DESCRIPTION OF PROXY VOTING POLICIES AND PROCEDURES

      The Fund has delegated proxy voting responsibilities to its investment
adviser, Calamos Advisors LLC. ("Calamos"), subject to the Board's general
oversight. The Fund expects Calamos to vote proxies related to the Fund's
portfolio securities for which the Fund has voting authority consistent with the
Fund's best economic interests. Calamos has adopted its own Proxy Voting
Policies and Procedures ("Policies"). The Policies address, among other things,
conflicts of interest that may arise between the interests of the Fund, and the
interests of the adviser and its affiliates, including the Fund's principal
underwriter.

      The following is a summary of the proxy voting Policies used by Calamos to
follow in voting proxies.

      To assist it in voting proxies, Calamos has established a Committee
comprised of members of its Portfolio Management and Research Departments. The
committee and/or its members will vote proxies using the following guidelines.

      In general, if Calamos believes that a company's management and board have
interests sufficiently aligned with the Fund's interest, Calamos will vote in
favor of proposals recommended by a company's board. More specifically, Calamos
seeks to ensure that the board of directors of a company is sufficiently aligned
with security holders' interests and provides proper oversight of the company's
management. In many cases this may be best accomplished by having a majority of
independent board members. Although Calamos will examine board member elections
on a case-by-case basis, Calamos will generally vote for the election of
directors that would result in a board comprised of a majority of independent
directors.

      Because of the enormous variety and complexity of transactions that are
presented to shareholders, such as mergers, acquisitions, reincorporations,
adoptions of anti-take over measures (including adoption of a shareholder rights
plan, requiring supermajority voting on particular issues, adoption of fair
price provisions, issuance of blank check preferred stocks and the creation of a
separate class of stock with unequal voting rights), changes to capital
structures (including authorizing additional shares, repurchasing stock or
approving a stock split), executive compensation and option plans, that occur in
a variety of industries, companies and market cycles, it is extremely difficult
to foresee exactly what would be in the best interests of the Fund in all
circumstances. Moreover, voting on such proposals involves considerations unique
to each transaction. Accordingly, Calamos will vote on a case-by-case basis on
proposals presenting these transactions.

      Finally, Calamos has established procedures to help resolve conflicts of
interests that might arise when voting proxies for the Fund. This procedure
provides that the Committee, along with Calamos' Legal Department, will examine
conflicts of interests with the Fund of which Calamos is aware and seek to
resolve such conflicts in the best interests of the Fund, irrespective of any
such conflict.



      You may obtain a copy of the Calamos' Policies by calling (800) 582-6959,
by visiting its website at www.calamos.com or by writing Calamos at: Calamos
Investments, Attn: Client Services, 2020 Calamos Court, Naperville, IL 60563,
and on the Securities and Exchange Commission's website at www.sec.gov.