
Money Market Instruments and short-term municipal debt obligations,
will be (A) 100%, so long as such portfolio securities mature or have a
demand feature at par exercisable within the Moody's Exposure Period;
(B) 115%, so long as such portfolio securities mature or have a demand
feature at par not exercisable within the Moody's Exposure Period; and
(C) 125%, if such securities are not rated by Moody's, so long as such
portfolio securities are
A-29
rated at least A-1+/AA or SP-1+/AA by S&P and mature or have a demand
feature at par exercisable within the Moody's Exposure Period. A
Moody's Discount Factor of 100% will be applied to cash. Moody's rated
Rule 2a-7 money market funds will also have a discount factor of 100%.
(vi) Rule 144A Securities: The Moody's Discount
Factor applied to Rule 144A Securities for Rule 144A Securities will be
130% of the Moody's Discount Factor which would apply were the
securities registered under the Securities Act.
"Moody's Eligible Assets" means:
(i) cash (including interest and dividends due on
assets rated (A) Baa3 or higher by Moody's if the payment date is
within five Business Days of the Valuation Date, (B) A2 or higher if
the payment date is within thirty days of the Valuation Date, and (C)
A1 or higher if the payment date is within the Moody's Exposure Period)
and receivables for Moody's Eligible Assets sold if the receivable is
due within five Business Days of the Valuation Date, and if the trades
which generated such receivables are (A) settled through clearing house
firms with respect to which the Fund has received prior written
authorization from Moody's or (B) (1) with counterparties having a
Moody's long-term debt rating of at least Baa3 or (2) with
counterparties having a Moody's Short Term Money Market Instrument
rating of at least P-1;
(ii) Short Term Money Market Instruments, so long
as (A) such securities are rated at least P-1, (B) in the case of
demand deposits, time deposits and overnight funds, the supporting
entity is rated at least A2, or (C) in all other cases, the supporting
entity (1) is rated A2 and the security matures within one month, (2)
is rated A1 and the security matures within three months or (3) is
rated at least Aa3 and the security matures within six months. In
addition, Moody's rated Rule 2a-7 money market funds are also eligible
investments.
(iii) U.S. Government Securities and U.S. Treasury
Strips;
(iv) Rule 144A Securities;
(v) Corporate debt securities if (A) such
securities are rated B3 or higher by Moody's; (B) such securities
provide for the periodic payment of interest in cash in U.S. dollars or
euros, except that such securities that do not pay interest in U.S.
dollars or euros shall be considered Moody's Eligible Assets if they
are rated by Moody's or S&P or Fitch; (C) for debt securities rated Ba1
and below, no more than 10% of the original amount of such issue may
constitute Moody's Eligible Assets; (D) such securities have been
registered under the Securities Act or are restricted as to resale
under federal securities laws but are eligible for resale pursuant to
Rule 144A under the Securities Act as determined by the Fund's
investment manager or portfolio manager acting pursuant to procedures
approved by the Board of Trustees, except that such securities that are
not subject to U.S. federal securities laws shall be considered Moody's
Eligible Assets if they are publicly traded; and (E) such securities
are not subject to extended settlement.
(vi) Convertible bonds, provided that (A) the
issuer of common stock must have a Moody's senior unsecured debt of B3
or better, or an S&P or Fitch rating of B- or better, (B) the common
stocks must be traded on the NYSE, AMEX, or NASDAQ, (C) dividends must
be paid in U.S. dollars, (D) the portfolio of convertible bonds must be
diversified as set forth in Figure 1 below, (E) the company shall not
hold shares exceeding the average weekly trading
A-30
volume during the preceding month, and (F) synthetic convertibles are
excluded from asset eligibility.
FIGURE 1
CONVERTIBLE SECURITIES DIVERSIFICATION GUIDELINES
----------------------------------------------------------------------------------
MAXIMUM SINGLE MAXIMUM SINGLE MAXIMUM SINGLE
TYPE ISSUER (%)(1) INDUSTRY (%)(1) STATE (%)(1)
--------------- -------------- --------------- --------------
Utility........ 4 50 7(2)
Other.......... 6 20 n/a
(1) Percentages represent a portion of the aggregate portfolio market value.
(2) Utility companies operating in more than one state should be diversified
according to the state in which they generate the largest part of their
revenues. Publicly available information on utility company revenues by
state is available from the Uniform Statistical Report (USR) or the
Federal Energy Regulation commission (FERC).
(vii) Preferred stocks if (A) dividends on such
preferred stock are cumulative, or if non-cumulative discount factor
should be amplified by a factor of 1.10 x Moody's listed discount
factor, (B) such securities provide for the periodic payment of
dividends thereon in cash in U.S. dollars or euros and do not provide
for conversion or exchange into, or have warrants attached entitling
the holder to receive, equity capital at any time over the respective
lives of such securities, (C) the issuer of such a preferred stock has
common stock listed on either the New York Stock Exchange or the
American Stock Exchange, (D) the issuer of such a preferred stock has a
senior debt rating from Moody's of Baa1 or higher or a preferred stock
rating from Moody's of Baa3 or higher and (E) such preferred stock has
paid consistent cash dividends in U.S. dollars or euros over the last
three years or has a minimum rating of A1 (if the issuer of such
preferred stock has other preferred issues outstanding that have been
paying dividends consistently for the last three years, then a
preferred stock without such a dividend history would also be
eligible). In addition, the preferred stocks must have the following
diversification requirements: (X) the preferred stock issue must be
greater than $50 million and (Y) the minimum holding by the Fund of
each issue of preferred stock is $500,000 and the maximum holding of
preferred stock of each issue is $5 million. In addition, preferred
stocks issued by transportation companies will not be considered
Moody's Eligible Assets.
(viii) Financial contracts, as such term is defined
in Section 3(c)(2)(B)(ii) of the Investment Company Act, not otherwise
provided for in this definition but only upon receipt by the Fund of a
letter from Moody's specifying any conditions on including such
financial contract in Moody's Eligible Assets and assuring the Fund
that including such financial contract in the manner so specified would
not affect the credit rating assigned by Moody's to the Preferred
Shares.
(ix) Interest rate swaps entered into according to
International Swap Dealers Association ("ISDA") standards if (i) the
counterparty to the swap transaction has a short-term rating of not
less than P-1 or, if the counterparty does not have a short-term
rating, the counterparty's senior unsecured long-term debt rating is A3
or higher and (ii) the original aggregate notional amount of the
interest rate swap transaction or transactions is not to be greater
than the liquidation preference of the AMPS originally issued. The
interest rate swap transaction will be marked-to-market daily.
A-31
In addition, portfolio holdings as described above must be within the
following diversification and issue size requirements in order to be included in
Moody's Eligible Assets:
MAXIMUM MAXIMUM MINIMUM
MAXIMUM SINGLE SINGLE ISSUE SIZE
SINGLE INDUSTRY(3)(4) INDUSTRY(3)(4) ($ IN
RATINGS(1) ISSUER(2)(3) NON-UTILITY UTILITY MILLION)(5)
------------------- ------------ -------------- -------------- -----------
Aaa................ 100% 100% 100% $100
Aa................. 20 60 30 100
A.................. 10 40 25 100
Baa................ 6 20 20 100
Ba................. 4 12 12 50(6)
B1--B2............. 3 8 8 50(6)
B3 or below........ 2 5 5 50(6)
------------------
(1) Refers to the preferred stock and senior debt rating of the portfolio
holding.
(2) Companies subject to common ownership of 25% or more are considered as
one issuer.
(3) Percentages represent a portion of the aggregate Market Value of
corporate debt securities.
(4) Industries are determined according to Moody's Industry Classifications,
as defined herein.
(5) Except for preferred stock, which has a minimum issue size of $50
million.
(6) Portfolio holdings from issues ranging from $50 million to $100 million
are limited to 20% of the Fund's total assets.
Where the Fund sells an asset and agrees to repurchase such asset in
the future, the Discounted Value of such asset will constitute a Moody's
Eligible Asset and the amount the Fund is required to pay upon repurchase of
such asset will count as a liability for the purposes of the Preferred Shares
Basic Maintenance Amount. Here the Fund purchases an asset and agrees to sell it
to a third party in the future, cash receivable by the Fund thereby will
constitute a Moody's Eligible Asset if the long-term debt of such other party is
rated at least A2 by Moody's and such agreement has a term of 30 days or less;
otherwise the Discounted Value of such purchased asset will constitute a Moody's
Eligible Asset. For the purposes of calculation of Moody's Eligible Assets,
portfolio securities which have been called for redemption by the issuer thereof
shall be valued at the lower of Market Value or the call price of such portfolio
securities.
Notwithstanding the foregoing, an asset will not be considered a
Moody's Eligible Asset to the extent that it has been irrevocably deposited for
the payment of (i)(A) through (i)(E) under the definition of Preferred Shares
Basic Maintenance Amount or to the extent it is subject to any Liens including
without limitation assets segregated under margin requirements of any
outstanding financial contract, except for (A) Liens which are being contested
in good faith by appropriate proceedings and which Moody's has indicated to the
Fund will not affect the status of such asset as a Moody's Eligible Asset, (B)
Liens for taxes that are not then due and payable or that can be paid thereafter
without penalty, (C) Liens to secure payment for services rendered or cash
advanced to the Fund by its investment manager or portfolio manager, the Fund's
custodian, transfer agent or registrar or the Auction Agent and (D) Liens
arising by virtue of any repurchase agreement.
Notwithstanding the foregoing limitations, assets not rated at least B3
by Moody's or B- by S&P or Fitch shall be considered to be Moody's Eligible
Assets only to the extent the Market Value of such corporate debt securities
does not exceed 10% of the aggregate Market Value of all Moody's Eligible
Assets. Assets deemed eligible by Moody's will be issued by entities that (i)
have not filed for bankruptcy within the past three years, (ii) are current on
all principal and interest in their fixed income obligations, (iii) are current
on all preferred stock dividends, and (iv) possess a current, unqualified
auditor's report without qualified, explanatory language.
A-32
"Moody's Hedging Transactions" means purchases or sales of
exchange-traded financial futures contracts based on any index approved by
Moody's or Treasury Bonds, and purchases, writings or sales of exchange-traded
put options on such financial futures contracts, any index approved by Moody's
or Treasury Bonds, and purchases, writings or sales of exchange-traded call
options on such financial futures contracts, any index approved by Moody's or
Treasury Bonds, subject to the following limitations:
(i) the Fund will not engage in any Moody's
Hedging Transaction based on any index approved by Moody's (other than
Closing Transactions) that would cause the Fund at the time of such
transaction to own or have sold:
(A) Outstanding financial futures contracts
based on such index exceeding in number 10% of the average
number of daily traded financial futures contracts based on
such index in the 30 days preceding the time of effecting such
transaction as reported by The Wall Street Journal; or
(B) Outstanding financial futures contracts
based on any index approved by Moody's having a Market Value
exceeding 50% of the Market Value of all portfolio securities
of the Fund constituting Moody's Eligible Assets owned by the
Fund;
(ii) The Fund will not engage in any Moody's
Hedging Transaction based on Treasury Bonds (other than Closing
Transactions) that would cause the Fund at the time of such transaction
to own or have sold:
(A) Outstanding financial futures contracts
based on Treasury Bonds with such contracts having an
aggregate Market Value exceeding 20% of the aggregate Market
Value of Moody's Eligible Assets owned by the Fund and rated
Aa by Moody's (or, if not rated by Moody's but rated by S&P,
rated AAA by S&P); or
(B) Outstanding financial futures contracts
based on Treasury Bonds with such contracts having an
aggregate Market Value exceeding 50% of the aggregate Market
Value of all portfolio securities of the Fund constituting
Moody's Eligible Assets owned by the Fund (other than Moody's
Eligible Assets already subject to a Moody's Hedging
Transaction) and rated Baa or A by Moody's (or, if not rated
by Moody's but rated by S&P, rated A or AA by S&P);
(iii) The Fund will engage in Closing Transactions
to close out any outstanding financial futures contract based on any
index approved by Moody's if the amount of open interest in such index
as reported by The Wall Street Journal is less than an amount to be
mutually determined by Moody's and the Fund;
(iv) The Fund will engage in a Closing Transaction
to close out any outstanding financial futures contract by no later
than the fifth Business Day of the month in which such contract expires
and will engage in a Closing Transaction to close out any outstanding
option on a financial futures contract by no later than the first
Business Day of the month in which such option expires;
(v) The Fund will engage in Moody's Hedging
Transactions only with respect to financial futures contracts or
options thereon having the next settlement date or the settlement date
immediately thereafter;
A-33
(vi) The Fund (A) will not engage in options and
futures transactions for leveraging or speculative purposes, except
that an option or futures transaction shall not for these purposes be
considered a leveraged position or speculative and (B) will not write
any call options or sell any financial futures contracts for the
purpose of hedging the anticipated purchase of an asset prior to
completion of such purchase;
(vii) The Fund will not enter into an option or
futures transaction unless, after giving effect thereto, the Fund would
continue to have Moody's Eligible Assets with an aggregate Discounted
Value equal to or greater than the Preferred Shares Basic Maintenance
Amount; and
(viii) For purposes of valuation of Moody's Eligible
Assets: (A) if the Fund writes a call option, the underlying asset will
be valued as follows: (1) if the option is exchange-traded and may be
offset readily or if the option expires before the earliest possible
redemption of the AMPS, at the lower of the Discounted Value of the
underlying security of the option and the exercise price of the option
or (2) otherwise, it has no value; (B) if the Fund writes a put option,
the underlying asset will be valued as follows: the lesser of (1)
exercise price and (2) the Discounted Value of the underlying security;
and (C) call or put option contracts which the Fund buys have no value.
(b) "Moody's Industry Classifications" means, for the
purposes of determining Moody's Eligible Assets, each of the following industry
classifications (or such other classifications as Moody's may from time to time
approve for application to the AMPS).
1. Aerospace and Defense: Major Contractor,
Subsystems, Research, Aircraft Manufacturing, Arms, Ammunition.
2. Automobile: Automobile Equipment, Auto-
Manufacturing, Auto Parts Manufacturing, Personal Use Trailers, Motor
Homes, Dealers.
3. Banking: Bank Holding, Savings and Loans,
Consumer Credit, Small Loan, Agency, Factoring, Receivables.
4. Beverage, Food and Tobacco: Beer and Ale,
Distillers, Wines and Liquors, Distributors, Soft Drink Syrup,
Bottlers, Bakery, Mill Sugar, Canned Foods, Corn Refiners, Dairy
Products, Meat Products, Poultry Products, Snacks, Packaged Foods,
Distributors, Candy, Gum, Seafood, Frozen Food, Cigarettes, Cigars,
Leaf/Snuff, Vegetable Oil.
5. Buildings and Real Estate: Brick, Cement,
Climate Controls, Contracting, Engineering, Construction, Hardware,
Forest Products (building-related only), Plumbing, Roofing, Wallboard,
Real Estate, Real Estate Development, REITs, Land Development.
6. Chemicals, Plastics and Rubber: Chemicals
(non-agricultural), Industrial Gases, Sulphur, Plastics, Plastic
Products, Abrasives, Coatings, Paints, Varnish, Fabricating Containers.
7. Packaging and Glass: Glass, Fiberglass,
Containers made of: Glass, Metal, Paper, Plastic, Wood or Fiberglass.
8. Personal and Non-Durable Consumer Products
(Manufacturing Only): Soaps, Perfumes, Cosmetics, Toiletries, Cleaning
Supplies, School Supplies.
A-34
9. Diversified/Conglomerate Manufacturing.
10. Diversified/Conglomerate Service.
11. Diversified Natural Resources, Precious Metals
and Minerals: Fabricating, Distribution.
12. Ecological: Pollution Control, Waste Removal,
Waste Treatment and Waste Disposal.
13. Electronics: Computer Hardware, Electric
Equipment, Components, Controllers, Motors, Household Appliances,
Information Service Communication Systems, Radios, TVs, Tape Machines,
Speakers, Printers, Drivers, Technology.
14. Finance: Investment Brokerage, Leasing,
Syndication, Securities.
15. Farming and Agriculture: Livestock, Grains,
Produce, Agriculture Chemicals, Agricultural Equipment, Fertilizers.
16. Grocery: Grocery Stores, Convenience Food
Stores.
17. Healthcare, Education and Childcare: Ethical
Drugs, Proprietary Drugs, Research, Health Care Centers, Nursing Homes,
HMOs, Hospitals, Hospital Supplies, Medical Equipment.
18. Home and Office Furnishings, Housewares, and
Durable Consumer Products: Carpets, Floor Coverings, Furniture,
Cooking, Ranges.
19. Hotels, Motels, Inns and Gaming.
20. Insurance: Life, Property and Casualty,
Broker, Agent, Surety.
21. Leisure, Amusement, Motion Pictures,
Entertainment: Boating, Bowling, Billiards, Musical Instruments,
Fishing, Photo Equipment, Records, Tapes, Sports, Outdoor Equipment
(Camping), Tourism, Resorts, Games, Toy Manufacturing, Motion Picture
Production Theaters, Motion Picture Distribution.
22. Machinery (Non-Agricultural, Non-Construction,
Non-Electronic): Industrial, Machine Tools, Steam Generators.
23. Mining, Steel, Iron and Non-Precious Metals:
Coal, Copper, Lead, Uranium, Zinc, Aluminum, Stainless Steel,
Integrated Steel, Ore Production, Refractories, Steel Mill Machinery,
Mini-Mills, Fabricating, Distribution and Sales of the foregoing.
24. Oil and Gas: Crude Producer, Retailer, Well
Supply, Service and Drilling.
25. Printing, Publishing, and Broadcasting:
Graphic Arts, Paper, Paper Products, Business Forms, Magazines, Books,
Periodicals, Newspapers, Textbooks, Radio, T.V., Cable Broadcasting
Equipment.
A-35
26. Cargo Transport: Rail, Shipping, Railroads,
Rail-car Builders, Ship Builders, Containers, Container Builders,
Parts, Overnight Mail, Trucking, Truck Manufacturing, Trailer
Manufacturing, Air Cargo, Transport.
27. Retail Stores: Apparel, Toy, Variety, Drugs,
Department, Mail Order Catalog, Showroom.
28. Telecommunications: Local, Long Distance,
Independent, Telephone, Telegraph, Satellite, Equipment, Research,
Cellular.
29. Textiles and Leather: Producer, Synthetic
Fiber, Apparel Manufacturer, Leather Shoes.
30. Personal Transportation: Air, Bus, Rail, Car
Rental.
31. Utilities: Electric, Water, Hydro Power, Gas.
32. Diversified Sovereigns: Semi-sovereigns,
Canadian Provinces, Supra-national Agencies.
The Fund will use SIC codes in determining which industry
classification is applicable to a particular investment in consultation with the
Independent Accountant and Moody's, to the extent the Fund considers necessary.
"1933 Act" means the Securities Act of 1933, as amended.
"1940 Act" means the Investment Company Act of 1940, as amended.
"1940 Act Preferred Shares Asset Coverage" means asset coverage, as
determined in accordance with Section 18(h) of the 1940 Act, of at least 200%
with respect to all outstanding senior securities of the Trust which are stock,
including all Outstanding AMPS (or such other asset coverage as may in the
future be specified in or under the 1940 Act as the minimum asset coverage for
senior securities which are stock of a closed-end investment company as a
condition of declaring dividends on its common shares), determined on the basis
of values calculated as of a time within 48 hours (not including Sundays or
holidays) next preceding the time of such determination.
"1940 Act Preferred Shares Asset Coverage Certificate" means the
certificate required to be delivered by the Trust pursuant to Section 12(e) of
this Statement.
"AMPS" has the meaning set forth in paragraph FIRST of Part I of this
Statement.
"Notice of Redemption" means any notice with respect to the redemption
of AMPS pursuant to Section 3 of Part I of this Statement.
"Order" has the meaning set forth in Section 2(a)(ii) of Part II of
this Statement.
"Other Rating Agency" means any rating agency other than Fitch or
Moody's then providing a rating for the AMPS pursuant to the request of the
Trust.
"Other Rating Agency Eligible Assets" means assets of the Trust
designated by any Other Rating Agency as eligible for inclusion in calculating
the discounted value of the Trust's assets in connection with such Other Rating
Agency's rating of the AMPS.
A-36
"Outstanding" means, as of any date, AMPS theretofore issued by the
Trust except, without duplication, (i) any AMPS theretofore canceled, redeemed
or repurchased by the Trust, or delivered to the Auction Agent for cancellation
or with respect to which the Trust has given notice of redemption and
irrevocably deposited with the Paying Agent sufficient funds to redeem such
shares and (ii) any AMPS represented by any certificate in lieu of which a new
certificate has been executed and delivered by the Trust. Notwithstanding the
foregoing, (A) for purposes of voting rights (including the determination of the
number of shares required to constitute a quorum), any AMPS as to which the
Trust or any Affiliate is the Existing Holder will be disregarded and not deemed
Outstanding; (B) in connection with any Auction, any AMPS as to which the Trust
or any person known to the Auction Agent to be an Affiliate is the Existing
Holder will be disregarded and not deemed Outstanding; and (C) for purposes of
determining the Preferred Shares Basic Maintenance Amount, AMPS held by the
Trust will be disregarded and not deemed Outstanding, but shares held by any
Affiliate will be deemed Outstanding.
"Paying Agent" means The Bank of New York unless and until another
entity appointed by a resolution of the Board of Trustees enters into an
agreement with the Trust to serve as paying agent, which paying agent may be the
same as the Auction Agent.
"Person" or "Persons" means and includes an individual, a partnership,
the Trust, a trust, a corporation, a limited liability company, an
unincorporated association, a joint venture or other entity or a government or
any agency or political subdivision thereof.
"Potential Beneficial Owner" or "Potential Beneficial Holder" has the
meaning set forth in Section 1 of Part II of this Statement.
"Preferred Shares Basic Maintenance Amount" means as of any Valuation
Date as the dollar amount equal to the sum of:
(i) the sum of the products resulting from
multiplying the number of Outstanding AMPS on such date by the
Liquidation Preference (and redemption premium, if any) per share; (B)
the aggregate amount of dividends that will have accumulated at the
Applicable Rate (whether or not earned or declared) for each
Outstanding AMPS to the 30th day after such Valuation Date; (C) the
amount of anticipated Trust non-interest expenses for the 90 days
subsequent to such Valuation Date; (D) the amount of the current
outstanding balances of any indebtedness which is senior to the AMPS
plus interest actually accrued together with 30 days additional
interest on the current outstanding balances calculated at the current
rate; and (E) any other current liabilities payable during the 30 days
subsequent to such Valuation Date, including, without limitation,
indebtedness due within one year and any redemption premium due with
respect to AMPS for which a Notice of Redemption has been given, as of
such Valuation Date, to the extent not reflected in any of (i)(A)
through (i)(D): less
(ii) the sum of any cash plus the value of any of
the Trust's assets irrevocably deposited by the Trust for the payment
of any (i)(B) through (i)(E) ("value," for purposes of this clause
(ii), means the Discounted Value of the security, except that if the
security matures prior to the relevant redemption payment date and is
either fully guaranteed by the U.S. Government or is rated at least P-1
by Moody's and A-1 by S&P, it will be valued at its face value).
"Preferred Shares Basic Maintenance Amount Test" means a test which is
met if the lower of the aggregate Discounted Values of the Moody's Eligible
Assets or the Fitch Eligible Assets meets or exceeds the Preferred Shares Basic
Maintenance Amount.
A-37
"Preferred Shares Basic Maintenance Certificate" has the meaning set
forth in Section 12(d) of Part I of this Statement.
"Rating Agency" means Moody's and Fitch, as long as such rating agency
is then rating the Preferred Shares and any Other Rating Agency then rating the
Preferred Shares.
"Redemption Date" has the meaning set forth in Section 2(c)(ii) of Part
II of this Statement.
"Redemption Default" has the meaning set forth in Section 2(c)(ii) of
Part I of this Statement.
"Redemption Price" has the meaning set forth in Section 3(a)(i) of Part
I of this Statement.
"Reference Rate" means, with respect to the determination of the
Default Rate, the applicable "AA" Financial Commercial Paper Rate (for a
Dividend Period of fewer than 184 days) or the applicable Treasury Index Rate
(for a Dividend Period of 184 days or more).
"Registrar" means The Bank of New York, unless and until another entity
appointed by a resolution of the Board of Trustees enters into an agreement with
the Trust to serve as transfer agent.
"S&P" means Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., or its successors at law.
"Securities Depository" means The Depository Trust Company and its
successors and assigns or any successor securities depository selected by the
Trust that agrees to follow the procedures required to be followed by such
securities depository in connection with the AMPS.
"Sell Order" has the meaning set forth in Section 2(a) of Part II of
this Statement.
"Short-Term Money Market Instrument" means the following types of
instruments if, on the date of purchase or other acquisition thereof by the
Trust, the remaining term to maturity thereof is not in excess of 180 days:
(i) commercial paper rated A-1 if such commercial
paper matures in 30 days or A-1+ if such commercial paper matures in
over 30 days;
(ii) demand or time deposits in, and banker's
acceptances and certificates of deposit of (A) a depository institution
or trust company incorporated under the laws of the United States of
America or any state thereof or the District of Columbia or (B) a
United States branch office or agency of a foreign depository
institution (provided that such branch office or agency is subject to
banking regulation under the laws of the United States, any state
thereof or the District of Columbia);
(iii) overnight funds; and
(iv) U.S. Government Securities.
"Special Dividend Period" means a Dividend Period that is not a
Standard Dividend Period.
"Specific Redemption Provisions" means, with respect to any Special
Dividend Period of more than one year, either, or any combination of (i) a
period (a "Non-Call Period") determined by the Board of Trustees after
consultation with the Broker-Dealers, during which the shares subject to such
Special Dividend Period are not subject to redemption at the option of the
Trust, and (ii) a period (a "Premium
A-38
Call Period"), consisting of a number of whole years, as determined by the Board
of Trustees after consultation with the Broker-Dealers, during each year of
which the shares subject to such Special Dividend Period will be redeemable at
the Trust's option at a price per share equal to the Liquidation Preference plus
accumulated but unpaid dividends (whether or not earned or declared) plus a
premium expressed as a percentage or percentages of the Liquidation Preference
or expressed as a formula using specified variables as determined by the Board
of Trustees after consultation with the Broker-Dealers.
"Standard Dividend Period" means a Dividend Period of seven days in the
case of Series M, W, TH7 and F7 AMPS and twenty-eight days in the case of Series
TU, TH and W28 AMPS unless such seventh day or twenty-eighth day is not a
Business Day, then the number of days ending on the Business Day next Business
Day following such seventh day or twenty-eighth day.
"Submission Deadline" means 1:00 p.m., New York City time, on any
Auction Date or such other time on any Auction Date by which Broker-Dealers are
required to submit Orders to the Auction Agent as specified by the Auction Agent
from time to time.
"Transfer Agent" means The Bank of New York, unless and until another
entity appointed by a resolution of the Board of Trustees enters into an
agreement with the Trust to serve as Transfer Agent.
"Treasury Index Rate" means the average yield to maturity for actively
traded marketable U.S. Treasury fixed interest rate securities having the same
number of 30-day periods to maturity as the length of the applicable Dividend
Period, determined, to the extent necessary, by linear interpolation based upon
the yield for such securities having the next shorter and next longer number of
30-day periods to maturity treating all Dividend Periods with a length greater
than the longest maturity for such securities as having a length equal to such
longest maturity, in all cases based upon data set forth in the most recent
weekly statistical release published by the Board of Governors of the Federal
Reserve System (currently in H.15 (519)); provided, however, if the most recent
such statistical release shall not have been published during the 15 days
preceding the date of computation, the foregoing computations shall be based
upon the average of comparable data as quoted to the Trust by at least three
recognized dealers in U.S. Government Securities selected by the Trust.
"U.S. Government Securities" means direct obligations of the United
States or of its agencies or instrumentalities that are entitled to the full
faith and credit of the United States and that, other than United States
Treasury Bills, provide for the periodic payment of interest and the full
payment of principal at maturity or call for redemption.
"Valuation Date" means the last Business Day of each week, or such
other date as to which the Trust and Rating Agencies may agree for purposes of
determining the Preferred Shares Basic Maintenance Amount.
"Voting Period" has the meaning set forth in Section 6(b) of Part I of
this Statement.
"Winning Bid Rate" has the meaning set forth in Section 4(a)(iii) of
Part II of this Statement.
18. Interpretation. References to sections, subsections, clauses,
sub-clauses, paragraphs and subparagraphs are to such sections, subsections,
clauses, sub-clauses, paragraphs and subparagraphs contained in this Part I or
Part II hereof, as the case may be, unless specifically identified otherwise.
A-39
PART II: AUCTION PROCEDURES
1. Certain Definitions. As used in Part II of this Statement, the
following terms shall have the following meanings, unless the context otherwise
requires and all section references below are to Part II of this Statement
except as otherwise indicated. Capitalized terms not defined in Section 1 of
Part II of this Statement shall have the respective meanings specified in Part I
of this Statement.
"Agent Member" means a member of or participant in the Securities
Depository that will act on behalf of existing or potential holders of AMPS.
"Available AMPS" has the meaning set forth in Section 4(a)(i) of Part
II of this Statement.
"Existing Holder" with respect to shares of a series of AMPS means a
Broker-Dealer (or any such other Person as may be permitted by the Trust) that
is listed on the records of the Auction Agent as a holder of such series.
"Hold Order" has the meaning set forth in Section 2(a) of Part II of
this Statement.
"Order" has the meaning set forth in Section 2(a) of Part II of this
Statement.
"Potential Beneficial Holder" or "Potential Beneficial Owner" means (a)
any Existing Holder who may be interested in acquiring additional AMPS, or (b)
any other person who may be interested in acquiring AMPS or whose shares will be
listed under such person's Broker-Dealer's name on the records of the Auction
Agent.
"Sell Order" has the meaning set forth in Section 2(a) of Part II of
this Statement.
"Submitted Bid Order" has the meaning set forth in Section 4(a) of Part
II of this Statement.
"Submitted Hold Order" has the meaning set forth in Section 4(a) of
Part II of this Statement.
"Submitted Order" has the meaning set forth in Section 4(a) of Part II
of this Statement.
"Submitted Sell Order" has the meaning set forth in Section 4(a) of
Part II of this Statement.
"Sufficient Clearing Orders" means that all AMPS are the subject of
Submitted Hold Orders or that the number of AMPS that are the subject of
Submitted Buy Orders by Potential Holders specifying one or more rates equal to
or less than the Maximum Rate exceeds or equals the sum of (A) the number of
AMPS that are subject of Submitted Hold/Sell Orders by Existing Holders
specifying one or more rates higher than the Maximum Rate and (B) the number of
AMPS that are subject to Submitted Sell Orders.
"Winning Bid Rate" means the lowest rate specified in the Submitted
Orders which, if (A) each Submitted Hold/Sell Order from Existing Holders
specifying such lowest rate and all other Submitted Hold/Sell Orders from
Existing Holders specifying lower rates were accepted and (B) each Submitted Buy
Order from Potential Holders specifying such lowest rate and all other Submitted
Buy Orders from Potential Holders specifying lower rates were accepted, would
result in the Existing Holders described in clause (A) above continuing to hold
an aggregate number of AMPS which, when added to the number of AMPS to be
purchased by the Potential Holders described in clause (B) above and the number
of AMPS subject to Submitted Hold Orders, would be equal to the number of AMPS.
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2. Orders.
(a) On or prior to the Submission Deadline on each Auction
Date for shares of a Series of AMPS:
(i) each Beneficial Owner of shares of such Series
may submit to its Broker-Dealer by telephone or otherwise information
as to:
(A) the number of Outstanding shares, if
any, of such Series held by such Beneficial Owner which such
Beneficial Owner desires to continue to hold without regard to
the Applicable Rate for shares of such Series for the next
succeeding Dividend Period of such shares;
(B) the number of Outstanding shares, if
any, of such Series held by such Beneficial Owner which such
Beneficial Owner offers to sell if the Applicable Rate for
shares of such Series for the next succeeding Dividend Period
of shares of such Series shall be less than the rate per annum
specified by such Beneficial Owner; and/or
(C) the number of Outstanding shares, if
any, of such Series held by such Beneficial Owner which such
Beneficial Owner offers to sell without regard to the
Applicable Rate for shares of such Series for the next
succeeding Dividend Period of shares of such series; and
(ii) each Broker-Dealer, using lists of Potential
Beneficial Owners, shall in good faith for the purpose of conducting a
competitive Auction in a commercially reasonable manner, contact
Potential Beneficial Owners (by telephone or otherwise), including
Persons that are not Beneficial Owners, on such lists to determine the
number of shares, if any, of such Series which each such Potential
Beneficial Owner offers to purchase if the Applicable Rate for shares
of such Series for the next succeeding Dividend Period of shares of
such Series shall not be less than the rate per annum specified by such
Potential Beneficial Owner.
For the purposes hereof, the communication by a Beneficial Owner or Potential
Beneficial Owner to a Broker-Dealer, or by a Broker-Dealer to the Auction Agent,
of information referred to in clause (i)(A), (i)(B), (i)(C) or (ii) of this
paragraph (a) is hereinafter referred to as an "Order" and collectively as
"Orders" and each Beneficial Owner and each Potential Beneficial Owner placing
an Order with a Broker-Dealer, and such Broker-Dealer placing an Order with the
Auction Agent, is hereinafter referred to as a "Bidder" and collectively as
"Bidders"; an Order containing the information referred to in clause (i)(A) of
this paragraph (a) is hereinafter referred to as a "Hold Order" and collectively
as "Hold Orders"; an Order containing the information referred to in clause
(i)(B) or (ii) of this paragraph (a) is hereinafter referred to as a "Bid" and
collectively as "Bids"; and an Order containing the information referred to in
clause (i)(C) of this paragraph (a) is hereinafter referred to as a "Sell Order"
and collectively as "Sell Orders."
(b) (i) A Bid by a Beneficial Owner or an Existing Holder of
shares of a Series of AMPS subject to an Auction on any Auction Date shall
constitute an irrevocable offer to sell:
(A) the number of Outstanding shares of such
Series specified in such Bid if the Applicable Rate for shares
of such Series determined on such Auction Date shall be less
than the rate specified therein;
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(B) such number or a lesser number of
Outstanding shares of such Series to be determined as set
forth in clause (iv) of paragraph (a) of Section 5 of this
Part II if the Applicable Rate for shares of such Series
determined on such Auction Date shall be equal to the rate
specified therein; or
(C) the number of Outstanding shares of such
Series specified in such Bid if the rate specified therein
shall be higher than the Maximum Rate for shares of such
series, or such number or a lesser number of Outstanding
shares of such Series to be determined as set forth in clause
(iii) of paragraph (b) of Section 5 of this Part II if the
rate specified therein shall be higher than the Maximum Rate
for shares of such Series and Sufficient Clearing Bids for
shares of such Series do not exist.
(ii) A Sell Order by a Beneficial Owner or an
Existing Holder of shares of a Series of AMPS subject to an Auction on
any Auction Date shall constitute an irrevocable offer to sell:
(A) the number of Outstanding shares of such
Series specified in such Sell Order; or
(B) such number or a lesser number of
Outstanding shares of such series as set forth in clause (iii)
of paragraph (b) of Section 5 of this Part II if Sufficient
Clearing Bids for shares of such Series do not exist;
provided, however, that a Broker-Dealer that is an Existing Holder with respect
to shares of a Series of AMPS shall not be liable to any Person for failing to
sell such shares pursuant to a Sell Order described in the proviso to paragraph
(c) of Section 3 of this Part II if (1) such shares were transferred by the
Beneficial Owner thereof without compliance by such Beneficial Owner or its
transferee Broker-Dealer (or other transferee person, if permitted by the Trust)
with the provisions of Section 6 of this Part II or (2) such Broker-Dealer has
informed the Auction Agent pursuant to the terms of its Broker-Dealer Agreement
that, according to such Broker-Dealer's records, such Broker-Dealer believes it
is not the Existing Holder of such shares.
(iii) A Bid by a Potential Holder of shares of a
Series of AMPS subject to an Auction on any Auction Date shall
constitute an irrevocable offer to purchase:
(A) the number of Outstanding shares of such
Series specified in such Bid if the Applicable Rate for shares
of such Series determined on such Auction Date shall be higher
than the rate specified therein; or (B) such number or a
lesser number of Outstanding shares of such Series as set
forth in clause (v) of paragraph (a) of Section 5 of this Part
II if the Applicable Rate for shares of such Series determined
on such Auction Date shall be equal to the rate specified
therein.
(c) No Order for any number of AMPS other than whole shares
shall be valid.
3. Submission of Orders by Broker-Dealers to Auction Agent.
(a) Each Broker-Dealer shall submit in writing to the Auction
Agent prior to the Submission Deadline on each Auction Date all Orders for AMPS
of a Series subject to an Auction on such Auction Date obtained by such
Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as
an Existing Holder in respect of shares subject to Orders submitted or deemed
submitted to it by
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Beneficial Owners and as a Potential Holder in respect of shares subject to
Orders submitted to it by Potential Beneficial Owners, and shall specify with
respect to each Order for such shares:
(i) the name of the Bidder placing such Order (which
shall be the Broker-Dealer unless otherwise permitted by the Trust);
(ii) the aggregate number of shares of such Series
that are the subject of such Order;
(iii) to the extent that such Bidder is an Existing
Holder of shares of such series:
(A) the number of shares, if any, of such
Series subject to any Hold Order of such Existing Holder;
(B) the number of shares, if any, of such
Series subject to any Bid of such Existing Holder and the rate
specified in such Bid; and
(C) the number of shares, if any, of such
Series subject to any Sell Order of such Existing Holder; and
(D) to the extent such Bidder is a Potential
Holder of shares of such series, the rate and number of shares
of such Series specified in such Potential Holder's Bid.
(b) If any rate specified in any Bid contains more than three
figures to the right of the decimal point, the Auction Agent shall round such
rate up to the next highest one thousandth (.001) of 1%.
(c) If an Order or Orders covering all of the Outstanding AMPS
of a Series held by any Existing Holder is not submitted to the Auction Agent
prior to the Submission Deadline, the Auction Agent shall deem a Hold Order to
have been submitted by or on behalf of such Existing Holder covering the number
of Outstanding shares of such Series held by such Existing Holder and not
subject to Orders submitted to the Auction Agent; provided, however, that if an
Order or Orders covering all of the Outstanding shares of such Series held by
any Existing Holder is not submitted to the Auction Agent prior to the
Submission Deadline for an Auction relating to a Special Dividend Period
consisting of more than 91 Dividend Period days, the Auction Agent shall deem a
Sell Order to have been submitted by or on behalf of such Existing Holder
covering the number of Outstanding shares of such Series held by such Existing
Holder and not subject to Orders submitted to the Auction Agent.
(d) If one or more Orders of an Existing Holder is submitted
to the Auction Agent covering in the aggregate more than the number of
Outstanding AMPS of a Series subject to an Auction held by such Existing Holder,
such Orders shall be considered valid in the following order of priority:
(i) all Hold Orders for shares of such Series shall
be considered valid, but only up to and including in the aggregate the
number of Outstanding shares of such Series held by such Existing
Holder, and if the number of shares of such Series subject to such Hold
Orders exceeds the number of Outstanding shares of such Series held by
such Existing Holder, the number of shares subject to each such Hold
Order shall be reduced pro rata to cover the number of Outstanding
shares of such Series held by such Existing Holder;
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(ii) (A) any Bid for shares of such Series shall be
considered valid up to and including the excess of the number of
Outstanding shares of such Series held by such Existing Holder over the
number of shares of such series subject to any Hold Orders referred to
in clause (i) above;
(B) subject to subclause (A), if more than
one Bid of an Existing Holder for shares of such Series is
submitted to the Auction Agent with the same rate and the
number of Outstanding shares of such Series subject to such
Bids is greater than such excess, such Bids shall be
considered valid up to and including the amount of such
excess, and the number of shares of such Series subject to
each Bid with the same rate shall be reduced pro rata to cover
the number of shares of such Series equal to such excess;
(C) subject to subclauses (A) and (B), if
more than one Bid of an Existing Holder for shares of such
Series is submitted to the Auction Agent with different rates,
such Bids shall be considered valid in the ascending order of
their respective rates up to and including the amount of such
excess; and
(D) in any such event, the number, if any,
of such Outstanding shares of such Series subject to any
portion of Bids considered not valid in whole or in part under
this clause (ii) shall be treated as the subject of a Bid for
shares of such Series by or on behalf of a Potential Holder at
the rate therein specified; and
(iii) all Sell Orders for shares of such Series shall
be considered valid up to and including the excess of the number of
Outstanding shares of such Series held by such Existing Holder over the
sum of shares of such Series subject to valid Hold Orders referred to
in clause (i) above and valid Bids referred to in clause (ii) above.
(e) If more than one Bid for one or more shares of a Series of
AMPS is submitted to the Auction Agent by or on behalf of any Potential Holder,
each such Bid submitted shall be a separate Bid with the rate and number of
shares therein specified.
(f) Any Order submitted by a Beneficial Owner or a Potential
Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction
Agent, prior to the Submission Deadline on any Auction Date, shall be
irrevocable.
4. Determination of Sufficient Clearing Bids, Winning Bid Rate
and Applicable Rate.
(a) Not earlier than the Submission Deadline on each Auction
Date for shares of a Series of AMPS, the Action Agent shall assemble all valid
Orders submitted or deemed submitted to it by the Broker-Dealers in respect of
shares of such Series (each such Order as submitted or deemed submitted by a
Broker-Dealer being hereinafter referred to individually as a "Submitted Hold
Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as
a "Submitted Order" and collectively as "Submitted Hold Orders," "Submitted
Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted Orders")
and shall determine for such series:
(i) the excess of the number of Outstanding shares of
such Series over the number of Outstanding shares of such Series
subject to Submitted Hold Orders (such excess being hereinafter
referred to as the "Available AMPS" of such series);
(ii) from the Submitted Orders for shares of such
Series whether:
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(A) the number of Outstanding shares of such
Series subject to Submitted Bids of Potential Holders
specifying one or more rates equal to or lower than the
Maximum Rate (for all Dividend Periods) for shares of such
series;
exceeds or is equal to the sum of
(B) the number of Outstanding shares of such
Series subject to Submitted Bids of Existing Holders
specifying one or more rates higher than the Maximum Rate (for
all Dividend Periods) for shares of such Series; and
(C) the number of Outstanding shares of such
Series subject to Submitted Sell Orders
(in the event such excess or such equality exists (other than because the number
of shares of such Series in subclauses (B) and (C) above is zero because all of
the Outstanding shares of such Series are subject to Submitted Hold Orders),
such Submitted Bids in subclause (A) above being hereinafter referred to
collectively as "Sufficient Clearing Bids" for shares of such series); and
(iii) if Sufficient Clearing Bids for shares of such
Series exist, the lowest rate specified in such Submitted Bids (the
"Winning Bid Rate" for shares of such series) which if:
(A) each such Submitted Bid of Existing
Holders specifying such lowest rate and (II) all other such
Submitted Bids of Existing Holders specifying lower rates were
rejected, thus entitling such Existing Holders to continue to
hold the shares of such Series that are subject to such
Submitted Bids; and
(B) (I) each such Submitted Bid of Potential
Holders specifying such lowest rate and (II) all other such
Submitted Bids of Potential Holders specifying lower rates
were accepted;
would result in such Existing Holders described in subclause (A) above
continuing to hold an aggregate number of Outstanding shares of such
Series which, when added to the number of Outstanding shares of such
Series to be purchased by such Potential Holders described in subclause
(B) above, would equal not less than the Available AMPS of such series.
(b) Promptly after the Auction Agent has made the
determinations pursuant to paragraph (a) of this Section 4, the Auction Agent
shall advise the Trust of the Maximum Rate for shares of the Series of AMPS for
which an Auction is being held on the Auction Date and, based on such
determination, the Applicable Rate for shares of such Series for the next
succeeding Dividend Period thereof as follows:
(i) if Sufficient Clearing Bids for shares of such
Series exist, that the Applicable Rate for all shares of such Series
for the next succeeding Dividend Period thereof shall be equal to the
Winning Bid Rate for shares of such Series so determined;
(ii) if Sufficient Clearing Bids for shares of such
Series do not exist (other than because all of the Outstanding shares
of such Series are subject to Submitted Hold Orders), that the
Applicable Rate for all shares of such Series for the next succeeding
Dividend Period thereof shall be equal to the Maximum Rate for shares
of such series; or
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(iii) if all of the Outstanding shares of such Series
are subject to Submitted Hold Orders, that the Applicable Rate for all
shares of such Series for the next succeeding Dividend Period thereof
shall be the All Hold Rate.
5. Acceptance and Rejection of Submitted Bids and Submitted Sell Orders
and Allocation. Existing Holders shall continue to hold the AMPS that are
subject to Submitted Hold Orders, and, based on the determinations made pursuant
to paragraph (a) of Section 4 of this Part II, the Submitted Bids and Submitted
Sell Orders shall be accepted or rejected by the Auction Agent and the Auction
Agent shall take such other action as set forth below:
(a) If Sufficient Clearing Bids for shares of a Series of AMPS
have been made, all Submitted Sell Orders with respect to shares of such Series
shall be accepted and, subject to the provisions of paragraphs (d) and (e) of
this Section 5, Submitted Bids with respect to shares of such Series shall be
accepted or rejected as follows in the following order of priority and all other
Submitted Bids with respect to shares of such Series shall be rejected:
(i) Existing Holders' Submitted Bids for shares of
such series specifying any rate that is higher than the Winning Bid
Rate for shares of such Series shall be accepted, thus requiring each
such Existing Holder to sell the AMPS subject to such Submitted Bids;
(ii) Existing Holders' Submitted Bids for shares of
such series specifying any rate that is lower than the Winning Bid Rate
for shares of such Series shall be rejected, thus entitling each such
Existing Holder to continue to hold the AMPS subject to such Submitted
Bids;
(iii) Potential Holders' Submitted Bids for shares of
such series specifying any rate that is lower than the Winning Bid Rate
for shares of such Series shall be accepted;
(iv) each Existing Holder's Submitted Bid for shares
of such series specifying a rate that is equal to the Winning Bid Rate
for shares of such Series shall be rejected, thus entitling such
Existing Holder to continue to hold the AMPS subject to such Submitted
Bid, unless the number of Outstanding AMPS subject to all such
Submitted Bids shall be greater than the number of AMPS ("remaining
shares") in the excess of the Available AMPS of such Series over the
number of AMPS subject to Submitted Bids described in clauses (ii) and
(iii) of this paragraph (a), in which event such Submitted Bid of such
Existing Holder shall be rejected in part, and such Existing Holder
shall be entitled to continue to hold AMPS subject to such Submitted
Bid, but only in an amount equal to the AMPS of such Series obtained by
multiplying the number of remaining shares by a fraction, the numerator
of which shall be the number of Outstanding AMPS held by such Existing
Holder subject to such Submitted Bid and the denominator of which shall
be the aggregate number of Outstanding AMPS subject to such Submitted
Bids made by all such Existing Holders that specified a rate equal to
the Winning Bid Rate for shares of such series; and
(v) each Potential Holder's Submitted Bid for
shares of such series specifying a rate that is equal to the Winning
Bid Rate for shares of such Series shall be accepted but only in an
amount equal to the number of shares of such Series obtained by
multiplying the number of shares in the excess of the Available AMPS of
such Series over the number of AMPS subject to Submitted Bids described
in clauses (ii) through (iv) of this paragraph (a) by a fraction, the
numerator of which shall be the number of Outstanding AMPS subject to
such Submitted Bid and the denominator of which shall be the aggregate
number of Outstanding AMPS subject to such Submitted Bids made by all
such Potential Holders that specified a rate equal to the Winning Bid
Rate for shares of such series.
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(b) If Sufficient Clearing Bids for shares of a Series of AMPS
have not been made (other than because all of the Outstanding shares of such
series are subject to Submitted Hold Orders), subject to the provisions of
paragraph (d) of this Section 5, Submitted Orders for shares of such series
shall be accepted or rejected as follows in the following order of priority and
all other Submitted Bids for shares of such Series shall be rejected:
(i) Existing Holders' Submitted Bids for shares of
such series specifying any rate that is equal to or lower than the
Maximum Rate for shares of such Series shall be rejected, thus
entitling such Existing Holders to continue to hold the AMPS subject to
such Submitted Bids;
(ii) Potential Holders' Submitted Bids for shares of
such series specifying any rate that is equal to or lower than the
Maximum Rate for shares of such Series shall be accepted; and
(iii) each Existing Holder's Submitted Bid for shares
of such series specifying any rate that is higher than the Maximum Rate
for shares of such Series and the Submitted Sell Orders for shares of
such Series of each Existing Holder shall be accepted, thus entitling
each Existing Holder that submitted or on whose behalf was submitted
any such Submitted Bid or Submitted Sell Order to sell the shares of
such Series subject to such Submitted Bid or Submitted Sell Order, but
in both cases only in an amount equal to the number of shares of such
Series obtained by multiplying the number of shares of such Series
subject to Submitted Bids described in clause (ii) of this paragraph
(b) by a fraction, the numerator of which shall be the number of
Outstanding shares of such Series held by such Existing Holder subject
to such Submitted Bid or Submitted Sell Order and the denominator of
which shall be the aggregate number of Outstanding shares of such
Series subject to all such Submitted Bids and Submitted Sell Orders.
(c) If all of the Outstanding shares of a Series of AMPS are
subject to Submitted Hold Orders, all Submitted Bids for shares of such Series
shall be rejected.
(d) If, as a result of the procedures described in clause (iv)
or (v) of paragraph (a) or clause (iii) of paragraph (b) of this Section 5, any
Existing Holder would be entitled or required to sell, or any Potential Holder
would be entitled or required to purchase, a fraction of a share of a Series of
AMPS on any Auction Date, the Auction Agent shall, in such manner as it shall
determine in its sole discretion, round up or down the number of AMPS of such
Series to be purchased or sold by any Existing Holder or Potential Holder on
such Auction Date as a result of such procedures so that the number of shares so
purchased or sold by each Existing Holder or Potential Holder on such Auction
Date shall be whole shares of a Series of AMPS.
(e) If, as a result of the procedures described in clause (v)
of paragraph (a) of this Section 5 any Potential Holder would be entitled or
required to purchase less than a whole share of a Series of AMPS on any Auction
Date, the Auction Agent shall, in such manner as it shall determine in its sole
discretion, allocate AMPS of such Series for purchase among Potential Holders so
that only whole AMPS of such Series are purchased on such Auction Date as a
result of such procedures by any Potential Holder, even if such allocation
results in one or more Potential Holders not purchasing AMPS of such Series on
such Auction Date.
(f) Based on the results of each Auction for shares of a
Series of AMPS, the Auction Agent shall determine the aggregate number of shares
of such Series to be purchased and the aggregate number of shares of such Series
to be sold by Potential Holders and Existing Holders and, with respect to
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each Potential Holder and Existing Holder, to the extent that such aggregate
number of shares to be purchased and such aggregate number of shares to be sold
differ, determine to which other Potential Holder(s) or Existing Holder(s) they
shall deliver, or from which other Potential Holder(s) or Existing Holder(s)
they shall receive, as the case may be, AMPS of such Series. Notwithstanding any
provision of the Auction Procedures or the Settlement Procedures to the
contrary, in the event an Existing Holder or Beneficial Owner of shares of a
Series of AMPS with respect to whom a Broker-Dealer submitted a Bid to the
Auction Agent for such shares that was accepted in whole or in part, or
submitted or is deemed to have submitted a Sell Order for such shares that was
accepted in whole or in part, fails to instruct its Agent Member to deliver such
shares against payment therefor, partial deliveries of AMPS that have been made
in respect of Potential Holders' or Potential Beneficial Owners' Submitted Bids
for shares of such Series that have been accepted in whole or in part shall
constitute good delivery to such Potential Holders and Potential Beneficial
Owners.
(g) Neither the Trust nor the Auction Agent nor any affiliate
of either shall have any responsibility or liability with respect to the failure
of an Existing Holder, a Potential Holder, a Beneficial Owner, a Potential
Beneficial Owner or its respective Agent Member to deliver AMPS of any Series or
to pay for AMPS of any Series sold or purchased pursuant to the Auction
Procedures or otherwise.
6. Transfer of AMPS. Unless otherwise permitted by the Trust, a
Beneficial Owner or an Existing Holder may sell, transfer or otherwise dispose
of AMPS only in whole shares and only pursuant to a Bid or Sell Order placed
with the Auction Agent in accordance with the procedures described in this Part
II or to a Broker-Dealer; provided, however, that (a) a sale, transfer or other
disposition of AMPS from a customer of a Broker-Dealer who is listed on the
records of that Broker-Dealer as the holder of such shares to that Broker-Dealer
or another customer of that Broker-Dealer shall not be deemed to be a sale,
transfer or other disposition for purposes of this Section 6 if such
Broker-Dealer remains the Existing Holder of the shares so sold, transferred or
disposed of immediately after such sale, transfer or disposition and (b) in the
case of all transfers other than pursuant to Auctions, the Broker-Dealer (or
other Person, if permitted by the Trust) to whom such transfer is made shall
advise the Auction Agent of such transfer.
[Remainder of page left blank]
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IN WITNESS WHEREOF, CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
has caused these presents to be signed in its name and on its behalf by its
Secretary and witnessed by its Assistant Secretary as of this ____ day of
November, 2003.
CALAMOS CONVERTIBLE OPPORTUNITIES
AND INCOME FUND
By:_____________________________________
Name: James S. Hamman, Jr.
Title: Secretary
WITNESS:
By:______________________________________
Name: Ian J. McPheron
Title: Assistant Secretary
A-49
APPENDIX B -- DESCRIPTION OF RATINGS(1)
MOODY'S PRIME RATING SYSTEM
Moody's short-term ratings are opinions of the ability of issuers to
honor senior financial obligations and contracts. Such obligations generally
have an original maturity not exceeding one year, unless explicitly noted.
Moody's employs the following designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:
PRIME-1: Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short-term debt obligations. Prime-1
repayment ability will often be evidenced by many of the following
characteristics:
Leading market positions in well-established industries. High rates of
return on funds employed. Conservative capitalization structure with moderate
reliance on debt and ample asset protection. Broad margins in earnings coverage
of fixed financial charges and high internal cash generation. Well-established
access to a range of financial markets and assured sources of alternate
liquidity.
PRIME-2: Issuers (or supporting institutions) rated Prime-2 have a
strong ability to repay senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation than is the case for Prime-1 securities. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.
PRIME-3: Issuers (or supporting institutions) rated Prime-3 have an
acceptable ability for repayment of senior short-term obligations. The effect of
industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt-protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.
NOT PRIME: Issuers rated Not Prime do not fall within any of the Prime
rating categories.
In addition, in certain countries the prime rating may be modified by
the issuer's or guarantor's senior unsecured long-term debt rating.
MOODY'S DEBT RATINGS
Aaa: Bonds and preferred stock which are rated Aaa are judged to be of
the best quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edged." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.
Aa: Bonds and preferred stock which are rated Aa are judged to be of
high quality by all standards. Together with the Aaa group they comprise what
are generally known as high-grade bonds.
------------------
(1) The ratings indicated herein are believed to be the most recent ratings
available at the date of this prospectus for the securities listed. Ratings are
generally given to securities at the time of issuance. While the rating agencies
may from time to time revise such ratings, they undertake no obligation to do
so, and the ratings indicated do not necessarily represent ratings which will be
given to these securities on the date of the fund's fiscal year-end.
B-1
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risk in Aa-rated securities appear somewhat larger than those
securities rated Aaa.
A: Bonds and preferred stock which are rated A possess many favorable
investment attributes and are to be considered as upper-medium-grade
obligations. Factors giving security to principal and interest are considered
adequate, but elements may be present which suggest a susceptibility to
impairment some time in the future.
Baa: Bonds and preferred stock which are rated Baa are considered as
medium-grade obligations (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well.
Ba: Bonds and preferred stock which are rated Ba are judged to have
speculative elements; their future cannot be considered as well-assured. Often
the protection of interest and principal payments may be very moderate, and
thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.
B: Bonds and preferred stock which are rated B generally lack
characteristics of the desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any long period
of time may be small.
Caa: Bonds and preferred stock which are rated Caa are of poor
standing. Such issues may be in default or there may be present elements of
danger with respect to principal or interest.
Ca: Bonds and preferred stock which are rated Ca represent obligations
which are speculative in a high degree. Such issues are often in default or have
other marked shortcomings.
C: Bonds and preferred stock which are rated C are the lowest rated
class of bonds, and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.
Moody's assigns ratings to individual debt securities issued from
medium-term note (MTN) programs, in addition to indicating ratings to MTN
programs themselves. Notes issued under MTN programs with such indicated ratings
are rated at issuance at the rating applicable to all pari passu notes issued
under the same program, at the program's relevant indicated rating, provided
such notes do not exhibit any of the characteristics listed below. For notes
with any of the following characteristics, the rating of the individual note may
differ from the indicated rating of the program:
1) Notes containing features which link the cash flow and/or
market value to the credit performance of any third party or
parties.
2) Notes allowing for negative coupons, or negative principal.
3) Notes containing any provision which could obligate the
investor to make any additional payments.
Market participants must determine whether any particular note is
rated, and if so, at what rating level.
B-2
Note: Moody's applies numerical modifiers 1, 2, and 3 in each generic
rating classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the modifier
2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category.
STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS
A-1: A short-term obligation rated A-1 is rated in the highest category
by Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.
A-2: A short-term obligation rated A-2 is somewhat more susceptible to
the adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.
A-3: A short-term obligation rated A-3 exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.
B: A short-term obligation rated B is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.
C: A short-term obligation rated C is currently vulnerable to
nonpayment and is dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitment on the obligation.
D: A short-term obligation rated D is in payment default. The D rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The D rating
also will be used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.
STANDARD & POOR'S LONG-TERM ISSUE CREDIT RATINGS
Issue credit ratings are based, in varying degrees, on the following
considerations:
- Likelihood of payment-capacity and willingness of the obligor to
meet its financial commitment on an obligation in accordance with
the terms of the obligation;
- Nature of and provisions of the obligation;
- Protection afforded by, and relative position of, the obligation
in the event of bankruptcy, reorganization, or other arrangement
under the laws of bankruptcy and other laws affecting creditors'
rights.
The issue rating definitions are expressed in terms of default risk. As
such, they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority in
bankruptcy, as noted above. (Such differentiation applies when an entity has
both senior and subordinated obligations, secured and unsecured obligations, or
operating company and holding
B-3
company obligations.) Accordingly, in the case of junior debt, the rating may
not conform exactly with the category definition.
AAA: An obligation rated AAA has the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is extremely strong.
AA: An obligation rated AA differs from the highest rated obligations
only in small degree. The obligor's capacity to meet its financial commitment on
the obligation is very strong.
A: An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in
higher rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.
BBB: An obligation rated BBB exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.
Obligations rated BB, B, CCC, CC, and C are regarded as having
significant speculative characteristics. BB indicates the least degree of
speculation and C the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.
BB: An obligation rated BB is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.
B: An obligation rated B is more vulnerable to nonpayment than
obligations rated BB, but the obligor currently has the capacity to meet its
financial commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.
CCC: An obligation rated CCC is currently vulnerable to nonpayment, and
is dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.
CC: An obligation rated CC is currently highly vulnerable to
nonpayment.
C: A subordinated debt or preferred stock obligation rated C is
CURRENTLY HIGHLY VULNERABLE to nonpayment. The C rating may be used to cover a
situation where a bankruptcy petition has been filed or similar action taken,
but payments on this obligation are being continued. A C also will be assigned
to a preferred stock issue in arrears on dividends or sinking fund payments, but
that is currently paying.
D: An obligation rated D is in payment default. The D rating category
is used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.
B-4
PLUS (+) OR MINUS (-): The ratings from AA to CCC may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.
r: This symbol is attached to the ratings of instruments with
significant noncredit risks. It highlights risks to principal or volatility of
expected returns which are not addressed in the credit rating.
N.R.: This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that Standard & Poor's
does not rate a particular obligation as a matter of policy.
LOCAL CURRENCY AND FOREIGN CURRENCY RISKS
Country risk considerations are a standard part of Standard & Poor's
analysis for credit ratings on any issuer or issue. Currency of repayment is a
key factor in this analysis. An obligor's capacity to repay foreign currency
obligations may be lower than its capacity to repay obligations in its local
currency due to the sovereign government's own relatively lower capacity to
repay external versus domestic debt. These sovereign risk considerations are
incorporated in the debt ratings assigned to specific issues. Foreign currency
issuer ratings are also distinguished from local currency issuer ratings to
identify those instances where sovereign risks make them different for the same
issuer.
B-5