N-CSR

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

INVESTMENT COMPANY ACT FILE NUMBER: 811-21484

EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: Calamos Strategic Total Return Fund

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES:	2020 Calamos Court, Naperville,
	Illinois 60563-2787
NAME AND ADDRESS OF AGENT FOR SERVICE:	John P. Calamos, Sr., President
	Calamos Advisors LLC
	2020 Calamos Court
	Naperville, Illinois
	60563-2787

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 245-7200

DATE OF FISCAL YEAR END: October 31, 2010

DATE OF REPORTING PERIOD: November 1, 2009 through October 31, 2010

ITEM 1.   REPORTS TO SHAREHOLDERS

Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270. 30e-1).

TABLE OF CONTENTS

Letter to Shareholders	1
The Calamos Closed-End Funds: An Overview	4
Investment Team Discussion	5
Schedule of Investments	8
Statement of Assets and Liabilities	15
Statement of Operations	16
Statements of Changes In Net Assets	17
Statement of Cash Flows	18
Notes to Financial Statements	19
Financial Highlights	27
Report of Independent Registered Public Accounting Firm	28
Trustee Approval of Management Agreement	29
Tax Information	31
Trustees & Officers	32
About Closed-End Funds	34
Level Rate Distribution Policy	35
Automatic Dividend Reinvestment Plan	35
The Calamos Investments Advantage	37

Experience and Foresight

About Calamos Investments
For more than 30 years, we have helped investors like you manage and build wealth to meet their long-term individual objectives by working to capitalize on the opportunities of the evolving global marketplace. We launched our first open-end mutual fund in 1985 and our first closed-end fund in 2002. Today, we manage five closed-end funds. Three are enhanced fixed-income offerings, which pursue high current income from income and capital gains. Two are total-return oriented offerings, which seek current income, with increased emphasis on capital gains potential. Calamos Strategic Total Return Fund (CSQ), falls into this category. Please see page 4 for a more detailed overview of our closed-end offerings.

We are dedicated to helping our clients build and protect wealth. We understand when you entrust us with your assets, you also entrust us with your achievements, goals and aspirations. We believe we best honor this trust by making investment decisions guided by integrity, by discipline, and by our conscientious research.

We believe that an active, risk-conscious approach is essential for wealth creation. In the 1970s, we pioneered low-volatility equity strategies, which seek to participate in equity market upside and mitigate some of the potential risks of equity market volatility. Our investment process seeks to manage risk at multiple levels and draws upon our experience investing through multiple market cycles.

We have a global perspective. We believe that globalization offers tremendous opportunities for countries and companies all over the world. In our view, this creates significant opportunities for investors. In our U.S., global and international portfolios, we are seeking to capitalize on the potential growth of the global economy.

We believe there are opportunities in all markets. Our history traces back to the 1970s, a period of significant volatility and economic concerns. We have invested through multiple market cycles, each with its own challenges. Out of this experience comes our belief that the flipside of volatility is opportunity.

Letter to Shareholders

JOHN P. CALAMOS, SR.

Chairman, CEO/Co-CIO

Dear Fellow Shareholder:

Welcome to your annual report for the year ended October 31, 2010. On behalf of the team here at Calamos, I appreciate the opportunity to correspond with you. I invite you to review this report, which includes market commentary and other insights from the investment team. This report also includes a listing of portfolio holdings, financial data and highlights, as well as detailed information about the performance and asset allocation of your Fund.

As we will discuss at greater length in the commentary beginning on page 5, the Fund provided a steady stream of monthly distributions, as well as a total return that outpaced the broad equity market, as represented by the S&P 500 Index, a broad measure of the U.S. stock market. We believe that this speaks to the merits of our innovative risk-conscious approach to pursuing total return and income—particularly given the persistently low interest rates in many areas of the fixed-income market.

CSQ provided a steady distribution stream and gained more than the S&P 500 Index during the reporting period. To us, this demonstrates the benefits of including income-oriented total return strategy within a long-term asset allocation.

A Focus on Steady Distributions

In this Fund, we employ a level rate distribution policy. This means that we endeavor to keep distributions consistent from month to month. We do this because we understand that many of our investors may prefer a steady stream of distributions, rather than distributions that fluctuate monthly. We therefore take a longer-term approach to setting the monthly distribution rate. We and the Fund’s Board of Trustees are steadfast in our commitment to providing a distribution that we believe is sustainable over the long term. We monitor the investment environment on an ongoing basis to ensure that the distribution rate is appropriate given the market opportunity.

Our Use of Leverage

We believe that this is an environment that is conducive to the prudent use of leverage, as a means of enhancing total return and supporting the Fund’s distribution rate. During the period, our use of leverage enhanced returns. We were able to borrow at attractive rates,

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 1

Letter to Shareholders

invest the proceeds and achieve a greater return than the cost of leverage. We intend to judiciously use leverage, provided that we believe it will benefit shareholders.

The Economic and Market Environment

The S&P 500 Index posted a strong return of 16.52% during the year. Convertible securities and high-yield bonds joined equity markets in their advance over the reporting period. Convertible securities gained 20.66%, as measured by the BofA ML All U.S. Convertibles Ex-Mandatory Index, while the Credit Suisse High Yield Index gained 18.47%. Within the convertible market, valuations continued to improve alongside a rising equity market, but remain attractive on the whole. In the high-yield market, investors’ thirst for yield in a global low interest rate environment has helped elevate prices, as has a massive amount of new issuance, strong corporate results and the slowing pace of defaults. Against this backdrop, the lowest-quality issues performed with particular strength. We, however, believe that a more prudent approach is appropriate given our long-term focus and the potential for slower economic recovery. We intend to continue with our more conservative credit selection process.

Although the equity, high-yield and convertible markets posted solid gains, the annual period was also notable for its volatility. Investors focused on economic concerns in European markets, such as Greece, and the potential for ripple effects across other economies. Unemployment and a slower economic recovery in the U.S. also remained at the forefront of investors’ considerations, as did the potential impact of health care legislation, stimulus spending, the deficit, additional quantitative easing (the practice of printing more money to stimulate spending), the election cycle and tax policy.

Yet, there were many positive developments. We have seen encouraging signs of global rebalancing: rebounding global trade, an increase in consumption and growth from emerging markets, and increased exports and deleveraging from developed markets. We’ve also seen a significant recovery in the velocity of money in the U.S. (a key measure of how rapidly money is flowing through the economy and a gauge of economic activity).

Staying Focused On Opportunity

I often have the privilege of speaking with investors in our funds, and I know that uncertainty and volatility are never comfortable. However, I have been investing for more than 40 years, first for my family and then for my clients. In all these years, I have yet to see a “normal” environment. To me, what this means is that volatility and uncertainty aren’t reasons for staying on the sidelines—they are instead reasons for taking a risk-conscious, thorough and long-term approach, which is what the investment team at Calamos does. As we assess the current environment, our team continues to find attractively valued securities. In particular, valuations in larger-capitalization growth-oriented stocks are more attractive than I’ve seen in more than 20 years.

2 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

Letter to Shareholders

The Importance of Global Perspective

We believe that investors should think more globally than ever before. Our investment team is extremely excited about the investment potential that globalization has created. While we are seeing more moderate growth in the U.S. economy, more rapid growth is occurring elsewhere, particularly in some of the developing markets, such as India and China. There are many powerful secular trends that we believe will drive global growth in decades to come. One of the most far-reaching is the growth of a middle class in developing markets. This mega-trend has tremendous implications for infrastructure building, and consumer spending, among other factors. The growth in global economies is something that all countries can participate in, including U.S. companies.

In this Fund, we are emphasizing U.S. companies with global strategies and geographically diversified revenues to take advantage of a growing global economy. We are also emphasizing companies with reliable debt servicing, respectable balance sheets and prospects for sustainable growth. We utilize exacting proprietary credit research to balance risk and reward considerations.

We hope this report provides you a meaningful update about your investment in CSQ. If you would like any information about the Fund or our other closed-end offerings, please contact your financial advisor or our client services team at 800.582.6959 (Monday through Friday from 8:00 a.m. to 6:00 p.m., Central Time). You can also visit us at www.calamos.com.

We are honored that you have chosen Calamos to help you achieve your investment goals. We look forward to serving your needs in the years to come.

Sincerely,

John P. Calamos, Sr.
Chairman, CEO and Co-CIO
Calamos Advisors LLC

This report is for informational purposes only and should not be considered investment advice.

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 3

The Calamos Closed-End Funds: An Overview

In our closed-end funds, we draw upon decades of investment experience, including a long history of opportunistically blending asset classes in an attempt to capture upside potential while managing downside risk. We launched our first closed-end fund in 2002.

Closed-end funds are long-term investments. Most focus on providing monthly distributions, but there are important differences among individual closed-end funds. Calamos closed-end funds can be grouped into two broad categories: (1) enhanced fixed income and (2) total return. Funds in both groups provide a stream of income paid out on a monthly basis and invest in a combination of asset classes.

OBJECTIVE: ENHANCED FIXED INCOME	OBJECTIVE: TOTAL RETURN
Portfolios Positioned to Pursue High Current Income from Income and Capital Gains	Portfolios Positioned to Seek Current Income, with Increased Emphasis on Capital Gains Potential
Calamos Convertible Opportunities and Income Fund (Ticker: CHI)	Calamos Global Total Return Fund (Ticker: CGO)
Invests in high-yield and convertible securities, primarily in U.S. markets	Invests in equities and higher-yielding convertible securities and corporate bonds, in both U.S. and non-U.S. markets
Calamos Convertible and High Income Fund (Ticker: CHY)	Calamos Strategic Total Return Fund (Ticker: CSQ)
Invests in high-yield and convertible securities, primarily in U.S. markets	Invests in equities and higher-yielding convertible securities and corporate bonds, primarily in U.S. markets
Calamos Global Dynamic Income Fund (Ticker: CHW)
Invests in global fixed-income securities, alternative in	vestments and equities

Our Level Rate Distribution Policy

Investors often choose a closed-end fund because they seek a steady stream of income. In recognition of this, all five Calamos closed-end funds have adopted a level distribution policy. Our policy is to pay a distribution reflective of the funds’ past results and projected earnings potential through income as well as capital gains. Our team is focused on delivering an attractive monthly distribution, while maintaining a long-term focus on risk management. The level of the funds’ distributions can be greatly influenced by market conditions, including the interest rate environment. The funds’ distributions will depend on the individual performance of positions the funds hold, our view of the benefits of retaining leverage, fund tax considerations, and maintaining regulatory requirements.

For more information about any of these funds, we encourage you to contact your financial advisor or Calamos Investments at 800.582.6959 (Monday through Friday from 8:00 a.m. to 6:00 p.m., Central Time). You can also visit us at www.calamos.com.

For more information on our level rate distribution policy, please see page 35.

4 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

Investment Team Discussion

TOTAL RETURN* AS OF 10/31/10
Common Shares – Inception 3/26/04
				Since
	1 Year			Inception**
On Market Price		20.13	%		0.98	%
On NAV		17.61	%		3.63	%

*Total return measures net investment income and net realized gain or loss from portfolio investments, and change in net unrealized appreciation or depreciation, assuming reinvestment of income and net realized gains distributions.

**Annualized since inception.

SECTOR WEIGHTINGS
Energy	16.2	%
Information Technology	14.2
Health Care	13.8
Industrials	10.7
Consumer Discretionary	9.2
Consumer Staples	8.8
Materials	8.5
Financials	7.8
Telecommunication Services	5.6
Utilities	0.9

Sector Weightings are based on managed assets and may vary over time. Sector Weightings exclude any government/sovereign bonds or options on broad market indexes the portfolio may hold.

STRATEGIC TOTAL RETURN FUND

INVESTMENT TEAM DISCUSSION

The Calamos Investment Management Team, led by Co-Chief Investment Officers John P. Calamos, Sr. and Nick P. Calamos, CFA, discusses the Fund’s performance, strategy and positioning during the one-year period ended October 31, 2010.

Q. Before discussing the performance of the Fund during the one-year period, please provide an overview of its strategy and role within an asset allocation.

A. Calamos Strategic Total Return Fund (CSQ) is a total return oriented offering that seeks to provide a steady stream of income paid out on a monthly basis. We invest in a diversified portfolio of equities, convertible securities and high-yield securities. The allocation to each asset class is dynamic, and reflects our view of the economic landscape as well as the potential of individual securities. By combining these asset classes, we believe that we are well positioned to generate capital gains as well as income. The broader range of security types also provides us with increased opportunities to manage the risk and reward characteristics of the portfolio over full market cycles. Through this approach, we seek to offer investors not only an attractive monthly distribution, but a more defensive approach to equity participation.

While we invest primarily in securities of U.S. issuers, we favor those companies that are actively participating in globalization, with geographically diversified revenue streams and global business strategies. We emphasize companies with reliable debt servicing, respectable balance sheets and good prospects for sustainable growth.

Q. How did the Fund perform during the reporting period?

A. CSQ gained 17.61% on a net asset value (NAV) basis for the one-year period ended October 31, 2010. On a market price basis, the Fund returned 20.13%. The Fund’s returns surpassed the broad equity market, as measured by the S&P 500 Index, up 16.52%.

Q. Did the Fund provide steady distributions during the annual period?

A. The Fund provided shareholders with a steady distribution stream, with monthly distributions of $0.0525. The Fund’s current annualized distribution rate was 6.95% of market price as of the close of the reporting period.

SINCE INCEPTION MARKET PRICE AND NAV HISTORY THROUGH 10/31/10

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 5

Investment Team Discussion

We believe that this distribution level and rate are very competitive, given the broader economic and market conditions. Indeed, during the reporting period, very low interest rates and yields remained the norm throughout much of the marketplace. As of the close of the reporting period, the dividend yield of the stocks in the S&P 500 Index was roughly 1.9%, on average. Ten-year U.S. Treasury bonds yielded 2.6% and 30-Year U.S. Treasury bonds yielded 4.0%.

Additionally, we would note that under its level rate distribution policy, the Fund distributes income and short-term capital gains on a monthly basis and long-term capital gains at the Fund’s fiscal year end and calendar year end. The Fund had capital loss carry forwards from the previous fiscal year, which were offset against a portion of gains. As a result, these gains were not available to be distributed during the current fiscal year.

Q. What is the difference between market return and NAV return?

A. Closed-end funds trade on exchanges, where the price of shares may be driven by factors other than the value of the underlying securities. The price of a share in the market is called market value. Market price may be influenced by factors unrelated to the performance of the Fund’s holdings, such as investor sentiment.

We believe that closed-end funds are best viewed as part of a long-term asset allocation strategy. In terms of assessing the performance of a closed-end fund, we believe that NAV returns are the more relevant measure. The Fund’s NAV return measures the gains or losses of the individual securities in the Fund’s portfolio. NAV return is a measure of the investment manager’s ability to capitalize on market opportunities.

Q. As of the close of the period, the Fund traded at a discount of 11.78%. How do you believe investors should view this discount?

A. When a fund is trading at a discount, it means that its market share price is less than its NAV share price. As we discussed, the price of a share may be affected by factors other than the performance of the Fund’s holdings. For long-term investors, a discount could be viewed as a buying opportunity because a discount provides investors with an opportunity to buy shares at a price that is lower than the fair value of the portfolio, as measured by the Fund’s NAV.

Q. What were some of the most important factors influencing performance during the period?

A. As investors sought income in a low-rate environment, the Fund benefited from its stakes in high yield bonds and convertible securities as spreads compressed, driving prices up. However, this appetite for yield led investors to favor the most speculative tiers in the convertible and high yield securities markets. We, however, believe that income considerations must be measured against default risk, and that this analysis must be particularly rigorous in an economic environment where challenges still remain. Our goal is to invest in securities that provide a yield or distribution, while offering good prospects for longer-term total return. Given these considerations, the Fund was significantly underweighted in the lowest-quality issues that led in the convertible and high yield market. As long-term and risk-conscious investors, we believe that this positioning is appropriate in the current environment.

Turning to sector- and security-level influences, our positioning within the financials sector enhanced performance relative to the broad equity market, as represented by the

6 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

Investment Team Discussion

S&P 500 Index. Both an underweighting relative to the overall market and good investment selection within the sector proved advantageous. We remain cautious about the sector, given the potential risks that may remain in individual companies and our concerns around deleveraging and new regulations. Returns were also enhanced by our security selection within the health care sector. In contrast, an underweight position and security selection within industrials hampered performance, as did overall security selection decisions within the Fund’s consumer discretionary stake.

Q. What is your outlook for the Fund?

A. We believe that CSQ is well positioned for the road ahead and remains a compelling choice for investors seeking income, total return and a more defensive approach for equity market participation. While we believe that the Fund’s multi-asset class approach is beneficial throughout market cycles, we believe it may be particularly important now. Unlike funds that invest in one type of fixed income security to generate income—for example, U.S. Treasurys or municipal bonds—this Fund has more sources to draw from for income potential. Moreover, the Fund’s investments in high-yield and convertible securities may be less sensitive to interest-rate increases compared to Treasury issues. We believe that this will be essential, given our concerns about the impact that quantitative easing and government debt build-up could have on the Treasury market.

Using our highly selective approach, we continue to find attractive opportunities in the equity, convertible and fixed income markets. We believe that our risk-conscious approach will serve the Fund in good stead—including our emphasis on companies with respectable balance sheets, good business strategies and where possible, globally diversified revenues.

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 7

Schedule of Investments October 31, 2010

PRINCIPAL
AMOUNT				VALUE
CORPORATE BONDS (30.3%)
			Consumer Discretionary (6.1%)
	14,688,000		DISH Network Corp. 7.125%, 02/01/16	$	15,642,721
	14,214,000		General Motors Corp.** 7.200%, 01/15/11		5,010,435
	16,110,000		Hanesbrands, Inc.‡ 4.121%, 12/15/14		16,150,275
	6,823,000		Jarden Corp. 7.500%, 05/01/17		7,292,081
	3,073,000		Kellwood Company 7.625%, 10/15/17		1,628,690
	4,738,000		Liberty Media Corp. 8.250%, 02/01/30		4,767,613
	3,317,000		Live Nation Entertainment, Inc.* 8.125%, 05/15/18		3,433,095
	4,629,000		MGM Resorts International 7.500%, 06/01/16		4,142,955
	7,012,000		NetFlix, Inc. 8.500%, 11/15/17		7,888,500
			Royal Caribbean Cruises, Ltd.
	12,319,000		7.500%, 10/15/27		12,411,392
	4,359,000		7.250%, 06/15/16		4,773,105
	8,529,000		Service Corp. International 6.750%, 04/01/16		9,030,079
	2,369,000	GBP	Warner Music Group Corp. 8.125%, 04/15/14		3,568,211
	1,658,000		Wynn Las Vegas, LLC* 7.750%, 08/15/20		1,807,220
					97,546,372
			Consumer Staples (2.3%)
	11,135,000		Chiquita Brands International, Inc. 7.500%, 11/01/14		11,357,700
	1,294,000		Del Monte Foods Company 7.500%, 10/15/19		1,426,635
	8,529,000		NBTY, Inc. 7.125%, 10/01/15		8,784,870
	14,214,000		Smithfield Foods, Inc. 7.750%, 07/01/17		14,622,653
					36,191,858
			Energy (4.9%)
	2,402,000		Berry Petroleum Company 8.250%, 11/01/16		2,546,120
	3,790,000		Brigham Exploration Company* 8.750%, 10/01/18		4,112,150
	3,127,000		Complete Production Services, Inc.µ 8.000%, 12/15/16		3,306,803
	7,581,000		Comstock Resources, Inc. 8.375%, 10/15/17		7,884,240
	5,212,000		Concho Resources, Inc.mu 8.625%, 10/01/17		5,668,050
	1,895,000		Dresser-Rand Group, Inc. 7.375%, 11/01/14		1,921,056
	948,000		Frontier Oil Corp. 8.500%, 09/15/16		1,002,510
	2,843,000		GulfMark Offshore, Inc. 7.750%, 07/15/14		2,906,968
	986,000		Holly Corp. 9.875%, 06/15/17		1,084,600
			Mariner Energy, Inc.
	6,633,000		8.000%, 05/15/17		7,362,630
	2,843,000		11.750%, 06/30/16		3,589,287
	4,738,000		Petrohawk Energy Corp. 7.125%, 04/01/12		4,761,690
	2,843,000		Pride International, Inc. 8.500%, 06/15/19		3,464,906
	4,738,000		Superior Energy Services, Inc.µ 6.875%, 06/01/14		4,809,070
			Swift Energy Company
	7,581,000		8.875%, 01/15/20		8,225,385
	6,117,000		7.125%, 06/01/17		6,208,755
	7,384,000		Williams Companies, Inc. 7.750%, 06/15/31		8,267,872
					77,122,092
			Financials (2.6%)
	15,768,000		Leucadia National Corp. 8.125%, 09/15/15		17,285,670
	9,476,000		Nuveen Investments, Inc. 10.500%, 11/15/15		9,949,800
	3,317,000		OMEGA Healthcare Investors, Inc.* 7.500%, 02/15/20		3,590,653
	9,950,000		Senior Housing Properties Trust 8.625%, 01/15/12		10,596,750
					41,422,873
			Health Care (2.9%)
	2,132,000		Bio-Rad Laboratories, Inc. 7.500%, 08/15/13		2,174,640
	4,738,000		Community Health Systems, Inc. 8.875%, 07/15/15		5,081,505
			HealthSouth Corp.
	2,369,000		7.750%, 09/15/22		2,508,179
	1,895,000		7.250%, 10/01/18		1,980,275
			Mylan, Inc.*
	4,738,000		7.875%, 07/15/20		5,306,560
	3,947,000		7.625%, 07/15/17		4,361,435
	3,790,000		Psychiatric Solutions, Inc. 7.750%, 07/15/15		3,960,550
	3,790,000		Talecris Biotherapeutics Holdings Corp. 7.750%, 11/15/16		4,263,750
			Valeant Pharmaceuticals International*
	8,529,000		7.000%, 10/01/20		8,976,773
	1,421,000		6.750%, 10/01/17		1,486,721

8 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT See accompanying Notes to Schedule of Investments

Schedule of Investments October 31, 2010

PRINCIPAL
AMOUNT			VALUE
	5,212,000	Warner Chilcott Company, LLC* 7.750%, 09/15/18	$	5,446,540
				45,546,928
		Industrials (2.8%)
	3,790,000	BE Aerospace, Inc. 8.500%, 07/01/18		4,254,275
	2,132,000	Belden, Inc.µ 7.000%, 03/15/17		2,174,640
	4,738,000	Gardner Denver, Inc. 8.000%, 05/01/13		4,856,450
	4,293,000	H&E Equipment Services, Inc. 8.375%, 07/15/16		4,357,395
		Oshkosh Corp.
	2,274,000	8.500%, 03/01/20		2,529,825
	1,308,000	8.250%, 03/01/17		1,435,530
	4,738,000	Spirit AeroSystems Holdings, Inc. 7.500%, 10/01/17		4,998,590
	3,279,000	SPX Corp. 7.625%, 12/15/14		3,656,085
	1,895,000	Terex Corp. 8.000%, 11/15/17		1,899,738
	5,449,000	Trinity Industries, Inc. 6.500%, 03/15/14		5,598,847
	4,492,000	Triumph Group, Inc. 8.000%, 11/15/17		4,660,450
	4,738,000	WESCO Distribution, Inc. 7.500%, 10/15/17		4,856,450
				45,278,275
		Information Technology (3.0%)
		Advanced Micro Devices, Inc.
	8,529,000	7.750%, 08/01/20*		9,083,385
	4,084,000	8.125%, 12/15/17		4,431,140
		Amkor Technology, Inc.
	15,162,000	9.250%, 06/01/16		16,337,055
	2,843,000	7.375%, 05/01/18*		2,970,935
	3,980,000	Equinix, Inc.µ 8.125%, 03/01/18		4,238,700
	853,000	Fidelity National Information Services, Inc.* 7.875%, 07/15/20		936,167
	1,895,000	Lexmark International, Inc.~ 6.650%, 06/01/18		2,121,070
	7,012,000	Xerox Corp. 8.000%, 02/01/27		7,209,058
				47,327,510
		Materials (2.2%)
	1,895,000	Allegheny Ludlum Corp. 6.950%, 12/15/25		1,953,743
	2,561,000	Nalco Holding Company 8.250%, 05/15/17		2,865,119
	2,881,000	Silgan Holdings, Inc. 7.250%, 08/15/16		3,086,271
		Steel Dynamics, Inc.
	5,847,000	7.750%, 04/15/16		6,270,907
	1,327,000	7.625%, 03/15/20*		1,429,843
		Union Carbide Corp.~
	10,376,000	7.875%, 04/01/23		11,020,557
	8,197,000	7.500%, 06/01/25		8,564,447
				35,190,887
		Telecommunication Services (3.0%)
		Frontier Communications Corp.
	16,773,000	9.000%, 08/15/31µ		18,785,760
	3,601,000	8.250%, 04/15/17		4,123,145
	395,000	MetroPCS Wireless, Inc. 7.875%, 09/01/18		425,613
	13,769,000	Qwest Communications International, Inc.µ 7.750%, 02/15/31		14,388,605
	4,738,000	Syniverse Technologies, Inc. 7.750%, 08/15/13		4,844,605
		Windstream Corp.
	2,843,000	8.625%, 08/01/16		3,034,902
	1,895,000	7.750%, 10/15/20*		2,018,175
				47,620,805
		Utilities (0.5%)
	13,267,000	Energy Future Holdings Corp.~ 10.250%, 11/01/15		8,291,875
		TOTAL CORPORATE BONDS (Cost $473,272,504)		481,539,475
CONVERTIBLE BONDS (13.7%)
		Consumer Discretionary (1.6%)
	7,000,000	General Motors Corp. - Series C** 6.250%, 07/15/33		2,397,500
	1,795,000	Interpublic Group of Companies, Inc. 4.750%, 03/15/23		2,088,931
	15,000,000	Liberty Media Corp. (Time Warner, Inc.)§ 3.125%, 03/30/23		16,912,500
	5,680,000	Liberty Media Corp. (Viacom, CBS Corp. - Class B)§ 3.250%, 03/15/31		3,905,000
				25,303,931
		Energy (0.5%)
	8,290,000	SM Energy Company 3.500%, 04/01/27		8,880,662
		Financials (1.0%)
	15,782,000	Affiliated Managers Group, Inc. 3.950%, 08/15/38		16,650,010
		Industrials (2.7%)
	25,597,000	L-3 Communications Holdings, Inc. 3.000%, 08/01/35		25,852,970

See accompanying Notes to Schedule of Investments CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 9

Schedule of Investments October 31, 2010

PRINCIPAL
AMOUNT				VALUE
	18,000,000		Trinity Industries, Inc. 3.875%, 06/01/36	$	16,852,500
					42,705,470
			Information Technology (5.6%)
	3,250,000	GBP	Autonomy Corp., PLC 3.250%, 03/04/15		5,700,880
	16,000,000		Euronet Worldwide, Inc. 3.500%, 10/15/25		15,820,000
	31,500,000		Intel Corp.µ 2.950%, 12/15/35		31,815,000
	33,900,000		Linear Technology Corp. 3.000%, 05/01/27		35,256,000
					88,591,880
			Materials (2.3%)
	12,500,000		Anglo American, PLC 4.000%, 05/07/14		22,304,867
	9,000,000		AngloGold Ashanti, Ltd. 3.500%, 05/22/14		10,965,096
	2,000,000		Newmont Mining Corp.µ 3.000%, 02/15/12		2,785,000
					36,054,963
			TOTAL CONVERTIBLE BONDS (Cost $226,089,808)		218,186,916
U.S. GOVERNMENT AND AGENCY SECURITIES (1.4%)
			United States Treasury Note~
	13,219,000		0.875%, 04/30/11		13,266,509
	9,713,000		0.875%, 02/28/11		9,736,904
			TOTAL U.S. GOVERNMENT AND AGENCY SECURITIES (Cost $22,997,831)		23,003,413
SOVEREIGN BONDS (1.6%)
			Federal Republic of Brazil
	3,269,000	BRL	10.000%, 01/01/12		19,547,209
	948,000	BRL	10.000%, 01/01/13		5,560,929
			TOTAL SOVEREIGN BONDS (Cost $24,602,641)		25,108,138
SYNTHETIC CONVERTIBLE SECURITIES (2.2%)
Corporate Bonds (1.7%)
			Consumer Discretionary (0.3%)
	812,000		DISH Network Corp. 7.125%, 02/01/16		864,780
	786,000		General Motors Corp.** 7.200%, 01/15/11		277,065
	890,000		Hanesbrands, Inc.‡ 4.121%, 12/15/14		892,225
	377,000		Jarden Corp. 7.500%, 05/01/17		402,919
	170,000		Kellwood Company 7.625%, 10/15/17		90,100
	262,000		Liberty Media Corp. 8.250%, 02/01/30		263,637
	183,000		Live Nation Entertainment, Inc.* 8.125%, 05/15/18		189,405
	256,000		MGM Resorts International 7.500%, 06/01/16		229,120
	388,000		NetFlix, Inc. 8.500%, 11/15/17		436,500
			Royal Caribbean Cruises, Ltd.
	681,000		7.500%, 10/15/27		686,107
	241,000		7.250%, 06/15/16		263,895
	471,000		Service Corp. International 6.750%, 04/01/16		498,671
	131,000	GBP	Warner Music Group Corp. 8.125%, 04/15/14		197,314
	92,000		Wynn Las Vegas, LLC* 7.750%, 08/15/20		100,280
					5,392,018
			Consumer Staples (0.1%)
	615,000		Chiquita Brands International, Inc. 7.500%, 11/01/14		627,300
	71,000		Del Monte Foods Company 7.500%, 10/15/19		78,278
	471,000		NBTY, Inc. 7.125%, 10/01/15		485,130
	786,000		Smithfield Foods, Inc. 7.750%, 07/01/17		808,597
					1,999,305
			Energy (0.3%)
	133,000		Berry Petroleum Company 8.250%, 11/01/16		140,980
	210,000		Brigham Exploration Company* 8.750%, 10/01/18		227,850
	173,000		Complete Production Services, Inc.µ 8.000%, 12/15/16		182,947
	419,000		Comstock Resources, Inc. 8.375%, 10/15/17		435,760
	288,000		Concho Resources, Inc.µ 8.625%, 10/01/17		313,200
	105,000		Dresser-Rand Group, Inc. 7.375%, 11/01/14		106,444
	52,000		Frontier Oil Corp. 8.500%, 09/15/16		54,990
	157,000		GulfMark Offshore, Inc. 7.750%, 07/15/14		160,533
	54,000		Holly Corp. 9.875%, 06/15/17		59,400
			Mariner Energy, Inc.
	367,000		8.000%, 05/15/17		407,370
	157,000		11.750%, 06/30/16		198,212
	262,000		Petrohawk Energy Corp. 7.125%, 04/01/12		263,310

10 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT See accompanying Notes to Schedule of Investments

Schedule of Investments October 31, 2010

PRINCIPAL
AMOUNT			VALUE
	157,000	Pride International, Inc. 8.500%, 06/15/19	$	191,344
	262,000	Superior Energy Services, Inc.µ 6.875%, 06/01/14		265,930
		Swift Energy Company
	419,000	8.875%, 01/15/20		454,615
	338,000	7.125%, 06/01/17		343,070
	408,000	Williams Companies, Inc. 7.750%, 06/15/31		456,838
				4,262,793
		Financials (0.1%)
	872,000	Leucadia National Corp. 8.125%, 09/15/15		955,930
	524,000	Nuveen Investments, Inc. 10.500%, 11/15/15		550,200
	183,000	OMEGA Healthcare Investors, Inc.* 7.500%, 02/15/20		198,098
	550,000	Senior Housing Properties Trust 8.625%, 01/15/12		585,750
				2,289,978
		Health Care (0.2%)
	118,000	Bio-Rad Laboratories, Inc. 7.500%, 08/15/13		120,360
	262,000	Community Health Systems, Inc. 8.875%, 07/15/15		280,995
		HealthSouth Corp.
	131,000	7.750%, 09/15/22		138,696
	105,000	7.250%, 10/01/18		109,725
		Mylan, Inc.*
	262,000	7.875%, 07/15/20		293,440
	218,000	7.625%, 07/15/17		240,890
	210,000	Psychiatric Solutions, Inc. 7.750%, 07/15/15		219,450
	210,000	Talecris Biotherapeutics Holdings Corp. 7.750%, 11/15/16		236,250
		Valeant Pharmaceuticals International*
	471,000	7.000%, 10/01/20		495,727
	79,000	6.750%, 10/01/17		82,654
	288,000	Warner Chilcott Company, LLC* 7.750%, 09/15/18		300,960
				2,519,147
		Industrials (0.2%)
	210,000	BE Aerospace, Inc. 8.500%, 07/01/18		235,725
	118,000	Belden, Inc.µ 7.000%, 03/15/17		120,360
	262,000	Gardner Denver, Inc. 8.000%, 05/01/13		268,550
	237,000	H&E Equipment Services, Inc. 8.375%, 07/15/16		240,555
		Oshkosh Corp.
	126,000	8.500%, 03/01/20		140,175
	72,000	8.250%, 03/01/17		79,020
	262,000	Spirit AeroSystems Holdings, Inc. 7.500%, 10/01/17		276,410
	181,000	SPX Corp. 7.625%, 12/15/14		201,815
	105,000	Terex Corp. 8.000%, 11/15/17		105,263
	301,000	Trinity Industries, Inc. 6.500%, 03/15/14		309,277
	248,000	Triumph Group, Inc. 8.000%, 11/15/17		257,300
	262,000	WESCO Distribution, Inc. 7.500%, 10/15/17		268,550
				2,503,000
		Information Technology (0.2%)
		Advanced Micro Devices, Inc.
	471,000	7.750%, 08/01/20*		501,615
	226,000	8.125%, 12/15/17		245,210
		Amkor Technology, Inc.
	838,000	9.250%, 06/01/16		902,945
	157,000	7.375%, 05/01/18*		164,065
	220,000	Equinix, Inc.µ 8.125%, 03/01/18		234,300
	47,000	Fidelity National Information Services, Inc.* 7.875%, 07/15/20		51,583
	105,000	Lexmark International, Inc.~ 6.650%, 06/01/18		117,526
	388,000	Xerox Corp. 8.000%, 02/01/27		398,904
				2,616,148
		Materials (0.1%)
	105,000	Allegheny Ludlum Corp. 6.950%, 12/15/25		108,255
	142,000	Nalco Holding Company 8.250%, 05/15/17		158,862
	159,000	Silgan Holdings, Inc. 7.250%, 08/15/16		170,329
		Steel Dynamics, Inc.
	323,000	7.750%, 04/15/16		346,417
	73,000	7.625%, 03/15/20*		78,658
		Union Carbide Corp.~
	574,000	7.875%, 04/01/23		609,657
	453,000	7.500%, 06/01/25		473,307
				1,945,485
		Telecommunication Services (0.2%)
		Frontier Communications Corp.
	927,000	9.000%, 08/15/31µ		1,038,240
	199,000	8.250%, 04/15/17		227,855

See accompanying Notes to Schedule of Investments CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 11

Schedule of Investments October 31, 2010

PRINCIPAL
AMOUNT				VALUE
	22,000		MetroPCS Wireless, Inc. 7.875%, 09/01/18	$	23,705
	761,000		Qwest Communications International, Inc.µ 7.750%, 02/15/31		795,245
	262,000		Syniverse Technologies, Inc. 7.750%, 08/15/13		267,895
			Windstream Corp.
	157,000		8.625%, 08/01/16		167,597
	105,000		7.750%, 10/15/20*		111,825
					2,632,362
			Utilities (0.0%)
	733,000		Energy Future Holdings Corp.~ 10.250%, 11/01/15		458,125
			TOTAL CORPORATE BONDS		26,618,361
U.S. Government and Agency Securities (0.1%)
			United States Treasury Note~
	731,000		0.875%, 04/30/11		733,627
	537,000		0.875%, 02/28/11		538,322
			TOTAL U.S. GOVERNMENT AND AGENCY SECURITIES		1,271,949
Sovereign Bonds (0.1%)
			Federal Republic of Brazil
	181,000	BRL	10.000%, 01/01/12		1,082,302
	52,000	BRL	10.000%, 01/01/13		305,030
			TOTAL SOVEREIGN BONDS		1,387,332
NUMBER OF
CONTRACTS				VALUE
Purchased Options (0.3%) #
			Information Technology (0.3%)
	315		Apple, Inc. Call, 01/19/13, Strike $290.00		2,249,887
	265		Google, Inc. Call, 01/21/12, Strike $600.00		2,347,900
	190		MasterCard, Inc. Call, 01/21/12, Strike $250.00		568,575
			TOTAL PURCHASED OPTIONS		5,166,362
			TOTAL SYNTHETIC CONVERTIBLE SECURITIES (Cost $34,274,069)		34,444,004
NUMBER OF
SHARES				VALUE
CONVERTIBLE PREFERRED STOCKS (9.3%)
			Consumer Staples (2.0%)
	720,000		Archer-Daniels-Midland Companyµ 6.250%		31,118,400
			Energy (1.4%)
	385,000		Apache Corp. 6.000%		22,594,687
			Financials (3.3%)
	425,000		American International Group, Inc. 8.500%		3,123,750
	43,000		Bank of America Corp.µ 7.250%		40,721,000
	14,000		SLM Corp. 7.250%		8,683,500
					52,528,250
			Materials (2.0%)
	339,400		Vale, SAµ 6.750%		31,523,443
			Utilities (0.6%)
	200,000		NextEra Energy, Inc. 7.000%		10,125,000
			TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $182,802,310)		147,889,780
NUMBER OF
UNITS				VALUE
STRUCTURED EQUITY-LINKED SECURITIES (4.4%) +*
			Energy (2.2%)
	267,500		BNP Paribas, SA (ENSCO, PLC) 11.000%, 11/22/10		12,510,975
	112,900		Deutsche Bank, AG (Apache Corp.) 12.000%, 12/21/10		10,956,945
	170,000		JPMorgan Chase & Company (Devon Energy Corp.) 12.000%, 02/02/11		10,924,200
					34,392,120
			Information Technology (0.8%)
	307,200		Deutsche Bank, AG (SanDisk Corp.) 12.000%, 01/24/11		12,592,128
			Materials (1.4%)
	262,000		Credit Suisse Group (Barrick Gold Corp.) 11.000%, 11/16/10		11,745,460
	239,000		Goldman Sachs Group, Inc. (Goldcorp, Inc.) 12.000%, 07/20/11		10,348,700
					22,094,160
			TOTAL STRUCTURED EQUITY-LINKED SECURITIES (Cost $66,543,535)		69,078,408

12 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT See accompanying Notes to Schedule of Investments

Schedule of Investments October 31, 2010

NUMBER OF
SHARES				VALUE
COMMON STOCKS (68.5%)
			Consumer Discretionary (4.3%)
	100,000		Amazon.com, Inc.µ#	$	16,514,000
	800,000		Carnival Corp.µ		34,536,000
	300,000		CBS Corp.µ		5,079,000
	400,000		Harley-Davidson, Inc.µ		12,272,000
					68,401,000
			Consumer Staples (7.5%)
	1,275,000		Coca-Cola Companyµ		78,183,000
	600,000	GBP	Diageo, PLC		11,068,561
	250,000		Kimberly-Clark Corp.µ		15,835,000
	450,000		Sysco Corp.µ		13,257,000
					118,343,561
			Energy (12.5%)
	800,000		BP, PLCµ		32,664,000
	665,000		Chevron Corp.µ		54,935,650
	12,000,000	HKD	CNOOC, Ltd.		25,052,617
	775,000		ConocoPhillipsµ		46,035,000
	100,000		Diamond Offshore Drilling, Inc.		6,616,000
	575,000		Marathon Oil Corp.µ		20,452,750
	50,000	EUR	Technip, SA		4,212,157
	150,000	EUR	TOTAL, SA		8,165,087
					198,133,261
			Financials (3.3%)
	500,000		Bank of America Corp.µ		5,720,000
	1,727,457		Citigroup, Inc.µ#		7,203,496
	600,000		JPMorgan Chase & Companyµ		22,578,000
	158,074		Lincoln National Corp.µ		3,869,652
	271,950		MetLife, Inc.µ		10,967,743
	71,676		Wells Fargo & Companyµ		1,869,310
					52,208,201
			Health Care (15.5%)
	925,000		Bristol-Myers Squibb Companyµ		24,882,500
	300,000		Eli Lilly and Companyµ		10,560,000
	945,000		Johnson & Johnsonµ		60,168,150
	2,559,134		Merck & Company, Inc.µ		92,845,381
	3,300,000		Pfizer, Inc.µ		57,420,000
					245,876,031
			Industrials (8.7%)
	312,192		Avery Dennison Corp.µ		11,348,179
	230,000		Boeing Companyµ		16,247,200
	85,000		Eaton Corp.µ		7,550,550
	3,135,000		General Electric Companyµ		50,222,700
	480,000		Honeywell International, Inc.µ		22,612,800
	450,000		Masco Corp.µ		4,797,000
	335,000		United Technologies Corp.µ		25,047,950
					137,826,379
			Information Technology (9.1%)
	600,000		eBay, Inc.µ#		17,886,000
	1,787,000		Intel Corp.µ		35,865,090
	1,625,000		Microsoft Corp.µ		43,290,000
	300,000		Nintendo Company, Ltd.µ		9,706,710
	2,200,000		Nokia Corp.µ		23,496,000
	325,000		QUALCOMM, Inc.µ		14,667,250
					144,911,050
			Materials (3.3%)
	400,000		Dow Chemical Companyµ		12,332,000
	432,054		Freeport-McMoRan Copper & Gold, Inc.		40,906,873
					53,238,873
			Telecommunication Services (4.3%)
	1,225,000		AT&T, Inc.µ		34,912,500
	450,000	EUR	France Telecom, SA		10,796,912
	153,385		Frontier Communications Corp.		1,346,721
	639,000		Verizon Communications, Inc.µ		20,748,330
					67,804,463
			TOTAL COMMON STOCKS (Cost $1,365,643,919)		1,086,742,819
SHORT TERM INVESTMENT (3.4%)
	53,399,938		Fidelity Prime Money Market Fund - Institutional Class (Cost $53,399,938)		53,399,938
TOTAL INVESTMENTS (134.8%) (Cost $2,449,626,555)					2,139,392,891
LIABILITIES, LESS OTHER ASSETS (-34.8%)					(552,424,427	)
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS (100.0%)				$	1,586,968,464

NOTES TO SCHEDULE OF INVESTMENTS

‡

Variable rate or step bond security. The rate shown is the rate in effect at October 31, 2010.

*

Securities issued and sold pursuant to a Rule 144A transaction are excepted from the registration requirement of the Securities Act of 1933, as amended. These securities may only be sold to qualified institutional buyers (“QIBs”), such as the fund. Any resale of these securities must generally be effected through a sale that is registered under the Act or otherwise exempted from such registration requirements. At October 31, 2010, the value of 144A securities that could not be exchanged to the registered form is $93,945,108 or 5.9% of net assets applicable to common shareholders.

See accompanying Notes to Financial Statements CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 13

Schedule of Investments October 31, 2010

**	General Motors filed for bankruptcy on June 1, 2009 and the bankruptcy plan transferred the assets and liabilities of the company into one of four trusts. The General Unsecured Creditors Trust will resolve the outstanding claims and distribute common stock and warrants of the new General Motors in lieu of cash proceeds.
µ	Security, or portion of security, is held in a segregated account as collateral for note payable aggregating a total value of $1,038,296,547. $539,526,233 of the collateral has been re-registered by the counterparty.
~	Security, or portion of security, is segregated as collateral (or potential collateral for future transactions) for written options and swaps. The aggregate value of such securities aggregate a total value of $55,056,456.
§	Securities exchangeable or convertible into securities of one or more entities that are different than the issuer. Each entity is identified in the parenthetical.
#	Non-income producing security.
+	Structured equity-linked securities are designed to simulate the characteristics of the equity security in the parenthetical.

FOREIGN CURRENCY ABBREVIATIONS

BRL	Brazilian Real
EUR	European Monetary Unit
GBP	British Pound Sterling
HKD	Hong Kong Dollar

Note: Value for securities denominated in foreign currencies is shown in U.S. dollars. The principal amount for such securities is shown in the respective foreign currency. The date on options represents the expiration date of the option contract. The option contract may be exercised at any date on or before the date shown.

INTEREST RATE SWAPS

								UNREALIZED
	FIXED RATE			FLOATING RATE	TERMINATION	NOTIONAL		APPRECIATION/
COUNTERPARTY	(FUND PAYS)			(FUND RECEIVES)	DATE	AMOUNT		(DEPRECIATION)
BNP Paribas, SA		1.8525%	quarterly	3 month LIBOR	09/14/12	$	108,100,000	$	(3,054,106	)
BNP Paribas, SA		2.5350%	quarterly	3 month LIBOR	03/09/14		90,000,000		(5,490,494	)
BNP Paribas, SA		2.9700%	quarterly	3 month LIBOR	07/03/14		75,000,000		(5,797,272	)
BNP Paribas, SA		2.0200%	quarterly	3 month LIBOR	03/09/12		60,000,000		(1,489,300	)
BNP Paribas, SA		3.3550%	quarterly	3 month LIBOR	06/09/14		60,000,000		(5,588,487	)
BNP Paribas, SA		2.1350%	quarterly	3 month LIBOR	07/03/12		52,000,000		(1,567,483	)
BNP Paribas, SA		2.4700%	quarterly	3 month LIBOR	06/11/12		40,000,000		(1,460,131	)
								$	(24,447,273	)

14 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT See accompanying Notes to Financial Statements

Statement of Assets and Liabilities  October 31, 2010

ASSETS
Investments in securities, at value (cost $2,449,626,555)	$	2,139,392,891
Receivables:
Accrued interest and dividends		16,824,454
Investments sold		1,021,250
Prepaid expenses		38,709
Other assets		211,847
Total assets		2,157,489,151
LIABILITIES
Unrealized depreciation on interest rate swaps		24,447,273
Payables:
Note payable		539,000,000
Investments purchased		4,573,471
Affiliates:
Investment advisory fees		1,790,507
Deferred compensation to trustees		211,847
Financial accounting fees		20,427
Trustees’ fees and officer compensation		943
Other accounts payable and accrued liabilities		476,219
Total liabilities		570,520,687
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS	$	1,586,968,464
COMPOSITION OF NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS
Common stock, no par value, unlimited shares authorized 154,514,000 shares issued and outstanding	$	2,141,935,910
Undistributed net investment income (loss)		(29,416,351	)
Accumulated net realized gain (loss) on investments, foreign currency transactions, written options and interest rate swaps		(190,860,601	)
Unrealized appreciation (depreciation) of investments, foreign currency translations and interest rate swaps		(334,690,494	)
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS	$	1,586,968,464
Net asset value per common shares based upon 154,514,000 shares issued and outstanding	$	10.27

See accompanying Notes to Financial Statements CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 15

Statement of Operations  Year Ended October 31, 2010

INVESTMENT INCOME
Interest	$	54,292,157
Dividends		58,001,983
Securities lending income		239,075
Dividend taxes withheld		(538,700	)
Total investment income		111,994,515
EXPENSES
Investment advisory fees		20,519,769
Interest expense and related fees		11,697,522
Legal fees		359,353
Printing and mailing fees		346,013
Financial accounting fees		234,562
Registration fees		136,510
Accounting fees		115,277
Custodian fees		114,468
Trustees’ fees and officer compensation		107,078
Audit fees		106,260
Transfer agent fees		34,093
Other		84,171
Total expenses		33,855,076
NET INVESTMENT INCOME (LOSS)		78,139,439
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments, excluding purchased options		4,214,838
Purchased options		(3,870,276	)
Foreign currency transactions		43,754
Written options		(24,608,435	)
Interest rate swaps		(10,323,704	)
Change in net unrealized appreciation/(depreciation) on:
Investments, excluding purchased options		198,280,583
Purchased options		5,514,481
Foreign currency translations		(51,020	)
Written options		1,881,486
Interest rate swaps		(16,036,043	)
NET GAIN (LOSS)		155,045,664
NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS	$	233,185,103

16 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT See accompanying Notes to Financial Statements

Statements of Changes in Net Assets

	YEAR ENDED OCTOBER 31,
	2010			2009
OPERATIONS
Net investment income (loss)	$	78,139,439		$	79,544,759
Net realized gain (loss)		(34,543,823	)		(169,383,555	)
Change in unrealized appreciation/(depreciation)		189,589,487			449,976,520
Distributions to preferred shareholders from:
Net investment income		—			(1,076,145	)
Net increase (decrease) in net assets applicable to common shareholders resulting from operations		233,185,103			359,061,579
DISTRIBUTIONS TO COMMON SHAREHOLDERS FROM
Net investment income		(78,719,537	)		(90,770,883	)
Return of capital		(18,624,283	)		(40,566,017	)
Net decrease in net assets from distributions to common shareholders		(97,343,820	)		(131,336,900	)
CAPITAL STOCK TRANSACTIONS
Offering costs on common shares		—			(40,408	)
Net increase (decrease) in net assets from capital stock transactions		—			(40,408	)
TOTAL INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS		135,841,283			227,684,271
NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS
Beginning of year	$	1,451,127,181		$	1,223,442,910
End of year		1,586,968,464			1,451,127,181
Undistributed net investment income (loss)	$	(29,416,351	)	$	(20,524,256	)

See accompanying Notes to Financial Statements CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 17

Statement of Cash Flows  Year Ended October 31, 2010

CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase/(decrease) in net assets from operations	$	233,185,103
Adjustments to reconcile net increase/(decrease) in net assets from operations to net cash used for operating activities:
Purchase of investment securities		(726,957,415	)
Net proceeds from disposition of short term investments		(26,498,286	)
Proceeds paid on closing written options		(49,686,869	)
Proceeds from disposition of investment securities		821,134,405
Premiums received from written options		7,864,270
Amortization and accretion of fixed-income securities		(126,185	)
Net realized gains/losses from investments, excluding purchased options		(4,214,838	)
Net realized gains/losses from purchased options		3,870,276
Net realized gains/losses from written options		24,608,435
Change in unrealized appreciation or depreciation on investments, excluding purchased options		(198,280,583	)
Change in unrealized appreciation or depreciation on purchased options		(5,514,481	)
Change in unrealized appreciation or depreciation on written options		(1,881,486	)
Change in unrealized appreciation or depreciation on interest rate swaps		16,036,043
Net change in assets and liabilities:
(Increase)/decrease in assets:
Accrued interest and dividends receivable		2,711,485
Prepaid expenses		500
Other assets		(54,647	)
Increase/(decrease) in liabilities:
Payables to affiliates		139,998
Other accounts payable and accrued liabilities		168,720
Net cash provided by/(used in) operating activities	$	96,504,445
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to common shareholders		(97,343,820	)
Net cash provided by/(used in) financing activities	$	(97,343,820	)
Net increase/(decrease) in cash	$	(839,375	)
Cash at beginning of year	$	839,375
Cash at end of year	$	—
Supplemental disclosure
Cash paid for interest and related fees	$	11,666,084

18 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT See accompanying Notes to Financial Statements

Notes to Financial Statements

Note 1 – Organization and Significant Accounting Policies

Organization. Calamos Strategic Total Return Fund (the “Fund”) was organized as a Delaware statutory trust on December 31, 2003 and is registered under the Investment Company Act of 1940 (the “1940 Act”) as a diversified, closed-end management investment company. The Fund commenced operations on March 26, 2004. The Fund’s investment objective is to provide total return through a combination of capital appreciation and current income. Under normal circumstances, the Fund invests primarily in common and preferred stocks and income producing securities such as investment grade and below grade debt securities.

Fund Valuation. The valuation of the Fund’s securities is in accordance with policies and procedures adopted by and under the ultimate supervision of the board of trustees.

Fund securities that are traded on U.S. securities exchanges, except option securities, are valued at the last current reported sales price at the time a Fund determines its net asset value (“NAV”). Securities traded in the over-the-counter market and quoted on The NASDAQ Stock Market are valued at the NASDAQ Official Closing Price, as determined by NASDAQ, or lacking a NASDAQ Official Closing Price, the last current reported sale price on NASDAQ at the time the Fund determines its NAV.

When a last sale or closing price is not available, equity securities, other than option securities, that are traded on a U.S. securities exchange and other equity securities traded in the over-the-counter market are valued at the mean between the most recent bid and asked quotations in accordance with guidelines adopted by the board of trustees. Each option security traded on a U.S. securities exchange is valued at the mid-point of the consolidated bid/ask quote for the option security, also in accordance with guidelines adopted by the board of trustees. Each over-the-counter option that is not traded through the Options Clearing Corporation is valued based on a quotation provided by the counterparty to such option under the ultimate supervision of the board of trustees.

Fixed income securities, certain convertible preferred securities, and non-exchange traded derivatives are normally valued by independent pricing services or by dealers or brokers who make markets in such securities. Valuations of such fixed income securities, certain convertible preferred securities, and non-exchange traded derivatives consider yield or price of equivalent securities of comparable quality, coupon rate, maturity, type of issue, trading characteristics and other market data and do not rely exclusively upon exchange or over-the-counter prices.

Trading on European and Far Eastern exchanges and over-the-counter markets is typically completed at various times before the close of business on each day on which the New York Stock Exchange (“NYSE”) is open. Each security trading on these exchanges or over-the-counter markets may be valued utilizing a systematic fair valuation model provided by an independent pricing service approved by the board of trustees. The valuation of each security that meets certain criteria in relation to the valuation model is systematically adjusted to reflect the impact of movement in the U.S. market after the foreign markets close. Securities that do not meet the criteria, or that are principally traded in other foreign markets, are valued as of the last reported sale price at the time the Fund determines its NAV, or when reliable market prices or quotations are not readily available, at the mean between the most recent bid and asked quotations as of the close of the appropriate exchange or other designated time. Trading of foreign 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 NAV is not calculated.

If the pricing committee determines that the valuation of a security in accordance with the methods described above is not reflective of a fair value for such security, the security is valued at a fair value by the pricing committee, under the ultimate supervision of the board of trustees, following the guidelines and/or procedures adopted by the board of trustees.

The Fund also may use fair value pricing, pursuant to guidelines adopted by the board of trustees and under the ultimate supervision of the board of trustees, if trading in the security is halted or if the value of a security it holds is materially affected by events occurring before the Fund’s pricing time but after the close of the primary market or exchange on which the security is listed. Those procedures may utilize valuations furnished by pricing services approved by the board of trustees, 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.

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 19

Notes to Financial Statements

When fair value pricing of securities is employed, the prices of securities used by a Fund to calculate its NAV may differ from market quotations or official closing prices. In light of the judgment involved in fair valuations, there can be no assurance that a fair value assigned to a particular security is accurate.

Investment Transactions. Investment transactions are recorded on a trade date basis. Net 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 after the ex-dividend date.

Foreign Currency Translation. Values of investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using a rate quoted by a major bank or dealer in the particular currency market, as reported by a recognized quotation dissemination service.

The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Reported net realized foreign currency gains or losses arise from disposition of foreign currency, the difference in the foreign exchange rates between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the ex-date or accrual date and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes (due to the changes in the exchange rate) in the value of foreign currency and other assets and liabilities denominated in foreign currencies held at period end.

Allocation of Expenses Among Funds. Expenses directly attributable to the Fund are charged to the Fund; certain other common expenses of Calamos Advisors Trust, Calamos Investment Trust, Calamos Convertible Opportunities and Income Fund, Calamos Convertible and High Income Fund, Calamos Strategic Total Return Fund, Calamos Global Total Return Fund and Calamos Global Dynamic Income Fund are allocated proportionately among each Fund to which the expenses relate in relation to the net assets of each Fund or on another reasonable basis.

Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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.

Income Taxes. No provision has been made for U.S. income taxes because the Fund’s policy is to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended, and distribute to shareholders substantially all of its taxable income and net realized gains.

Dividends and distributions paid to shareholders are recorded on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains is determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles. To the extent these “book/tax” differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment. These differences are primarily due to differing treatments for foreign currency transactions, contingent payment debt instruments and methods of amortizing and accreting on fixed income securities. The financial statements are not adjusted for temporary differences.

The Fund recognized no liability for uncertain tax positions. A reconciliation is not provided as the beginning and ending amounts of unrecognized benefits are zero, as there are no interim additions, reductions or settlements. Tax years 2006-2009 remain subject to examination by the U.S. and the State of Illinois tax jurisdictions.

Indemnifications. Under the Fund’s organizational documents, the Fund is obligated to indemnify its officers and trustees against certain liabilities incurred by them by reason of having been an officer or trustee of the Fund. In addition, in the normal course of business, the Fund may enter into contracts that provide general indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. Currently, the Fund’s management expects the risk of material loss in connection to a potential claim to be remote.

20 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

Notes to Financial Statements

Note 2 – Investment Adviser and Transactions With Affiliates Or Certain Other Parties

Pursuant to an investment advisory agreement with Calamos Advisors LLC (“Calamos Advisors”), the Fund pays an annual fee, payable monthly, equal to 1.00% based on the average weekly managed assets. “Managed assets” means a fund’s total assets (including any assets attributable to any leverage that may be outstanding) minus total liabilities (other than debt representing financial leverage).

Pursuant to a financial accounting services agreement, during the year the Fund paid Calamos Advisors a fee for financial accounting services payable monthly at the annual rate of 0.0175% on the first $1 billion of combined assets, 0.0150% on the next $1 billion of combined assets and 0.0110% on combined assets above $2 billion (for purposes of this calculation “combined assets” means the sum of the total average daily net assets of Calamos Investment Trust, Calamos Advisors Trust, and the total average weekly managed assets of Calamos Convertible and High Income Fund, Calamos Strategic Total Return Fund, Calamos Convertible Opportunities and Income Fund, Calamos Global Total Return Fund and Calamos Global Dynamic Income Fund). Financial accounting services include, but are not limited to, the following: managing expenses and expense payment processing; monitoring the calculation of expense accrual amounts; calculating, tracking and reporting tax adjustments on all assets; and monitoring trustee deferred compensation plan accruals and valuations. The Fund pays its pro rata share of the financial accounting services fee payable to Calamos Advisors based on its relative portion of combined assets used in calculating the fee.

The Fund reimburses Calamos Advisors for a portion of compensation paid to the Fund’s Chief Compliance Officer. This compensation is reported as part of “Trustees’ fees and officer compensation” expense on the Statement of Operations.

A trustee and certain officers of the Fund are also officers and directors of Calamos Advisors. Such trustee and officers 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” (as defined in the 1940 Act) and has elected to participate in the Plan (a “participating trustee”) may defer receipt of all or a portion of his compensation from the Fund. 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 participating trustee. The value of amounts deferred for a participating trustee is determined by reference to the change in value of Class I shares of one or more funds of Calamos Investment Trust designated by the participant. 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. Deferred compensation of $211,847 is included in “Other assets” on the Statement of Assets and Liabilities at October 31, 2010. The Fund’s obligation to make payments under the Plan is a general obligation of the Fund and is included in “Payable for deferred compensation to Trustees” on the Statement of Assets and Liabilities at October 31, 2010.

Note 3 – Investments

The cost of purchases and proceeds from sale of long-term investments, for the year ended October 31, 2010 were as follows:

Cost of purchases	$	481,353,438
Proceeds from sales		592,106,384

The following information is presented on a federal income tax basis as of October 31, 2010. Differences between the cost basis under U.S. generally accepted accounting principles and federal income tax purposes are primarily due to temporary differences.

The cost basis of investments for federal income tax purposes at October 31, 2010 was as follows:

Cost basis of Investments	$	2,547,271,079
Gross unrealized appreciation		69,886,519
Gross unrealized depreciation		(477,764,707)
Net unrealized appreciation (depreciation)	$	(407,878,188)

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 21

Notes to Financial Statements

Note 4 – Income Taxes

For the year ended October 31, 2010, the Fund recorded the following permanent reclassifications to reflect tax character. The results of operations and net assets were not affected by these reclassifications.

Paid-in capital	$	(17,987,777	)
Undistributed net investment income/(loss)		10,312,286
Accumulated net realized gain/(loss) on investments		7,675,491

The Fund intends to make monthly distributions from its income available for distribution, which consists of the Fund’s dividends and interest income after payment of Fund expenses, and net realized gains on stock investments. At least annually, the Fund intends to distribute all or substantially all of its net realized capital gains, if any. Distributions are recorded on the ex-dividend date. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in-capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income. Distributions in any year may include a return of capital component.

Distributions were characterized for federal income tax purposes as follows:

	YEAR ENDED		YEAR ENDED
	OCTOBER 31, 2010		OCTOBER 31, 2009
Distributions paid from:
Ordinary income	$	78,719,537	$	91,992,775
Long-term capital gains		—		—
Return of Capital		18,624,283		40,566,017

As of October 31, 2010, the components of accumulated earnings/(loss) on a tax basis were as follows:

Undistributed ordinary income	$	—
Undistributed capital gains		—
Total undistributed earnings		—
Accumulated capital and other losses		(122,441,067	)
Net unrealized gains/(losses)		(432,335,018	)
Total accumulated earnings/(losses)		(554,776,085	)
Other		(191,361	)
Paid-in capital		2,141,935,910
Net assets applicable to common shareholders	$	1,586,968,464

As of October 31, 2010, the Fund had capital loss carryforwards which, if not used, will expire as follows:

2017	$	(93,495,897	)
2018		(28,945,170	)

Note 5 – Common Shares

There are unlimited common shares of beneficial interest authorized and 154,514,000 shares outstanding at October 31, 2010. Calamos Advisors owned 16,304 of the outstanding shares at October 31, 2010. Transactions in common shares were as follows:

	YEAR ENDED		YEAR ENDED
	OCTOBER 31, 2010		OCTOBER 31, 2009
Beginning shares		154,514,000		154,514,000
Shares issued through reinvestment of distributions		—		—
Ending shares		154,514,000		154,514,000

22 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

Notes to Financial Statements

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may from time to time purchase its shares of common stock in the open market.

Note 6 – Derivative Instruments

Foreign Currency Risk. 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, among other things, 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 foreign exchange rates and an unrealized gain or loss is recorded. The Fund realizes a gain or loss when a position is closed or upon settlement of the contracts. There were no open forward currency contracts at October 31, 2010.

Equity Risk. The Fund engages in option transactions and in doing so achieves the similar objectives to what it would achieve through the sale or purchase of individual securities. A call option, upon payment of a premium, gives the purchaser of the option the right to buy, and the seller of the option the obligation to sell, the underlying security, index or other instrument at the exercise price. A put option gives the purchaser of the option, upon payment of a premium, the right to sell, and the seller the obligation to buy, the underlying security, index, or other instrument at the exercise price.

To seek to offset some of the risk of a potential decline in value of certain long positions, the Fund may also purchase put options on individual securities, broad-based securities indexes or certain exchange traded funds (“ETFs”). The Fund may also seek to generate income from option premiums by writing (selling) options on a portion of the equity securities (including securities that are convertible into equity securities) in the Fund’s portfolio, on broad-based securities indexes, or certain ETFs.

When a Fund purchases an option, it pays a premium and an amount equal to that premium is recorded as an asset. When a Fund writes an option, it receives a premium and an amount equal to that premium is recorded as a liability. The asset or liability is adjusted daily to reflect the current market value of the option. If an option expires unexercised, the Fund realizes a gain or loss to the extent of the premium received or paid. If an option is exercised, the premium received or paid is recorded as an adjustment to the proceeds from the sale or the cost basis of the purchase. The difference between the premium and the amount received or paid on a closing purchase or sale transaction is also treated as a realized gain or loss. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid. Gain or loss on written options and purchased options is presented separately as net realized gain or loss on written options and net realized gain or loss on purchased options, respectively.

As of October 31, 2010, the Fund had outstanding purchased options and/or written options as listed on the Schedule of Investments. For the year ended October 31, 2010, the Fund had the following transactions in options written:

	NUMBER OF			PREMIUMS
	CONTRACTS			RECEIVED
Options outstanding at October 31, 2009		46,750		$	17,214,164
Options written		32,250			7,864,270
Options closed		(79,000	)		(25,078,434	)
Options exercised		—			—
Options expired		—			—
Options outstanding at October 31, 2010		—		$	—

Interest Rate Risk. The Fund engages in interest rate swaps primarily to hedge the interest rate risk on the fund’s borrowings (see Note 7 – Borrowings). An interest rate swap is a contract that involves the exchange of one type of interest rate for another type of interest rate. If interest rates rise, resulting in a diminution in the value of the Fund’s portfolio, the Fund would receive payments under the swap that would offset, in whole or in part, such diminution in value; if interest rates fall, the Fund would likely lose money on the swap transaction. Unrealized gains are reported as an asset, and unrealized losses are reported as a liability on the Statement of Assets and Liabilities. The change in value of swaps, including accruals of periodic amounts of interest to be paid or received on swaps, is reported as change in net unrealized appreciation/depreciation on interest rate swaps in the Statement of Operations. A realized gain or loss is recorded in net realized gain (loss) from interest rate Swaps in the Statement of Operations upon payment or receipt of a periodic payment or termination of the swap agreements. Swap agreements are stated at fair value. Notional principal amounts are used to

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 23

Notes to Financial Statements

express the extent of involvement in these transactions, but the amounts potentially subject to credit risk are much smaller. In connection with these contracts, securities may be identified as collateral in accordance with the terms of the respective swap contracts in the event of default or bankruptcy of the Fund.

Premiums paid to or by a Fund are accrued daily and included in realized gain (loss) when paid on swaps in the accompanying Statement of Operations. The contracts are marked-to-market daily based upon third party vendor valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the contract. Risks may exceed amounts recognized in the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts’ terms, counterparty’s creditworthiness, and the possible lack of liquidity with respect to the contracts.

As of October 31, 2010, the Fund had outstanding interest rate swap agreements as listed on the Schedule of Investments.

Below are the types of derivatives in the Fund by gross value as of October 31, 2010:

	ASSETS			LIABILITIES
	STATEMENT OF ASSETS &			STATEMENT OF ASSETS &
	LIABILITIES LOCATION	VALUE		LIABILITIES LOCATION	VALUE
Derivative Type:
Equity – Purchased options	Investments in securities	$	5,166,362
Interest Rate Swaps	Unrealized appreciation on swaps		—	Unrealized depreciation on swaps	$	24,447,273

Volume of Derivative Activity for the Twelve Months Ended October 31, 2010*

Equity:
Purchased options	1,105
Written options	32,250

* Activity during the period is measured by opened number of contracts for options and opened notional amount for swap contracts.

Note 7 – Borrowings

The Fund, with the approval of its board of trustees, including its independent trustees, has entered into a financing package that includes a Committed Facility Agreement (the “Agreement”) with BNP Paribas Prime Brokerage, Inc. (as successor to Bank of America N.A.) (“BNP”) that allows the Fund to borrow up to an initial limit of $1,080,000,000 and a Lending Agreement, as defined below. Borrowings under the Agreement are secured by assets of the Fund that are held with the Fund’s custodian in a separate account (the “pledged collateral”). Interest is charged at the quarterly LIBOR (London Inter-bank Offered Rate) plus .95% on the amount borrowed and .85% on the undrawn balance. For the year ended October 31, 2010, the average borrowings under the Agreement and the average interest rate were $539,000,000 and 1.31% respectively. As of October 31, 2010, the amount of such outstanding borrowings is $539,000,000. The interest rate applicable to the borrowings on October 31, 2010 was 1.24%.

The Lending Agreement is a separate side-agreement between the Fund and BNP pursuant to which BNP may borrow a portion of the pledged collateral (the “Lent Securities”) in an amount not to exceed the outstanding borrowings owed by the Fund to BNP under the Agreement. The Lending Agreement is intended to permit the Fund to significantly reduce the cost of its borrowings under the Agreement. BNP may re-register the Lent Securities in its own name or in another name other than the Fund, and may pledge, re-pledge, sell, lend or otherwise transfer or use the Lent Securities with all attendant rights of ownership. (It is the Fund’s understanding that BNP will perform due diligence to determine the creditworthiness of any party that borrows Lent Securities from BNP.) The Fund may designate any security within the pledged collateral as ineligible to be a Lent Security, provided there are eligible securities within the pledged collateral in an amount equal to the outstanding borrowing owed by the Fund. During the period in which the Lent Securities are outstanding, BNP must remit payment to the Fund equal to the amount of all dividends, interest or other distributions earned or made by the Lent Securities.

Under the terms of the Lending Agreement, the Lent Securities are marked to market daily, and if the value of the Lent Securities exceeds the value of the then-outstanding borrowings owed by the Fund to BNP under the Agreement (the “Current Borrowings”), BNP must, on that day, either (1) return Lent Securities to the Fund’s custodian in an amount sufficient to cause the value of the outstanding Lent

24 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

Notes to Financial Statements

Securities to equal the Current Borrowings; or (2) post cash collateral with the Fund’s custodian equal to the difference between the value of the Lent Securities and the value of the Current Borrowings. If BNP fails to perform either of these actions as required, the Fund will recall securities, as discussed below, in an amount sufficient to cause the value of the outstanding Lent Securities to equal the Current Borrowings. The Fund can recall any of the Lent Securities and BNP shall, to the extent commercially possible, return such security or equivalent security to the Fund’s custodian no later than three business days after such request. If the Fund recalls a Lent Security pursuant to the Lending Agreement, and BNP fails to return the Lent Securities or equivalent securities in a timely fashion, BNP shall remain liable to the Fund’s custodian for the ultimate delivery of such Lent Securities, or equivalent securities, and for any buy-in costs that the executing broker for the sales transaction may impose with respect to the failure to deliver. The Fund shall also have the right to apply and set-off an amount equal to one hundred percent (100%) of the then-current fair value of such Lent Securities against the Current Borrowings.

Note 8 – Synthetic Convertible Securities

The Fund may establish a “synthetic” convertible instrument by combining separate securities that possess the economic characteristics similar to a convertible security, i.e., fixed-income securities (“fixed-income component”), which may be a convertible or non-convertible security and the right to acquire equity securities (“convertible component”). The fixed-income component is achieved by investing in fixed income securities such as bonds, preferred stocks, and money market instruments. The convertible component is achieved by investing in warrants or purchased options to buy common stock at a certain exercise price, or options on a stock index. In establishing a synthetic instrument, the Fund may pool a basket of fixed-income securities and a basket of warrants or purchased options that produce the economic characteristics similar to a convertible security. Within each basket of fixed-income securities and warrants or options, different companies may issue the fixed-income and convertible components, which may be purchased separately and at different times.

The Fund may also purchase synthetic securities created by other parties, typically investment banks, including convertible structured notes. Convertible structured notes are fixed-income debentures linked to equity. 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. Purchasing synthetic convertible securities may offer more flexibility than purchasing a convertible security.

Note 9 – When-Issued and Delayed Delivery Securities

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 the settlement date if Calamos Advisors 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.

At the time when the Fund enters into a binding obligation to purchase securities on a when-issued basis, 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 this investment strategy may increase net asset value fluctuation.

Note 10 – Structured Equity-Linked Securities

The Fund may also invest in structured equity-linked securities created by third parties, typically investment banks. Structured equity-linked securities created by such parties may be designed to simulate the characteristics of traditional convertible securities or may be designed to alter or emphasize a particular feature. Traditional convertible securities typically offer stable cash flows with the ability to participate in capital appreciation of the underlying common stock. Because traditional convertible securities are exercisable at the option of the holder, the holder is protected against downside risk. Structured equity-linked securities may alter these characteristics by offering enhanced yields in exchange for reduced capital appreciation or less downside protection, or any combination of these features. Structured equity-linked instruments may include structured notes, equity-linked notes, mandatory convertibles and combinations of securities and instruments, such as a debt instrument combined with a forward contract. Income received from these securities is recorded as dividends on the Statement of Operations.

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 25

Notes to Financial Statements

Note 11 – Valuations

Various inputs are used to determine the value of the Fund’s investments. These inputs are categorized into three broad levels as follows:

•  Level 1 – Prices are determined using inputs from unadjusted quoted prices from active markets (including securities actively traded on a securities exchange) for identical assets.

•  Level 2 – Prices are determined using significant observable market inputs other than unadjusted quoted prices, including quoted prices of similar securities, fair value adjustments to quoted foreign securities, interest rates, credit risk, prepayment speeds, and other relevant data.

•  Level 3 – Prices reflect unobservable market inputs (including the Fund’s own judgments about assumptions market participants would use in determining fair value) when observable inputs are unavailable.

Debt securities (including U.S. government and government agency obligations) are valued based upon evaluated prices received from an independent pricing service or from a dealer or broker who makes markets in such securities. Pricing services utilize various observable market data and as such, debt securities are generally categorized as Level 2. The levels are not necessarily an indication of the risk or liquidity of the Fund’s investments.

The following is a summary of the inputs used in valuing the Fund’s holdings at fair value:

	STRATEGIC TOTAL RETURN FUND
	LEVEL 1		LEVEL 2		LEVEL 3		TOTAL
Assets:
Corporate Bonds	$	—	$	481,539,475	$	—	$	481,539,475
Convertible Bonds				218,186,916			$	218,186,916
U.S. Government and Agency Securities				23,003,413			$	23,003,413
Sovereign Bonds				25,108,138			$	25,108,138
Synthetic Convertible Securities (Corporate Bonds)				26,618,361			$	26,618,361
Synthetic Convertible Securities (U.S. Government and Agency Securities)				1,271,949			$	1,271,949
Synthetic Convertible Securities (Sovereign Bonds)				1,387,332			$	1,387,332
Synthetic Convertible Securities (Purchased Options)		5,166,362					$	5,166,362
Convertible Preferred Stocks		116,611,593		31,278,187			$	147,889,780
Structured Equity-Linked Securities				69,078,408			$	69,078,408
Common Stocks		1,027,447,485		59,295,334			$	1,086,742,819
Short Term Investment		53,399,938					$	53,399,938
	$	1,202,625,378	$	936,767,513	$	—	$	2,139,392,891
Liabilities:
Interest Rate Swaps				24,447,273			$	24,447,273
Total	$	—	$	24,447,273	$	—	$	24,447,273

26 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

Financial Highlights

Selected data for a share outstanding throughout each period were as follows:

	Year Ended October 31,
	2010			2009			2008			2007			2006
Net asset value, beginning of period		$9.39			$7.92			$16.92			$15.71			$14.44
Income from investment operations:
Net investment income (loss)		0.51	**		0.51	**		0.73	**		0.86	**		0.89
Net realized and unrealized gain (loss)		1.00			1.82			(8.26	)		1.89			1.86
Distributions to preferred shareholders from:
Net investment income (common share equivalent basis)		—			(0.01	)		(0.13	)		(0.32	)		(0.33	)
Net realized gains (common share equivalent basis)		—			—			(0.08	)		(0.05	)		—
Total from investment operations		1.51			2.32			(7.74	)		2.38			2.42
Less distributions to common shareholders from:
Net investment income		(0.51	)		(0.59	)		(1.12	)		(1.01	)		(0.77	)
Net realized gains		—			—			(0.14	)		(0.16	)		(0.38	)
Return of capital		(0.12	)		(0.26	)		—			—			—
Capital charge resulting from issuance of common and preferred shares		—			—	(a)		—	(a)		—			—
Net asset value, end of period		$10.27			$9.39			$7.92			$16.92			$15.71
Market value, end of period		$9.06			$8.11			$6.94			$14.70			$14.91
Total investment return based on:(b)
Net asset value		17.61%			34.79%			(47.73	)%		16.33%			18.03%
Market value		20.13%			32.85%			(47.28	)%		6.49%			17.99%
Net assets, end of period (000)		$1,586,968			$1,451,127			$1,223,443			$2,615,012			$2,427,632
Preferred shares, at redemption value ($25,000 per share liquidation preference) (000’s omitted)		$—			$—			$200,000			$1,080,000			$1,080,000
Ratios to average net assets applicable to common shareholders:
Net expenses(c)		2.24%			2.81%			2.35%			1.61%			1.66%
Gross expenses prior to expense reductions and earnings credits (c)		2.24%			2.81%			2.35%			1.62%			1.66%
Net expenses, excluding interest expense		1.46%			1.69%			1.72%			1.61%			1.66%
Net investment income (loss)(c)		5.16%			6.56%			5.43%			5.30%			5.92%
Preferred share distributions		—%			0.09%			0.97%			1.95%			2.18%
Net investment income (loss), net of preferred share distributions from net investment income		5.16%			6.47%			4.46%			3.35%			3.74%
Portfolio turnover rate		25%			11%			53%			48%			48%
Average commission rate paid		$0.0113			$0.0159			$0.0495			$0.0283			$0.0342
Asset coverage per preferred share, at end of period(d)		$—			$—			$177,949			$85,552			$81,216
Asset coverage per $1,000 of loan outstanding(e)		$3,944			$3,692			$3,694			$—			$—

**	Net investment income allocated based on average shares method.
(a)	Amount equated to less than $0.005 per common share.
(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. NAV per share is determined by dividing the value of the Fund’s portfolio securities, cash and other assets, less all liabilities, by the total number of common shares outstanding. The common share market price is the price the market is willing to pay for shares of the Fund at a given time. Common share market price is influenced by a range of factors, including supply and demand and market conditions.
(c)	Does not reflect the effect of dividend payments to Preferred Shareholders.
(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)	Calculated by subtracting the Fund’s total liabilities (not including Note payable) and preferred shares from the Fund’s total assets and dividing this by the amount of note payable outstanding, and by multiplying the result by 1,000.

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 27

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of Calamos Strategic Total Return Fund

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Calamos Strategic Total Return Fund (the “Fund”) as of October 31, 2010, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2010, by correspondence with the Fund’s custodian and brokers. We believe that our audits 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 the Fund as of October 31, 2010, the results of its operations and cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Chicago, Illinois

December 17, 2010

28 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

Trustee Approval of Management Agreement (Unaudited)

The Board of Trustees of the Fund oversees the management of the Fund, and, as required by law, determines annually whether to continue the Fund’s management agreement with Calamos Advisors under which Calamos Advisors serves as the investment manager and administrator for the Fund. The “Independent Trustees,” who comprise more than 80% of the Board, have never been affiliated with Calamos Advisors.

In connection with their most recent consideration regarding the continuation of the management agreement, the Trustees received and reviewed a substantial amount of information provided by Calamos Advisors in response to detailed requests of the Independent Trustees and their independent legal counsel. In the course of their consideration of the agreement, the Independent Trustees were advised by their counsel and, in addition to meeting with management of Calamos Advisors, they met separately in executive session with their counsel.

At a meeting held on June 9, 2010, based on their evaluation of the information referred to above and other information, the Trustees determined that the overall arrangements between the Fund and Calamos Advisors were fair and reasonable in light of the nature, extent and quality of the services provided by Calamos Advisors and its affiliates, the fees charged for those services and other matters that the Trustees considered relevant in the exercise of their business judgment. At that meeting, the Trustees, including all of the Independent Trustees, approved the continuation of the management agreement through July 31, 2011, subject to possible earlier termination as provided in the agreement.

In connection with its consideration of the management agreement, the Board considered, among other things: (i) the nature, quality and extent of the Adviser’s services, (ii) the investment performance of the Fund as well as performance information for comparable funds and other comparable clients of the advisor, (iii) the fees and other expenses paid by the Fund as well as expense information for comparable funds and for other comparable clients of the Adviser, (iv) the profitability of the Adviser and its affiliates from their relationship with the Fund, (v) whether economies of scale may be realized as the Fund grows and whether fee levels share with Fund investors economies of scale and (vi) other benefits to the Adviser from its relationship with the Fund. In the Board’s deliberations, no single factor was responsible for the Board’s decision to approve continuation of the management agreements.

Nature, Extent and Quality of Services. The Board’s consideration of the nature, extent and quality of the Adviser’s services to the Fund took into account the knowledge gained from the Board’s meetings with the Adviser throughout the prior year. In addition, the Board considered: the Adviser’s long-term history of managing the Fund; the consistency of investment approach; the background and experience of the Adviser’s investment personnel responsible for managing the Fund; the Adviser’s performance as administrator of the Fund, including, among other things, in the areas of brokerage selection, trade execution, compliance and shareholder communications; and frequent favorable recognition of the Adviser in the media and in industry publications. The Board also reviewed the Adviser’s resources and key personnel involved in providing investment management services to the Fund, including the time that investment personnel devote to the Fund and the investment results produced by the Adviser’s in-house research. The Board noted the significant personal investments that the Adviser’s key investment personnel have made in the Fund, which further aligns the interests of the Adviser and its personnel with those of the Fund’s shareholders. In addition, the Board considered compliance reports about the Adviser from the Fund’s Chief Compliance Officer. The Board concluded that the nature, extent and quality of the services provided by the Adviser to the Fund were appropriate and consistent with the management agreements and that the Fund was likely to continue to benefit from services provided under its management agreement with the Adviser.

Investment Performance of the Fund. The Board considered the Fund’s investment performance over various time periods, including how the Fund performed compared to the median performance of a group of comparable funds (the Fund’s “Universe Median”) selected by Lipper, Inc., an independent data service provider. The performance periods considered by the Board ended on March 31, 2010. Where available, the Board considered one-, three-, five- and ten-year performance.

The Board considered the Fund’s net asset value performance, noting that the Fund outperformed its Universe Median during the three- and five-year periods, although it underperformed its Universe Median during the one-year period.

For the reasons noted above, the Board concluded that continuation of the management agreement for the Fund was in the best interest of the Fund and its shareholders.

Costs of Services Provided and Profits Realized by the Adviser. Using information provided by Lipper, the Board evaluated the Fund’s actual management fee rate compared to the median management fee rate for other mutual funds similar in size, character and

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 29

Trustee Approval of Management Agreement (Unaudited)

investment strategy (the Fund’s “Expense Group”), and the Fund’s total expense ratio compared to the median total expense ratio of the Fund’s Expense Group.

The Board considered that the Fund’s management fee rate and total expense ratio are higher than the respective medians of the Fund’s Expense Group. The Board, in its consideration of expenses, also took into account its review of the Fund’s performance.

The Board also reviewed the Adviser’s management fee rates for its institutional separate accounts and for its sub-advised funds (for which the Adviser provides portfolio management services only). The Board noted that the Adviser’s assertion that although, generally, the rates of fees paid by those clients were lower than the rates of fees paid by the Fund, the differences reflected the Adviser’s greater level of responsibilities and significantly broader scope of services regarding the Fund, and the more extensive regulatory obligations and risks associated with managing the Fund.

The Board also considered the Adviser’s costs in serving as the Fund’s investment adviser and manager, including costs associated with technology, infrastructure and compliance necessary to manage the Fund. The Board reviewed the Adviser’s methodology for allocating costs among the Adviser’s lines of business. The Board also considered information regarding the structure of the Adviser’s compensation program for portfolio managers, analysts and certain other employees and the relationship of such compensation to the attraction and retention of quality personnel. Finally, the Board reviewed information on the profitability of the Adviser in serving as the Fund’s investment manager and of the Adviser and its affiliates in all of their relationships with the Fund, as well as an explanation of the methodology utilized in allocating various expenses among the Fund and the Adviser’s other business units. Data was provided to the Board with respect to profitability, both on a pre- and post-marketing cost basis. The Board also reviewed the annual report of the Adviser’s parent company and discussed its corporate structure.

After its review of all the matters addressed, including those outlined above, the Board concluded that the rate of management fee paid by the Fund to the Adviser, in light of the nature and quality of the services provided, was reasonable and in the best interests of the Fund’s shareholders.

Economies of Scale and Fee Levels Reflecting Those Economies. In reviewing the Fund’s fees and expenses, the Trustees examined the potential benefits of economies of scale and whether any economies of scale should be reflected in the Fund’s fee structure. They noted that the Fund has had a relatively stable asset base since commencement of operation and that there do not appear to have been any significant economies of scale realized since that time.

Other Benefits Derived from the Relationship with the Fund. The Board also considered other benefits that accrue to the Adviser and its affiliates from their relationship with the Fund. The Board concluded that, other than the services to be provided by the Adviser and its affiliates pursuant to their agreements with the Fund and the fees payable by the Fund therefore, the Fund and the Adviser may potentially benefit from their relationship with each other in other ways. The Board also considered the Adviser’s use of a portion of the commissions paid by the Fund on their portfolio brokerage transactions to obtain research products and services benefiting the Fund and/or other clients of the Adviser and concluded, based on reports from the Fund’s Chief Compliance Officer, that the Adviser’s use of “soft” commission dollars to obtain research products and services was consistent with regulatory requirements.

After full consideration of the above factors as well as other factors that were instructive in their consideration, the Trustees, including all of the Independent Trustees, concluded that the continuation of the management agreement with the Adviser was in the best interest of the Fund and its shareholders.

30 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

Tax Information (Unaudited)

We are providing this information as required by the Internal Revenue Code (Code). The amounts shown may differ from those elsewhere in this report due to differences between tax and financial reporting requirements. In January 2011, shareholders will receive Form 1099-DIV which will include their share of qualified dividends and capital gains distributed during the calendar year 2010. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their individual income tax returns.

Under Section 854(b)(2) of the Code, the Fund hereby designates $45,859,402 or the maximum amount allowable under the Code, as qualified dividends for the fiscal year ended October 31, 2010.

Under Section 854(b)(2) of the Code, the Fund hereby designates 49.88% of the ordinary income dividends as income qualifying for the corporate dividends received deduction for the fiscal year ended October 31, 2010.

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 31

Trustees & Officers (Unaudited)

The management of the Trust, including general supervision of the duties performed for each Fund under the investment management agreement between the Trust and Calamos Advisors, is the responsibility of its board of trustees. Each trustee elected will hold office for the terms noted below, or until such trustee’s earlier resignation, death or removal.

The following table sets forth each trustee’s name, age at October 31, 2010, position(s) with the Trust, number of portfolios in the Calamos Fund Complex overseen, principal occupation(s) during the past five years and other directorships held, and date first elected or appointed. Each trustee oversees each Fund of the Trust.

		PORTFOLIOS IN
		FUND COMPLEXÙ	PRINCIPAL OCCUPATION(S)
NAME AND AGE	POSITION(S) WITH TRUST	OVERSEEN	AND OTHER DIRECTORSHIPS
Trustees who are Interested Persons of the Trust:
John P. Calamos, Sr., 70*	Trustee and President (since inception) Term expires 2011	20	Chairman, CEO, and Co-Chief Investment Officer, Calamos Asset Management, Inc. (“CAM”), Calamos Holdings LLC (“CHLLC”) and Calamos Advisors LLC and its predecessor (“Calamos Advisors”), and President and Co-Chief Investment Officer, Calamos Financial Services LLC and its predecessor (“CFS”); Director, CAM
Trustees who are not Interested Persons of the Trust:
Weston W. Marsh, 60	Trustee (since inception) Term expires 2013	20	Of Counsel and, until December 31, 2006, Partner, Freeborn & Peters LLP (law firm)
John E. Neal, 60	Trustee (since inception) Term expires 2012	20	Private investor; Director, Equity Residential (publicly-owned REIT) and Creation Investments (private international microfinance company); Partner, Linden LLC (health care private equity)
William R. Rybak, 59	Trustee (since inception) Term expires 2011	20	Private investor; Director, Christian Brothers Investment Services, Inc. (since February 2010); formerly Executive Vice President and Chief Financial Officer, Van Kampen Investments, Inc. and subsidiaries (investment manager); Director, Howe Barnes Hoefer Arnett, Inc. (investment services firm); Director, PrivateBancorp, Inc. (bank holding company); Trustee, JNL Series Trust, JNL Investors Series Trust and JNL Variable Fund LLC**
Stephen B. Timbers, 66	Trustee (since inception); Lead Independent Trustee (since 2005) Term expires 2013	20	Private investor; formerly Vice Chairman, Northern Trust Corporation (bank holding company); formerly President and Chief Executive Officer, Northern Trust Investments, N.A. (investment manager); formerly President, Northern Trust Global Investments, a division of Northern Trust Corporation, and Executive Vice President, The Northern Trust Corporation
David D. Tripple, 66	Trustee (since 2006) Term expires 2012	20	Private investor; Trustee, Century Shares Trust and Century Small Cap Select Fund***

*	Mr. Calamos is an “interested person” of the Trust as defined in the 1940 Act because he is an officer of the Trust and an affiliate of Calamos Advisors and CFS. Mr. Calamos is the uncle of Nick P. Calamos, Vice President of the Trust.
**	Overseeing 100 portfolios in fund complex.
***	Overseeing two portfolios in fund complex.
Ù	The Fund Complex consists of CALAMOS Investment Trust, CALAMOS Advisors Trust, CALAMOS Convertible Opportunities and Income Fund, CALAMOS Convertible and High Income Fund, CALAMOS Strategic Total Return Fund, CALAMOS Global Total Return Fund and CALAMOS Global Dynamic Income Fund.

The address of each trustee is 2020 Calamos Court, Naperville, Illinois 60563.

The Fund’s Statement of Additional Information contains additional information about the Fund’s trustees, and is available without charge and upon request by calling 800.582.6959.

32 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

Trustees & Officers (Unaudited)

OFFICERS. The preceding table gives information about John P. Calamos, Sr., who is president of the Trust. The following table sets forth each other officer’s name, age at October 31, 2010, position with the Trust and date first appointed to that position, and principal occupation(s) during the past five years. 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.

		PRINCIPAL OCCUPATION(S)
NAME AND AGE	POSITION(S) WITH TRUST	DURING PAST 5 YEARS
Nimish S. Bhatt, 47	Vice President and Chief Financial Officer (since 2007)	Senior Vice President and Director of Operations, CAM, CHLLC, Calamos Advisors and CFS (since 2004)
James J. Boyne, 44	Vice President (since 2008)	President of Distribution and Operations, CAM, Calamos Advisors and CFS (since 2009); Senior Vice President, General Counsel and Secretary, Calamos Advisors (since 2008); Chief Operating Officer—Distribution, CFS (since 2008); prior thereto, Chief Operating Officer, General Counsel and Executive Managing Director of McDonnell Investment Management, LLC (2001-2008)
Nick P. Calamos, 49	Vice President (since 2003)	President of Investments and Co-Chief Investment Officer, CAM, CHLLC, Calamos Advisors and CFS
J. Christopher Jackson, 59	Vice President and Secretary (since 2010)*	Senior Vice President, General Counsel and Secretary, CAM, CHLLC, Calamos Advisors and CFS (since 2010); Director, U.S. Head of Retail Legal and Co-Global Head of Retail Legal of Deutsche Bank AG (2006-2010); prior thereto, Director, Senior Vice President, General Counsel and Assistant Secretary of Hansberger Global Investors, Inc. (1996-2006)
Mark J. Mickey, 59	Chief Compliance Officer (since 2005)	Chief Compliance Officer, Calamos Funds (since 2005) and Chief Compliance Officer, Calamos Advisors (2005-2006))

* Subsequent to October 31, 2010, Mr. Jackson was appointed Secretary of the Trust.

The address of each officer is 2020 Calamos Court, Naperville, Illinois 60563.

Results of Annual Meeting

The Fund held its annual meeting of shareholders on July 9, 2010. The purpose of the annual meeting was to elect two Independent Trustees to the Fund’s board of trustees for a three year term, or until the trustee’s successor is duly elected and qualified, and to conduct any other lawful business of the Fund. Mr. Weston M. Marsh and Mr. Stephen B. Timbers were nominated for reelection as Trustees, and were elected as such by a plurality vote as follows:

					BROKER NON-VOTES
TRUSTEE NOMINEE	VOTES FOR		VOTES WITHHELD		AND ABSTENTIONS
Weston M. Marsh		142,195,959		3,587,054		0
Stephen B. Timbers		142,212,776		3,570,237		0

Messrs. J. Calamos Sr., Neal, Rybak, and Tripples’ terms of office as Trustees continued after the meeting.

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 33

About Closed-End Funds

What is a Closed-End Fund?

A closed-end fund is a publicly traded investment company that raises its initial investment capital through the issuance of a fixed number of shares to investors in a public offering. Shares of a closed-end fund are listed on a stock exchange or traded in the over-the-counter market. Like all investment companies, a closed-end fund is professionally managed and offers investors a unique investment solution based on its investment objective approved by the fund’s Board of Directors.

Potential Advantages of Closed-End Fund Investing

• Defined Asset Pool Allows Efficient Portfolio Management—Although closed-end fund shares trade actively on a securities exchange, this doesn’t affect the closed-end fund manager because there are no new investors buying into or selling out of the fund’s portfolio.

• More Flexibility in the Timing and Price of Trades—Investors can purchase and sell shares of closed-end funds throughout the trading day, just like the shares of other publicly traded securities.

• Lower Expense Ratios—The expense ratios of closed-end funds are oftentimes less than those of mutual funds. Over time, a lower expense ratio could enhance investment performance.

• Closed-End Structure Makes Sense for Less-Liquid Asset Classes—A closed-end structure makes sense for investors considering less-liquid asset classes, such as high-yield bonds or micro-cap stocks.

• Ability to Put Leverage to Work—Closed-end funds may issue senior securities (such as preferred shares or debentures) or borrow money to “leverage” their investment positions.

• No Minimum Investment Requirements

OPEN-END MUTUAL FUNDS VERSUS CLOSED-END FUNDS

OPEN-END FUND	CLOSED-END FUND
Issues new shares on an ongoing basis	Generally issues a fixed number of shares
Issues common equity shares	Can issue common equity shares and senior securities such as preferred shares and bonds
Sold at NAV plus any sales charge	Price determined by the marketplace
Sold through the fund’s distributor	Traded in the secondary market
Fund redeems shares at NAV calculated at the close of business day	Fund does not redeem shares

34 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

Level Rate Distribution Policy

Using a Level Rate Distribution Policy to Promote Dependable Income and Total Return

The goal of the level rate distribution policy is to provide investors a predictable, though not assured, level of cash flow, which can either serve as a stable income stream or, through reinvestment, contribute significantly to long-term total return.

We understand the importance that investors place on the stability of dividends and their ability to contribute to long-term total return, which is why we have instituted a level rate distribution policy for the Fund. Under the policy, monthly distributions paid may include net investment income, net realized short-term capital gains and, if necessary, return of capital. In addition, a limited number of distributions per calendar year may include net realized long-term capital gains. There is no guarantee that the Fund will realize capital gains in any given year. Distributions are subject to re-characterization for tax purposes after the end of the fiscal year. All shareholders with taxable accounts will receive written notification regarding the components and tax treatment for distributions via Form 1099-DIV.

Distributions from the Fund are generally subject to Federal income taxes. For purposes of maintaining the level rate distribution policy, the Fund may realize short-term capital gains on securities that, if sold at a later date, would have resulted in long-term capital gains. Maintenance of a level rate distribution policy may increase transaction and tax costs associated with the Fund.

Automatic Dividend Reinvestment Plan

Maximizing Investment with an Automatic Dividend Reinvestment Plan

The Automatic Dividend Reinvestment Plan offers a simple, cost-efficient and convenient way to reinvest your dividends and capital gains distributions in additional shares of the Fund, allowing you to increase your investment in the Fund.

Potential Benefits

• Compounded Growth: By automatically reinvesting with the Plan, you gain the potential to allow your dividends and capital gains to compound over time.

• Potential for Lower Commission Costs: Additional shares are purchased in large blocks, with brokerage commissions shared among all plan participants. There is no cost to enroll in the Plan.

• Convenience: After enrollment, the Plan is automatic and includes detailed statements for participants. Participants can terminate their enrollment at any time.

Pursuant to the Plan, unless a shareholder is ineligible or elects otherwise, all dividend and capital gains on common shares distributions are automatically reinvested by BNY Mellon Asset Servicing, as agent for shareholders in administering the Plan (“Plan Agent”), in additional common shares of the Fund. Shareholders who elect not to participate in the Plan will receive all dividends and distributions payable in cash paid by check mailed directly to the shareholder of record (or, if the shares are held in street or other nominee name, then to such nominee) by Plan Agent, as dividend paying agent. Shareholders may elect not to participate in the Plan and to receive all dividends and distributions in cash by sending written instructions to Plan Agent, as dividend paying agent, at: Dividend Reinvestment Department, P.O. Box 1958, Newark, New Jersey 07101-9774. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by giving notice in writing to the Plan Agent; such termination will be effective with respect to a particular dividend or distribution if notice is received prior to the record date for the applicable distribution.

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 35

Automatic Dividend Reinvestment Plan

The shares are acquired by the Plan Agent for the participant’s account either (i) through receipt of additional common shares from the Fund (“newly issued shares”) or (ii) by purchase of outstanding common shares on the open market (“open-market purchases”) on the NYSE or elsewhere. If, on the payment date, the net asset value per share of the common shares is equal to or less than the market price per common share plus estimated brokerage commissions (a “market premium”), the Plan Agent will receive newly issued shares from the Fund for each participant’s account. The number of newly issued common shares to be credited to the participant’s account will be determined by dividing the dollar amount of the dividend or distribution by the greater of (i) the net asset value per common share on the payment date, or (ii) 95% of the market price per common share on the payment date.

If, on the payment date, the net asset value per common share exceeds the market price plus estimated brokerage commissions (a “market discount”), the Plan Agent has a limited period of time to invest the dividend or distribution amount in shares acquired in open-market purchases. The weighted average price (including brokerage commissions) of all common shares purchased by the Plan Agent as Plan Agent will be the price per common share allocable to each participant. If, the Plan Agent is unable to invest the full dividend amount in open-market purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Agent will cease making open-market purchases and will invest the uninvested portion of the dividend or distribution amount in newly issued shares at the close of business on the last purchase date.

The automatic reinvestment of dividends and distributions will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends even though no cash is received by participants.

There are no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or distributions payable either in shares or in cash. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of dividends or distributions. If a participant elects to have the Plan Agent sell part or all of his or her common shares and remit the proceeds, such participant will be charged his or her pro rata share of brokerage commissions on the shares sold, plus a $15 transaction fee. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.

A participant may request the sale of all of the common shares held by the Plan Agent in his or her Plan account in order to terminate participation in the Plan. If such participant elects in advance of such termination to have the Plan Agent sell part or all of his shares, the Plan Agent is authorized to deduct from the proceeds a $15.00 fee plus the brokerage commissions incurred for the transaction. A participant may re-enroll in the Plan in limited circumstances.

The terms and conditions of the Plan may be amended by the Plan Agent or the Fund at any time upon notice are required by the Plan.

This discussion of the Plan is only summary, and is qualified in its entirety to the Terms and Conditions of the Dividend Reinvestment Plan filed as part of the Fund’s registration statement.

For additional information about the Plan, please contact the Plan Agent, The Bank of New York, at 800.432.8224. If you wish to participate in the Plan and your shares are held in your own name, simply call the Plan Agent. If your shares are not held in your name, please contact your brokerage firm, bank, or other nominee to request that they participate in the Plan on your behalf. If your brokerage firm, bank, or other nominee is unable to participate on your behalf, you may request that your shares be re-registered in your own name.

We’re pleased to provide our shareholders with the additional benefit of the Fund’s Dividend Reinvestment Plan and hope that it may serve your financial plan.

36 CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

The Calamos Investments Advantage

Calamos’ history is one of performing well for our clients through 30 years of advances and declines in the market. We use proprietary risk-management strategies designed to control volatility, and maintain a balance between risk and reward throughout a market cycle.

Disciplined Investment Philosophy and Process

Calamos Investments has developed a proprietary research and monitoring process that goes far beyond traditional security analysis. This process applies to each of our investment strategies, with emphasis varying by strategy. When combined with the company-specific research and industry insights of our investment team, the goal is nimble, dynamic management of a portfolio that allows us to anticipate and adapt to changing market conditions. In each of our investment strategies, from the most conservative to the most aggressive, our goals include maximizing return while controlling risk, protecting principal during volatile markets, avoiding short-term market timing, and maintaining a vigilant long-term outlook.

Comprehensive Risk Management

Our approach to risk management includes continual monitoring, adherence to our discipline, and a focus on assuring a consistent risk profile during all phases of the market cycle. Incorporating qualitative and quantitative factors as well as a strong sell discipline, this risk-control policy seeks to help preserve investors’ capital over the long term.

Proven Investment Management Team

The Calamos Family of Funds benefits from our team’s decades of experience in the investment industry. We follow a one-team, one-process approach that leverages the expertise of more than 50 investment professionals, led by Co-Chief Investment Officers John P. Calamos, Sr. and Nick P. Calamos, whose investment industry experience dates back to 1970 and 1983, respectively. Through the collective industry experience and educational achievements of our research and portfolio staff, we can respond to the challenges of the market with innovative and timely ideas.

Sound Proprietary Research

Over the years, we have invested significant time and resources in developing and refining sophisticated analytical models that are the foundation of the firm’s research capabilities, which we apply in conjunction with our assessment of broad themes. We believe evolving domestic policies, the growing global economy, and new technologies present long-term investment opportunities for those who can detect them.

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT 37

This page intentionally left blank.

This page intentionally left blank.

This page intentionally left blank.

	STAY CONNECTED www.calamos.com
Visit our website for timely fund performance, detailed fund profiles, fund news and insightful market commentary.

MANAGING YOUR CALAMOS
FUNDS INVESTMENTS

Calamos Investments offers several convenient means to monitor, manage and feel confident about your Calamos investment choice.

PERSONAL ASSISTANCE: 800.582.6959

Dial this toll-free number to speak with a knowledgeable Client Services Representative who can help answer questions, perform transactions or address issues concerning your Calamos Fund.

YOUR FINANCIAL ADVISOR

We encourage you to talk to your financial advisor to determine how the Calamos Funds can benefit your investment portfolio based on your financial goals, risk tolerance, time horizon and income needs.

A description of the Calamos Proxy Voting Policies and Procedures and the Fund’s proxy voting record for the 12 month period ended June 30, 2010, are available free of charge upon request by calling 800.582.6959, by visiting the Calamos website at www.calamos.com, by writing Calamos at: Calamos Investments, Attn: Client Services, 2020 Calamos Court, Naperville, IL 60563. The Fund’s proxy voting record is also available free of charge by visiting the SEC website at http://www.sec.gov.

The Fund files its complete list of portfolio holdings with the SEC for the first and third quarters each fiscal year on Form N-Q . The Forms N-Q are available free of charge, upon request, by calling or writing Calamos Investments at the phone number or address provided above or by visiting the SEC website at http://www.sec.gov. You may also review or, for a fee, copy the forms at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800.732.0330.

On June 21, 2010, the Fund submitted a CEO annual certification to the NYSE on which the Fund’s chief executive officer certified that he was not aware, as of that date, of any violation by the Fund of the NYSE’s corporate governance listing standards. In addition the Fund’s report to the SEC on Form N-CSR contains certifications by the fund’s principal executive officer and principal financial officer as required by Rule 30a-2(a) under the 1940 Act, relating to, among other things, the quality of the Fund’s disclosure controls and procedures and internal control over financial reporting.

FOR 24 HOUR AUTOMATED SHAREHOLDER ASSISTANCE: 800.432.8224

TO OBTAIN INFORMATION ABOUT YOUR INVESTMENTS: 800.582.6959

VISIT OUR WEBSITE: www.calamos.com

INVESTMENT ADVISER:

Calamos Advisors LLC
2020 Calamos Court
Naperville, IL 60563-2787

CUSTODIAN AND FUND ACCOUNTING AGENT:

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02111

TRANSFER AGENT:

The Bank of New York Mellon
P.O. Box 11258
Church Street Station
New York, NY 10286
800.524.4458

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:

Deloitte & Touche LLP
Chicago, IL

LEGAL COUNSEL:

K&L Gates LLP
Chicago, IL

2020 Calamos Court

Naperville, IL 60563-2787

800.582.6959

www.calamos.com

^© 2010 Calamos Holdings LLC. All Rights Reserved.

Calamos^® and Calamos Investments^® are registered

trademarks of Calamos Holdings LLC.

CSQANR 1946 2010

ITEM 2. CODE OF ETHICS.

(a) As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions.

(b) No response required.

(c) The registrant has not amended its Code of Ethics as it relates to any element of the code of ethics definition enumerated in paragraph(b) of this Item 2 during the period covered by this report.

(d) The registrant has not granted a waiver or an implicit waiver from its Code of Ethics during the period covered by this report.

(e) Not applicable.

(f) (1) The registrant’s Code of Ethics is attached as an Exhibit hereto.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Trustees has determined that, for the period covered by the shareholder report presented in Item 1 hereto, it has four audit committee financial experts serving on its audit committee, each of whom is an independent Trustee for purpose of this N-CSR item: John E. Neal, William R. Rybak, Stephen B. Timbers and David D. Tripple. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert pursuant to this Item. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations and liabilities imposed on such person as a member of audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert pursuant to this Item does not affect the duties, obligations, or liabilities of any other member of the audit committee or board of directors.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fee — $60,579 and $60,741 are the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant to the registrant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

(b) Audit-Related Fees — $49,402 and $49,819 are the aggregate fees billed in each of the last two fiscal years for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the

registrant’s financial statements and are not reported under paragraph (a) of this Item 4.

(c) Tax Fees — $5,420 and $9,668 are the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning.

(d) All Other Fees — $0 and $0 are the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant to the registrant, other than the services reported in paragraph (a)-(c) of this Item 4.

(e) (1) Registrant’s audit committee meets with the principal accountants and management to review and pre-approve all audit services to be provided by the principal accountants.

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

     The audit committee shall pre-approve all non-audit services to be provided by the principal accountants to the investment adviser or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant if the engagement relates directly to the operations or financial reporting of the registrant, including the fees and other compensation to be paid to the principal accountants; provided that pre-approval of non-audit services to the adviser or an affiliate of the adviser is not required if (i) the services were not recognized by management at the time of the engagement as non-audit services, (ii) the aggregate fees for all non-audit services provided to the adviser and all entities controlling, controlled by or under common control with the adviser are less than 5% of the total fees for non-audit services requiring pre-approval under paragraph (e)(1)of this Item 4 paid by the registrant, the adviser or its affiliates to the registrant’s principal accountants during the fiscal year in which the non-audit services are provided, and (iii) such services are promptly brought to the attention of the audit committee by management and the audit committee approves
them prior to the completion of the audit.

(e)(2) No percentage of the principal accountant’s fees or services described in each of paragraphs (b)—(d) of this Item were approved pursuant to the waiver provision paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) No disclosures are required by this Item 4(f).

(g) $5,420 and $9,668 are the aggregate non-audit fees billed in each of the last two fiscal years for services rendered by the principal accountant to the registrant. $0 and $0 are the aggregate non-audit fees billed in each of the last two fiscal years for services rendered by the principal accountant to the investment adviser or any entity controlling, controlled by or under common control with the adviser.

(h) No disclosures are required by this Item 4(h).

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

The registrant has a separately-designated standing audit committee. The members of the registrant’s audit committee are Weston W. Marsh, John E. Neal, William R. Rybak, Stephen B. Timbers, and David D. Tripple.

ITEM 6. SCHEDULE OF INVESTMENTS

Included in the Report to Shareholders in Item 1.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

The registrant has delegated authority to vote all proxies relating to the Fund’s portfolio securities to the Fund’s investment advisor, Calamos Advisors LLC (“Calamos Advisors”). The Calamos Advisors Proxy Voting Policies and Procedures are included as an Exhibit hereto.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

(a)(1) As of October 31, 2010, the registrant is lead by a team of investment professionals. The Co-Chief Investment Officers and senior strategy analysts are responsible for the day-to-day management of the registrant’s portfolio:

During the past five years, John P. Calamos, Sr. has been President and Trustee of the Fund and chairman, CEO and Co-CIO of the Fund’s investment adviser, Calamos Advisors LLC and its predecessor company (“Calamos Advisors”). Nick P. Calamos has been Vice President and Trustee of the Fund (through June 2006) and President of Investments and Co-CIO of Calamos Advisors and its predecessor company. John P. Calamos, Jr., Executive Vice President of Calamos Advisors, joined the firm in 1985 and has held various senior investment positions since that time. Dino Dussias joined Calamos Advisors in October 1995 and has been a senior strategy analyst since April 2007. Christopher Hartman joined Calamos Advisors in February 1997 and has been a senior strategy analyst since May 2007. John Hillenbrand joined Calamos Advisors in 2002 and has been a senior strategy analyst since August 2002. Steve Klouda joined Calamos Advisors in 1994 and has been a senior strategy analyst since July 2002. Bryan Lloyd joined Calamos Advisors in October 2003 and has been a senior strategy analyst since June 2006. Jeff Scudieri joined Calamos Advisors in 1997 and has been a senior strategy analyst since September 2002. Jon Vacko joined Calamos Advisors in 2000 and has been a senior strategy analyst since July 2002. Joe Wysocki joined Calamos Advisors in October 2003 and has been a senior strategy analyst since February 2007.

(a)(2) The portfolio managers also have responsibility for the day-to-day management of accounts other than the registrant. Information regarding these other accounts is set forth below.

NUMBER OF OTHER ACCOUNTS MANAGED AND ASSETS BY ACCOUNT TYPE AS OF OCTOBER 31, 2010

	Registered				Other Pooled
	Investment				Investment				Other
	Companies				Vehicles				Accounts
	Accounts		Assets		Accounts		Assets		Accounts		Assets
John P. Calamos Sr.		25		25,745,493,202		11		1,047,239,868		8,309		5,888,216,756
Nick P. Calamos		25		25,745,493,202		11		1,047,239,868		8,309		5,888,216,756
John P. Calamos, Jr.		25		25,745,493,202		11		1,047,239,868		8,309		5,888,216,756
Dino Dussias		25		25,745,493,202		11		1,047,239,868		8,309		5,888,216,756
Christopher Hartman		25		25,745,493,202		11		1,047,239,868		8,309		5,888,216,756
John Hillenbrand		25		25,745,493,202		11		1,047,239,868		8,309		5,888,216,756
Steve Klouda		25		25,745,493,202		11		1,047,239,868		8,309		5,888,216,756
Bryan Lloyd		25		25,745,493,202		11		1,047,239,868		8,309		5,888,216,756
Jeff Scudieri		25		25,745,493,202		11		1,047,239,868		8,309		5,888,216,756
Jon Vacko		25		25,745,493,202		11		1,047,239,868		8,309		5,888,216,756
Joe Wysocki		25		25,745,493,202		11		1,047,239,868		8,309		5,888,216,756

Number of Accounts and Assets for which Advisory Fee is Performance Based as of: October 31, 2010

	Registered				Other Pooled
	Investment				Investment				Other
	Companies				Vehicles				Accounts
	Accounts		Assets		Accounts		Assets		Accounts		Assets
John P. Calamos Sr.		3		375,371,500		1		19,431,293		0		—
Nick P. Calamos		3		375,371,500		1		19,431,293		0		—
John P. Calamos, Jr.		3		375,371,500		1		19,431,293		0		—
Dino Dussias		3		375,371,500		1		19,431,293		0		—
Christopher Hartman		3		375,371,500		1		19,431,293		0		—
John Hillenbrand		3		375,371,500		1		19,431,293		0		—
Steve Klouda		3		375,371,500		1		19,431,293		0		—
Bryan Lloyd		3		375,371,500		1		19,431,293		0		—
Jeff Scudieri		3		375,371,500		1		19,431,293		0		—
Jon Vacko		3		375,371,500		1		19,431,293		0		—
Joe Wysocki		3		375,371,500		1		19,431,293		0		—

Other than potential conflicts between investment strategies, the side-by-side management of both the Fund and other accounts may raise potential conflicts of interest due to the interest held by Calamos Advisors in an account and certain trading practices used by the portfolio managers (e.g., cross trades between a Fund and another account and allocation of aggregated trades). Calamos Advisors has developed policies and procedures reasonably designed to mitigate those conflicts. For example, Calamos Advisors will only place cross-trades in securities held by the Fund in accordance with the rules promulgated under the 1940 Act and has adopted policies designed to ensure the fair allocation of securities purchased on an aggregated basis.

The portfolio managers advise certain accounts under a performance fee arrangement. A performance fee arrangement may create an incentive for a portfolio manager to make investments that are riskier or more speculative than would be the case in the absence of performance fees. A performance fee arrangement may result in increased compensation to the portfolio managers from such accounts due to unrealized appreciation as well as realized gains in the client’s account.

(a)(3) Calamos Advisors has developed and implemented a number of incentives that reward the professional staff to ensure that key employees are retained. Calamos Advisors’ senior management has established salary, short and long term incentive programs and benefit programs that we believe are competitive. Calamos Advisors’ incentive programs are based on investment performance, professional performance and an individual’s overall contribution. These goals and measures are established and reviewed on an annual basis during performance reviews. As of October 31, 2010, each portfolio manager receives compensation in the form of an annual base salary and a discretionary target bonus, each payable in cash. Their discretionary target bonus is set at a percentage of the respective base salary. The amounts paid to the portfolio managers and the criteria utilized to determine the amounts are benchmarked against industry specific data provided by a third party analytical agency. The compensation structure does not differentiate between the Funds and other accounts managed by the portfolio managers, and is determined on an overall basis, taking into consideration the performance of the various strategies managed by the portfolio managers. Portfolio performance, as measured by risk-adjusted portfolio performance, is utilized to determine the discretionary target bonus, as well as overall performance of Calamos Advisors. Portfolio managers are eligible to receive annual non-equity awards under a long term incentive compensation program, set at a percentage of the respective base salary.

(a)(4) As of October 31, 2010, the end of the registrant’s most recently completed fiscal year, the dollar range of securities beneficially owned by each portfolio manager in the registrant is shown below:

Portfolio Manager	Registrant
John P. Calamos Sr.	Over $1,000,000
Nick P. Calamos	Over $1,000,000
John P. Calamos, Jr.	$10,001-$50,000
Dino Dussias	None
Christopher Hartman	$1-$10,000
John Hillenbrand	None
Steve Klouda	None
Bryan Lloyd	None
Jeff Scudieri	None
Jon Vacko	None
Joe Wysocki	$1-$10,000

(b) Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No material changes.

ITEM 11. CONTROLS AND PROCEDURES.

a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

b) There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

(a)(1) Code of Ethics

(a)(2)(i) Certification of Principal Executive Officer.

(a)(2)(ii) Certification of Principal Financial Officer.

(a)(2)(iii) Proxy Voting Policies and Procedures.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Calamos Strategic Total Return Fund
By:	/s/ John P. Calamos, Sr.
Name: John P. Calamos, Sr.
Title: Principal Executive Officer
Date: December 21, 2010
By:	/s/ Nimish S. Bhatt
Name: Nimish S. Bhatt
Title: Principal Financial Officer
Date: December 21, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ John P. Calamos, Sr.
Name: John P. Calamos, Sr.
Title: Principal Executive Officer
Date: December 21, 2010
By:	/s/ Nimish S. Bhatt
Name: Nimish S. Bhatt
Title: Principal Financial Officer
Date: December 21, 2010

EX-99.CODE ETH

CALAMOS INVESTMENT TRUST
CALAMOS ADVISORS TRUST
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
CALAMOS CONVERTIBLE AND HIGH INCOME FUND
CALAMOS STRATEGIC TOTAL RETURN FUND
CALAMOS GLOBAL TOTAL RETURN FUND
CALAMOS GLOBAL DYNAMIC INCOME FUND

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS

I. Covered Officers/Purpose of the Code

     This Code of Ethics (the “Code”) for the investment companies within the Calamos Investment Trust, Calamos Advisors Trust, Calamos Convertible Opportunities and Income Fund, Calamos Convertible and High Income Fund, Calamos Strategic Total Return Fund, Calamos Global Total Return Fund, Calamos Global Dynamic Income Fund (collectively the “Funds” and each, a “Fund”) applies to the Funds’ Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (the “Covered Officers”), or those performing similar functions, for the purpose of promoting:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely and understandable disclosure in reports and documents that a Fund files with, or submits to, the Securities and Exchange Commission (“SEC”), and in other public communications made by a Fund;

• compliance with applicable laws and governmental rules and regulations;

• prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

• accountability for adherence to the Code.

     Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II. Administration of the Code

     The Code shall be administered by the Chief Compliance Officer of the Funds (the “Code Officer”). In the absence of the Code Officer, his or her designee shall serve as the Code Officer, but only on a temporary basis.

     Each Fund has designated its chief legal officer (the “Chief Legal Officer”) for purposes of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. The Chief Legal Officer shall assist the Code Officer in administration of this Code. The Chief Legal Officer is responsible for applying this Code to specific situations in which questions are presented under it (in consultation with Fund counsel, where appropriate)

and has the authority to interpret this Code in any particular situation. However, any waiver sought by a Covered Officer with respect to any Fund must be approved by the Audit Committee of the Fund (the “Audit Committee”).

III. Actual and Apparent Conflicts of Interest

     Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his/her service to, a Fund. For example, a conflict of interest would arise if a Covered Officer, or a family member, receives improper personal benefits as a result of the Covered Officer’s position with a Fund.

     Certain conflicts of interest arise out of the relationships between Covered Officers and a Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (the “Company Act”) and the Investment Advisers Act of 1940 (the “Advisers Act”). For example, Covered Officers generally may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fund because of their status as “affiliated persons” of the Fund. A Fund’s and its investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

     Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between a Fund and its investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Fund or for the adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and a Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the adviser and is consistent with the performance by the Covered Officers of their duties as officers of a Fund. Thus, if performed in conformity with the provisions of the Company Act and the Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds’ Boards of Trustees (each a “Board”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

     Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions of the Company Act and the Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fund.

     Each Covered Officer must:

• not use personal influence or personal relationships improperly to influence investment decisions or financial reporting by a Fund whereby the Covered Officer or a family member would benefit personally to the detriment of a Fund;

2

• not cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer or a family member rather than the benefit of the Fund;

• not retaliate against any other Covered Officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and

• not use material non-public knowledge of portfolio transactions made or contemplated for a Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions.¹

     There are some potential conflict of interest situations that must be approved by the Code Officer, after consultation with the Chief Legal Officer. Those situations include, but are not limited to:

• service as director on the board of any public for-profit company;

• any ownership interest in, or any consulting or employment relationship with, any Fund service provider, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; and

• a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

     There are some potential conflict of interest situations that should be discussed with the Code Officer, if material. Those situations include, but are not limited to:

• receipt of any gift of substantial value (more than $100), a cash payment in any amount, a preferred personal investment opportunity, or other thing of more than de minimis value from any person or entity that does business, or is seeking to do business with a Fund or its investment adviser; and

• receipt of any entertainment from any company with which a Fund has current or prospective business dealings, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety.

     It is not the intent of this Code to prohibit the ordinary courtesies of business life, such as token gifts or modest entertainment incidental to a business relationship.

¹ For purposes of this Code, personal trading activity of the Covered Officers shall be monitored in accordance with the Funds’ code. Each Covered Officer shall be considered an “Access Person” under such Code.

3

IV. Disclosure and Compliance

     Each Covered Officer should:

• be familiar with the disclosure requirements generally applicable to the Funds;

• not knowingly misrepresent, or cause others to misrepresent, facts about any Fund to others, whether within or outside the Fund, including to the Fund’s trustees and auditors, and to governmental regulators and self-regulatory organizations;

• to the extent appropriate within his/her area of responsibility, consult with other officers and employees of the Funds and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and

• promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

V. Reporting and Accountability

     Each Covered Officer must:

• upon adoption of the Code (or after becoming a Covered Officer), affirm to the Code Officer that he/she has received, read and understands the Code;

• notify the Code Officer promptly if he/she knows of any violation of this Code; and

• respond to the trustee and officer questionnaires circulated periodically in connection with the preparation of disclosure documents for the Funds.

     The Code Officer shall maintain records of all activities related to this Code.

     The Funds will follow these procedures in investigating and enforcing this Code:

• The Code Officer will take all appropriate action to investigate any potential violations reported to him/her;

• If, after such investigation, the Code Officer believes that no violation has occurred, no further action is required;

• Any matter that the Code Officer believes is a violation will be reported to the Audit Committee;

• If the Audit Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable

4

	policies and procedures; notification to the Chief Executive Officer of the Funds; or a recommendation to dismiss the Covered Officer;
•	The Audit Committee will be responsible for granting waivers in its sole discretion; and
•	Any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

VI. Other Policies and Procedures

     This Code shall be the sole code of ethics adopted by the Funds for the purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other polices or procedures of the Funds, the Funds’ advisers, principal underwriter or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Code of Ethics and Insider Trading Policy of Funds and their investment advisers and principal underwriter under Rule 17j-1 under the Company Act and the advisers’ more detailed policies and procedures are separate requirements applying to the Covered Officers and others and are not part of this Code.

VII. Amendments

     Any amendment to this Code must be approved or ratified by the Board, including a majority of independent Board members.

VIII. Confidentiality

     All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Board, the Covered Officers, the Code, outside audit firms and legal counsel to the Funds and the adviser, and senior management of the adviser.

IX. Internal Use

     The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Fund, as to any fact, circumstance, or legal conclusion.

Adoption: March 2, 2004
Revised: December 20, 2007

5

EX-99.CERT

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, John P. Calamos, Sr., certify that:

1. I have reviewed this report on Form N-CSR of Calamos Strategic Total Return Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods
presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 21, 2010

/s/ John P. Calamos, Sr.  Principal Executive Officer

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Nimish S. Bhatt, certify that:

1. I have reviewed this report on Form N-CSR of Calamos Strategic Total Return Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 21, 2010

/s/ Nimish S. Bhatt Principal Financial Officer

EX-99.906CERT

SECTION 906 CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, each of the undersigned officers of Calamos Strategic Total Return Fund (the “Company”), hereby certifies, to his knowledge, that the Company’s Report on Form N-CSR for the period ended October 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 21, 2010

/s/ John P. Calamos, Sr.

Name: John P. Calamos, Sr.

Title: Principal Executive Officer

/s/ Nimish S. Bhatt

Name: Nimish S. Bhatt

Title: Principal Financial Officer

This certificate is furnished pursuant to the requirements of Form N-CSR and shall not be deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act of 1934.

A signed original of this certificate required by Section 906 has been provided to Calamos Strategic Total Return Fund and will be retained by Calamos Strategic Total Return Fund and furnished to the Securities and Exchange Commission or staff upon request.

EX-99

Amended and Restated: September 12, 2008

Calamos Advisors LLC
Calamos Partners LLC
Calamos Wealth Management LLC

Proxy Voting Policies and Procedures

Calamos Advisors LLC, Calamos Partners LLC and Calamos Wealth Management LLC (hereinafter collectively referred to as “Calamos”), as an investment adviser to clients who have granted them proxy voting discretion (including, in the case of Calamos Advisors LLC the Calamos mutual funds and closed-end funds (the “Funds”)), have adopted these proxy voting policies and procedures to help satisfy its fiduciary duties relating to proxy voting. Calamos recognizes the importance of maximizing and protecting the interests of its clients through its voting practices and of helping build stronger corporate governance within the companies in which its clients invest. To that end, these policies and procedures seek to further the voting of proxies in the best interests of our clients as investors.

I. Responsibility of Calamos to Vote Proxies

A.

Delegation of Duties Calamos has delegated its administrative duties with respect to analysis and voting proxies to its Proxy Group of its Risk Management Group within Portfolio Management Department (the “Proxy Group”) and to its Corporate Actions Group within the Portfolio Management Department (“Corporate Actions”).

B.

Responsibilities of the Proxy Group The Proxy Group’s duties consist of analyzing proxy statements of issuers whose stock is owned by any client (including the Calamos Funds and any separate accounts managed by Calamos) that has delegated proxy voting administrative responsibility to Calamos and recommending how proxy votes should be cast. Unless otherwise directed by the client, the Proxy Group seeks to vote all proxies in the best interests of the client in terms of the perceived effect of the vote on the value of the client’s investment. The Proxy Group shall have responsibility for:

(i)	reviewing proxy statements for issuers in which Advisory Clients and/or the Calamos Funds invest;
(ii)	reviewing any and all relevant other information provided by the issuer or third parties regarding any proposals; and
(iii)	making a recommendation as to how shares should be voted.

C. Responsibilities of Corporate Actions Based on the guidance provided by the Proxy Group, Corporate Actions will process proxy votes on behalf of, and vote proxies solely in the interests of, the Calamos Funds, separate account clients, or, where employee benefit plan assets are involved, in the interests of the plan participants and beneficiaries (collectively, “Advisory Clients”) that have properly delegated such responsibility to Calamos. Corporate Actions shall have responsibility for:

(i)	identifying potential conflicts of interest and referring them to the Proxy Review Committee for resolution (as described in Section III, below);
(ii)	maintaining appropriate records pursuant to these procedures and SEC rules;
(iii)	voting proxies as directed by the Proxy Group or Proxy Review Committee; and
(iv)	overseeing the voting process.

Page 1 of 6

Amended and Restated: September 12, 2008

D.	Voting of Proxies All proxies received by the Proxy Group will be voted by Corporate Actions based upon Calamos’ instructions and/or policies. To assist it in analyzing proxies, Calamos subscribes to Institutional Shareholder Services (“ISS”), an unaffiliated third party corporate governance research service that provides in-depth analyses of shareholder meeting agendas, vote recommendations, record keeping and vote disclosure services. Although ISS’ analyses are thoroughly reviewed and considered in making a final voting decision, Calamos does not consider recommendations from ISS, or any other third party, to be determinative of Calamos’ ultimate decision. As a matter of policy, the officers, directors and employees of Calamos and the Proxy Group will not be influenced by outside sources whose interests conflict may with the interests of Advisory Clients.
E.	Voting of Proxies on Securities Not Held The Proxy Group will also decide whether to vote proxies for securities that are sold following a record date, but before a shareholder meeting date. In most cases, Calamos will not vote securities not held on the shareholder meeting date. The Proxy Group may, however, consider various factors in deciding whether to vote such proxies, including Calamos’ long-term view of the issuer’s securities for investment.
F.	Securities Lending Certain Calamos Funds and Advisory Client accounts may participate in securities lending programs with various counterparties. If a fund or account participates in a securities lending program, the Proxy Group may attempt to recall the portfolio securities and vote proxies relating to such securities under certain circumstances. For example, if the Proxy Group determines that the votes involve matters that could have a material effect on the fund’s or account’s investment in such loaned securities. There can be no guarantee that any such securities can be retrieved for such purpose. With respect to securities lending transactions, the Proxy Group seeks to balance the economic benefits of continuing to participate in an open securities lending transaction against the inability to vote proxies. As a result, Calamos generally will not attempt to recall portfolio securities to vote proxies relating to routine matters.
G.	Fund of Funds Calamos Multi-Fund Blend is structured as a fund of funds and invests its assets in shares of other Calamos Funds. The Proxy Group will vote Calamos Multi-Fund Blend shares in the underlying Calamos Funds in the same proportion as the vote of all other shareholders in the underlying Calamos Fund.
H.	Securities of Foreign Issuers In certain foreign jurisdictions the voting of proxies on portfolio securities may result in additional restrictions that may have an economic impact or cost to the security holder. We believe that in some instances the best interest of our clients is served by abstaining or not voting such proxies. Examples of issues unique to foreign securities include, but are not limited to, the following

(i)

Share Blocking In certain non-U.S. jurisdictions, a security holder that votes a proxy is prohibited from selling the security until the meeting for which the proxy has been voted is completed. This period of time may range from days to weeks. Since this blocking of sales prevents the sale of a security regardless of market conditions and developments, we believe it increases risk. Therefore, it often may be in the best interests of our investors not to vote such proxies. Whether we vote such proxies will be determined on a case by case basis.

(ii)

Lack of Notice or Information Foreign regulations do not standardize the notification period for a proxy vote. In some instances, the notice period is so short that we cannot research the issues presented. In instances where we have insufficient notice to permit us to cast a reasoned vote, we will abstain from voting on particular issues or not vote at all.

II. Conflicts of Interest

Page 2 of 6

Amended and Restated: September 12, 2008

A. Identification of Conflicts of Interest All conflicts of interest will be resolved in the interests of the Advisory Clients. Calamos makes its best efforts to avoid conflicts of interest. However, conflicts of interest can arise in situations where:

(i)	The issuer is a client of Calamos or its affiliates;
(ii)	The issuer is a vendor whose products or services are material or significant to the business of Calamos or its affiliates;
(iii)	The issuer is an entity participating, or which may participate, in the distribution of investment products advised, administered or sponsored by Calamos or its affiliates (e.g., a broker, dealer or bank);
(iv)	An employee of Calamos or its affiliates, or an immediate family member of such employee, also serves as a director or officer of the issuer;
(v)	A director of Calamos Asset Management, Inc. or a Trustee of a Calamos Fund, or an immediate family member of such director or trustee, also serves as an officer or director of the issuer; or
(vi)	The issuer is Calamos Asset Management, Inc. or any of its proprietary investment products.

	Material conflicts of interest are identified by Corporate Actions based upon analyses of client, broker and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings.
B.	Establishment and Operation of Proxy Review Committee In situations where a material conflict of interest is identified, the Proxy Group will refer the matter, along with the recommended course of action by Calamos, if any, to a Proxy Review Committee comprised of representatives from Portfolio Management (which may include portfolio managers and/or research analysts employed by Calamos), Operations, Legal and Compliance Departments within Calamos for evaluation and voting instructions. The Proxy Review Committee may defer to the voting recommendation of ISS, or those of another independent third party provider of proxy services or send the proxy directly to the relevant Advisory Clients with a recommendation regarding the vote for approval.
	The Proxy Review Committee will independently review proxies that are identified as presenting material conflicts of interest; determine the appropriate action to be taken in such situations; report the results of such votes to Calamos’ clients as may be requested; and recommend changes to the Proxy Voting Policies and Procedures as appropriate.
	The Proxy Review Committee will also decide whether to vote proxies for securities deemed to present conflicts of interest that are sold following a record date, but before a shareholder meeting date. The Proxy Review Committee may consider various factors in deciding whether to vote such proxies, including Calamos’ long-term view of the issuer’s securities for investment, or it may defer the decision to vote to the applicable Advisory Client.
C.	Records of Proxy Review Committee Actions The Proxy Review Committee will prepare a Conflicts Report for each situation where a material conflict of interest is identified that (1) describes any conflict of interest; (2) discusses the procedures used to address such conflict of interest; and (3) discloses any contacts from parties outside Calamos (other than routine communications from proxy solicitors) with respect to the proposal not otherwise reported. The Conflicts Report will also include written confirmation that any recommendation provided under circumstances where a conflict of interest is found to exist was made solely on the investment merits and without regard to any other consideration.

Page 3 of 6

Amended and Restated: September 12, 2008

II. Voting Guidelines

A.	General Proxy Voting Guidelines Calamos has adopted general guidelines for voting proxies as summarized below. In keeping with its fiduciary obligations to its Advisory Clients, Calamos reviews all proposals, even those that may be considered to be routine matters. Although these guidelines are to be followed as a general policy, in all cases each proxy and proposal will be considered based on the relevant facts and circumstances. Calamos may deviate from the general policies and procedures when it determines that the particular facts and circumstances warrant such deviation to protect the interests of the Advisory Clients. These guidelines cannot provide an exhaustive list of all the issues that may arise nor can Calamos anticipate all future situations. Corporate governance issues are diverse and continually evolving and Calamos devotes significant time and resources to monitor these changes. Calamos generally will not vote proxies for securities over which we do not have trading authority that may be held in Advisory Client accounts. In such instances, we will forward the proxy to the Advisory Client to vote.
B.	Specific Matters Submitted to Shareholders Calamos’ proxy voting positions have been developed based on years of experience with proxy voting and corporate governance issues. These principles have been reviewed by various members of Calamos’ organization, including Portfolio Management, Legal, Compliance, and Calamos’ officers. The Board of Trustees of the Calamos Funds is asked to approve the proxy voting policies and procedures annually.
	One of the primary factors Calamos considers when determining the desirability of investing in a particular company is the quality and depth of that company’s management. Accordingly, the recommendation of management on any issue is a factor that Calamos considers in determining how proxies should be voted. However, Calamos does not consider recommendations from management to be determinative of Calamos’ ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company’s management. Each issue, however, is considered on its own merits, and Calamos will not support the position of a company’s management in any situation where it determines that the support of management’s position would adversely affect the investment merits of owning that company’s shares.
	The following guidelines reflect what Calamos believes to be good corporate governance and behavior:

1. Corporate Governance and Structure

a.

Board of Directors/Trustees The election of directors and an independent board are vital to good corporate governance. Directors are expected to be competent individuals and they should be accountable and responsive to shareholders. 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 we will examine board member elections on a case-by-case basis, Calamos generally supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. For all other votes regarding boards of directors, we will vote on a case-by-case basis.

b.

Ratification of Auditors In light of several high profile accounting scandals, Calamos will closely scrutinize the role and performance of auditors. On a case-by-case basis, Calamos will examine proposals relating to non-audit relationships and non-audit fees. Calamos will also consider, on a case-by-case

Page 4 of 6

Amended and Restated: September 12, 2008

	basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of accounting irregularities or negligence attributable to the auditors.
c.	Merger, Acquisitions, Reincorporation and Other Transactions Companies ask their shareholders to vote on an enormous variety of different types of transactions, including mergers, acquisitions, reincorporations and reorganizations involving business combinations, liquidations and the sale of all or substantially all of a company’s assets. Voting on such proposals involves considerations unique to each transaction. Therefore, we will vote on proposals to effect these types of transactions on a case-by-case basis.
d.	Anti-Take Over Measures and Shareholder Voting Rights Calamos generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, Calamos conducts an independent review of each anti-takeover proposal. On occasion, Calamos may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm Advisory Clients’ interests as stockholders. Calamos generally supports proposals that require shareholder rights plans (“poison pills”) to be subject to a shareholder vote. Calamos will closely evaluate shareholder rights’ plans on a case-by-case basis to determine whether or not they warrant support. Calamos will generally vote against any proposal to issue stock that has unequal or subordinate voting rights.
e.	Capital Structure Calamos realizes that a company’s financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. Calamos will carefully review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. Calamos will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. Calamos will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. Calamos will review proposals seeking preemptive rights on a case-by-case basis.
f.	Social and Corporate Policy Issues As a fiduciary, Calamos is primarily concerned about the financial interests of its Advisory Clients. Calamos will generally give management discretion with regard to social, environmental and ethical issues although Calamos may vote in favor of proposals regarding those issues that are believed to have significant economic benefits or implications.
g.	Global Corporate Governance Calamos manages investments in countries worldwide. Many of the tenets discussed above are applied to Calamos’ proxy voting decisions for international investments. However, Calamos must be flexible in these worldwide markets and must be mindful of the varied market practices of each region.

2. Executive Compensation and Option Plans A company’s equity-based compensation plan should be in alignment with the shareholders’ long-term interests. Accordingly, proxy votes should be used to encourage the use of reasonably designed compensation plans that promote such alignment by providing officers and employees with an incentive to increase shareholder value. Calamos evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable. Calamos may review the ISS quantitative model utilized to assess such plans. Severance

Page 5 of 6

Amended and Restated: September 12, 2008

compensation arrangements will be reviewed on a case-by-case basis, although Calamos will oppose “golden parachutes” that are considered excessive. Calamos will normally support proposals that require that a percentage of directors’ compensation be in the form of common stock, as it aligns their interests with those of the shareholders.

3.

Other Business Matters Many proxy statements include the approval of routine business matters, such as changing the company’s name, and procedural matters relating to the shareholder meetings. Generally these routine matters do not materially affect shareholder interests adversely and are best left to the board of directors and senior management of the company. Thus, we will generally vote for board-approved proposals seeking to approve such matters.

IV. Record Retention and Disclosure

A.

Record Retention Corporate Actions shall be responsible for collecting and maintaining proxy related information on each vote cast as required by applicable law unless such function is outsourced. Such information shall include (i) the name of the shareholder whose proxy is being voted; (ii) the name of the company; (iii) the exchange ticker symbols of the company; (iv) CUSIP number; (v) proxy statements; (vi) shareholder meeting date; (vii) brief identification of the matter voted on; (viii) whether the matter was proposed by the company or by a security holder; (ix) whether a vote was cast on the matter; (x) how the vote was cast (e.g., for or against proposal, or abstained, for or withheld regarding election of directors); (xi) whether the vote was cast for or against management; (xii) Conflicts Reports; and (xiii) any information created by Calamos or a third party needed by the Committee to make a voting determination. The above information shall be maintained in an easily accessible place for a period of not less than six years from the end of the fiscal year in which the information was created, with the first two years in an appropriate office of Calamos unless record retention is outsourced.

B.

Disclosure Corporate Actions shall be responsible for appropriately disclosing proxy voting information, including these policies and procedures, the voting guidelines and the voting records of the Funds or clients as may be required by applicable law. Corporate Actions, in conjunction with legal staff responsible for coordinating Calamos Fund disclosure, will file all required Forms N-PX, on a timely basis with respect to investment company clients, disclose that its proxy voting record is available on the web site, and will make available the information disclosed in its Form N-PX as soon as is reasonable practicable after filing Form N-PX with the SEC. Corporate Actions, in conjunction with legal staff responsible for coordinating Fund disclosure, will ensure that all required disclosure about proxy voting of the investment company clients is made in such clients’ financial statements and disclosure documents.

V.	Reports to the Funds’ Boards and Non-Investment Company Clients of Calamos
	Corporate Actions shall provide proxy information to each Board of Trustee of the Funds as such Board may request from time to time.

For non-investment company clients of Calamos, Corporate Actions shall appropriately respond in writing to all written client requests for information on how it voted on behalf of the client. Such written request along with any written response to such written request or oral client request shall be maintained in an easily accessible place for a period of not less than five years from the end of the fiscal year, with the first two years in an appropriate office of Calamos.

Page 6 of 6