EXHIBIT a.2



                              CERTIFICATE OF TRUST

                                       OF

                    CALAMOS CONVERTIBLE AND HIGH INCOME FUND

         The undersigned, constituting the sole member of the Board of Trustees
of the Calamos Convertible and High Income Fund (the "Trust"), in order to form
a Delaware statutory trust pursuant to Section 3810 of the Delaware Statutory
Trust Act, hereby certifies the following:

         1. The name of the Delaware statutory trust is Calamos Convertible and
High Income Fund.

         2. Prior to the issuance of beneficial interests, the Trust will become
a registered investment company under the Investment Company Act of 1940, as
amended.

         3. Notice is hereby given that pursuant to Section 3804 of the Delaware
Statutory Trust Act, the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular series of the
Trust shall be enforceable against the assets of such series only and not
against the assets of the Trust generally or any other series thereof, and,
unless otherwise provided in the governing instrument of the Trust, none of the
debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to the Trust generally or any other series
thereof shall be enforceable against the assets of such series.

         4. The registered office of the Trust in Delaware is c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

         5. The registered agent for service of process on the Trust is The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

         6. This Certificate of Trust shall be effective on the date it is filed
with the Office of the Delaware Secretary of State.

         IN WITNESS WHEREOF, the undersigned Trustee of the Trust has executed
this Certificate as of the 12th day of March, 2003.




                                     s/ John P. Calamos
                                     ----------------------------
                                     John P. Calamos
                                     Trustee