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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., Founder, Chairman and
Global Chief Investment Officer
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, 2022

DATE OF REPORTING PERIOD: November 1, 2021 through October 31, 2022

 

 

 

ITEM 1(a). REPORT TO SHAREHOLDERS.

TIMELY INFORMATION INSIDE

Strategic Total Return Fund (CSQ)

Annual REPORT October 31, 2022

GO PAPERLESS

SIGN UP FOR E-DELIVERY

Visit www.calamos.com/paperless
to enroll. You can view shareholder
communications, including fund prospectuses,
annual reports and other shareholder materials
online long before the printed publications
arrive by traditional mail.

 

Experience and Foresight

Our Managed Distribution Policy

Closed-end fund investors often seek a steady stream of income. Recognizing this important need, Calamos closed-end funds adhere to a managed distribution policy in which we aim to provide consistent monthly distributions through the disbursement of the following:

Net investment income

Net realized short-term capital gains

Net realized long-term capital gains

And, if necessary, return of capital

We set distributions at levels that we believe are sustainable for the long term. Our team focuses on delivering an attractive monthly distribution, while maintaining a long-term emphasis on risk management. The level of the Fund’s distribution can be greatly influenced by market conditions, including the interest rate environment, the individual performance of securities held by the Fund, our view of retaining leverage, Fund tax considerations, and regulatory requirements.

You should not draw any conclusions about the Fund’s investment performance from the amount of its distribution or from the terms of the Fund’s plan. The Fund’s Board of Trustees may amend or terminate the managed distribution policy at any time without prior notice to the Fund’s shareholders.

For more information about any Calamos closed-end funds, we encourage you to contact your investment professional 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.

Note: The Fund adopted a managed distribution policy on January 1, 2018.

Maximizing Investment with an Automatic Dividend Reinvestment Plan

Calamos is committed to helping shareholders maximize the opportunities of our closed-end funds. 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. If shares are trading at a premium to NAV, you will purchase shares at lower-than-market price. For more information, please see page 69.

Letter to Shareholders

John P. calamos, sr.

Founder, Chairman,
and Global Chief
Investment Officer

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   1

Dear Fellow Shareholder:

Welcome to your annual report for the 12 months ending October 31, 2022. In this report, you will find commentary from our portfolio management teams, a listing of portfolio holdings, financial statements and highlights, and detailed information about the performance and positioning of Calamos Strategic Total Return Fund (CSQ). Global markets have faced many challenges over the reporting period, and we understand investors have questions. Our team has sought to address the key topics in the markets and how they have influenced the Fund, and it is our hope that you find this report informative. In these challenging times, we believe that CSQ’s multi-asset approach continues to offer a compelling total-return strategy for investors seeking current income.

Investing through periods of rapid change is never easy, but it’s important to maintain a long-term perspective. When markets are volatile and economic conditions are uncertain, many investors find it difficult to stay invested. During my more than 50 years as an investor, I have learned that there are opportunities in all economic environments for active investors who follow disciplined processes. Especially during challenging markets, it’s helpful to remember that market volatility and economic uncertainty are always part of the investment landscape—but short-term volatility sets the stage for long-term opportunities. For example, our team seeks to use short-term sell-offs to actively rebalance the Fund to gain exposure to investments with compelling long-term potential.

Market Review

During the 12-month reporting period, heightened investor anxiety buffeted global markets. Market participants worried about the Federal Reserve’s interest rate increases, inflation, recessionary pressures, fiscal policy and geopolitical uncertainty. Although unemployment remained low in the US, well-publicized layoffs began to make their way into the headlines, and corporate earnings expectations started to decline as companies confronted inflation and an array of unknowns related to regulations and taxes. Investors who were long accustomed to abnormally low interest rates faced a new reality: As the Fed dug into its tightening cycle and global central banks followed suit, the yield of

Letter to Shareholders

2   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

the US 10-year Treasury crossed 4% for the first time since 2010. Although conditions began to stabilize as the reporting period closed—particularly for smaller-cap stocks—major equity, fixed income and convertible market benchmarks closed the reporting period with losses.

Outlook

There are times when macro or geopolitical concerns—such as Fed policy, inflation or the war in Ukraine—drive most of the market’s activity. This is the sort of environment we find ourselves in today. We expect heightened volatility as markets seek clarity about whether a recession is indeed on the horizon or has perhaps already begun. In the US, the fiscal policy backdrop remains uncertain, which is likely to contribute to volatility as market participants pay increasing attention to the 2024 election.

We remain highly attuned to potential risks—monetary policy errors and geopolitics are top of mind. Fiscal policy in the United States will be highly consequential for the markets and the economy. Business confidence is flagging, with real implications not only for corporate profits but also for individuals. Regulations that unduly disincentivize entrepreneurial activity create headwinds that may be felt by businesses first but eventually ripple into households. Policies that encourage unchecked and excessive demand without a corresponding increase in supply ultimately come home to roost, as evidenced by the inflation we see today.

Here’s another important point: Despite the big-picture challenges and uncertainties, over the long term, fundamentals win out. CSQ does not invest in the broad economy or in markets as a whole. Rather, our team is focused on managing risk and identifying individual securities that offer compelling risk-and-reward characteristics. Our investment professionals are looking through the short-term noise to identify pockets of opportunity—including among innovative companies with quality fundamentals, those in thematic niches, and those that can demonstrate long-term resilience regardless of the macro backdrop. In a rising interest rate environment, price-to-earnings multiples can come down even if earnings are good, so our team remains particularly mindful of valuations.

Letter to Shareholders

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   3

Innovative Multi-Asset Approach Supports the Search for Steady, Attractive Income

Our experience with closed-end funds dates back to 2002, and we have always recognized that many investors choose closed-end funds to support their search for income. Like all our closed-end funds, CSQ is managed with the goal of providing steady (although not assured) monthly distributions. We believe our innovative approach will be an especially important differentiator given the unusual economic and market environment we find ourselves in.

We employ a managed distribution policy within this Fund with the goal of providing shareholders a consistent and attractive distribution stream. As of October 31, 2022, the monthly per share distribution rate was $0.1025, and the annualized distribution rate was 8.94% on market price. Although interest rates rose sharply during the annual period with the yield on the 10-year Treasury rising from 1.55% to 4.10%, rates remain modest in absolute terms historically, and negative in real terms (below the rate of inflation). This was true more so for the dividend yield on the S&P 500 Index, which stood at 1.69%. Therefore, the Fund’s annualized distribution rate soundly outdistances both fixed income and equity alternatives.

Moreover, the Fund has no estimated return of capital associated with distributions in 2022, as of October 31, 2022.

Conclusion

As always, thank you for your trust. We are honored to serve you and help you achieve your asset allocation goals. I invite you to visit our website, www.calamos.com, for ongoing updates about the markets and thought leadership from our team. We also provide information about asset allocation strategies for investors seeking income, capital appreciation, or both.

Sincerely,

John P. Calamos, Sr.
Founder, Chairman, and Global Chief Investment Officer

Current annualized distribution rate is the Fund’s most recent distribution, expressed as an annualized percentage of the Fund’s current market price per share. The Fund’s 10/31/22 distribution was $0.1025 per share. Based on our current estimates, we anticipate that approximately $0.1025 is paid from ordinary income or capital gains and that approximately $0.0000 represents a return of capital. Estimates are calculated on a tax basis rather than on a generally accepted accounting principles (GAAP) basis, but they should not be used for tax reporting purposes. Distributions are subject to re-characterization for tax purposes after the end of the fiscal year. This information is not legal or tax advice. Consult a professional regarding your specific legal or tax matters. Under the Fund’s managed distribution policy, distributions paid to common shareholders may include net investment income, net realized short- and long-term capital gains, and return of capital. When the net investment income and net realized short- and long-term capital gains are not sufficient, a portion of the distribution will be a return of capital. The distribution rate may vary.

Letter to Shareholders

4   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

Before investing, carefully consider a fund’s investment objectives, risks, charges and expenses. Please see the prospectus containing this and other information or call 800-582-6959. Please read the prospectus carefully. Performance data represents past performance, which is no guarantee of future results. Current performance may be lower or higher than the performance quoted.

Diversification and asset allocation do not guarantee a profit or protection against a loss. Investments in alternative strategies may not be suitable for all investors.

Returns for the 12 months ended October 31, 2022: The S&P 500 Index, a measure of the US stock market, returned -14.61%. The MSCI All Country World Index, a measure of global stock market performance, returned -19.58%. The ICE BofA All US Convertibles Index, a measure of the US convertible securities market, returned -20.26%. The Refinitiv Global Convertible Bond Index, a measure of the global convertible bond market, returned -23.85%. The Bloomberg US Corporate High Yield 2% Issuer Capped Index, a measure of the performance of high-yield corporate bonds with a maximum allocation of 2% to any one issuer, returned -11.76%. The Bloomberg US Aggregate Bond Index, a measure of the US investment-grade bond market, returned -15.68%.

Source: Calamos Advisors LLC.

Unmanaged index returns assume reinvestment of any and all distributions and, unlike fund returns, do not reflect fees, expenses or sales charges. Investors cannot invest directly in an index. Returns are in US dollar terms.

Investments in overseas markets pose special risks, including currency fluctuation and political risks. These risks are generally intensified for investments in emerging markets. The countries, regions and sectors mentioned are presented to illustrate countries, regions and sectors in which a fund may invest. There are certain risks involved with investing in convertible securities in addition to market risks, such as call risk, dividend risk, liquidity risk and default risk, which should be carefully considered prior to investing.

Investments in alternative strategies may not be suitable for all investors.

Fund holdings are subject to change daily. The Funds are actively managed. The information contained herein is based on internal research derived from various sources and does not purport to be statements of all material facts relating to the securities mentioned. The information contained herein, although not guaranteed as to accuracy or completeness, has been obtained from sources we believe to be reliable.

Opinions are as of the publication date, subject to change and may not come to pass.

This information is being provided for informational purposes only and should not be considered investment advice or an offer to buy or sell any security in the portfolio.

The Calamos Closed-End Funds: An Overview

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   5

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 seeking to manage 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 multiple categories that seek to produce income while offering exposure to various asset classes and sectors.

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

OBJECTIVE: US ENHANCED FIXED INCOME

Calamos Convertible Opportunities and Income Fund

(Ticker: CHI)

Invests in high yield and convertible securities, primarily in US markets

Calamos Convertible and High Income Fund

(Ticker: CHY)

Invests in high yield and convertible securities, primarily in US markets

OBJECTIVE: GLOBAL ENHANCED FIXED INCOME

Calamos Global Dynamic Income Fund

(Ticker: CHW)

Invests in global fixed-income securities, alternative investments and equities

OBJECTIVE: GLOBAL TOTAL RETURN

Calamos Global Total Return Fund

(Ticker: CGO)

Invests in equities and higher-yielding convertible securities and corporate bonds, in both US and non-US markets

Calamos Long/Short Equity & Dynamic Income Trust

(Ticker: CPZ)

Invests in a globally diversified long/short portfolio of equity securities as well as globally diversified income-producing securities

OBJECTIVE: US TOTAL RETURN

Calamos Strategic Total Return Fund

(Ticker: CSQ)

Invests in equities and higher-yielding convertible securities and corporate bonds, primarily in US markets

Calamos Dynamic Convertible and Income Fund

(Ticker: CCD)

Invests in convertibles and other fixed income securities

Additional Information About the Fund (Unaudited)

6   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

GROWTH OF $10,000: for the 10-year period ended 10/31/22

AVERAGE ANNUAL TOTAL RETURN AS OF 10/31/22

 

1
YEAR

5
YEARS

10
Years

since
inception

Calamos Strategic Total Return Fund

Market Value  

-21.52%

10.68%

11.99%

8.23%

NAV 

-21.11

9.62

11.50

8.42

50%SPX-25%VXA0-25%BBGUSHY2%Cap Index

-15.05

8.45

10.25

8.38

S&P 500 Index

-14.61

10.44

12.79

9.11

ICE Bof A Convertible Index (VXA0)

-20.26

9.63

10.52

7.86

Bloomberg US HY 2% Issuer Cap Bond Index

-11.76

2.00

4.11

6.16

Performance data quoted represents past performance, which is no guarantee of future results. Current performance may be lower or higher than the performance quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. Average annual total return measures net investment income and capital gain or loss from portfolio investments as an annualized average. All performance shown assumes reinvestment of dividends and capital gain distributions. Source: State Street Corporation and Morningstar Direct.

 

Average annual total return measures net investment income and capital gain or loss from portfolio investments as an annualized average assuming reinvestment of dividends and capital gains distributions.

NOTES:

The graphs do not reflect the income taxes that you would pay on fund distributions or the redemption of fund shares. Fund performance includes reinvestment of dividends.

The 50%SPX-25%VXA0-25%BBGUSHY2%Cap Index is blended from 50%- S&P 500 Index (SPX), 25% - ICE BofA Convertibles Index (VXA0) and 25% - Bloomberg US HY 2% Issuer Capped Index.

The S&P 500 Index is an unmanaged index generally considered representative of the US stock market.

The ICE BofA All US Convertibles Index is comprised of approximately 700 issues of only convertible bonds and preferreds of all qualities.

The Bloomberg US Corporate High Yield 2% Issuer Capped Index measures the performance of high-yield corporate bonds with a maximum allocation of 2% to any one issuer.

Index returns assume reinvestment of dividends and do not reflect deduction of fees and expenses. It is not possible to invest directly in an index.

Additional Information About the Fund (Unaudited)

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   7

Senior Securities

The following table sets forth information regarding the Fund’s outstanding bank loans, and mandatory redeemable preferred shares (“MRPS”) as of the end of each of the Fund’s last ten fiscal years, as applicable. The information in the table shown below comes from the Fund’s financial statements for the fiscal year ended October 31, 2022, and each of the prior nine years then ended, all of which have been audited by Deloitte & Touche LLP, the Fund’s independent registered public accounting firm.

 

FISCAL YEAR ENDED

TOTAL
AMOUNT
OUTSTANDING

ASSET
COVERAGE

LIQUIDATING
PREFERENCE
PER PREFERRED
SHARE
(c)

AVERAGE
MARKET VALUE
PER PREFERRED
SHARE

TYPE OF
SENIOR
SECURITY

October 31, 2022

$800,500,000

$4,098(a)

Loan

October 31, 2022

$323,500,000

$254(b)

25

25(d)

MRPS

October 31, 2021

$880,000,000

$4,673(a)

Loan

October 31, 2021

$304,000,000

338(b)

25

25(d)

MRPS

October 31, 2020

$703,000,000

4,276(a)

Loan

October 31, 2020

$242,000,000

311(b)

25

25(d)

MRPS

October 31, 2019

$668,000,000

4,357(a)

Loan

October 31, 2019

$242,000,000

301(b)

25

25(d)

MRPS

October 31, 2018

$713,000,000

3,995(a)

Loan

October 31, 2018

$242,000,000

294(b)

25

25(d)

MRPS

October 31, 2017

$543,000,000

5,077(a)

Loan

October 31, 2017

$242,000,000

285(b)

25

25(d)

MRPS

October 31, 2016

$682,000,000

3,521(a)

Loan

October 31, 2015

$716,000,000

3,518(a)

Loan

October 31, 2014

$725,000,000

3,665(a)

Loan

October 31, 2013

$700,000,000

3,619(a)

Loan

(a)Calculated by subtracting the Fund’s total liabilities (not including notes payable) from the Fund’s total assets and dividing this by the amount of notes payable outstanding, and by multiplying the result by 1,000.
(b)Calculated by subtracting the Fund’s total liabilities (not including MRPS) from the Fund’s total assets and dividing this by the number of MRPS outstanding, and by multiplying the result by 25.
(c)“Liquidating Preference per Preferred Share” means the amount to which a holder of preferred shares would be entitled upon the liquidation of the Fund in preference to common shareholders, expressed as a dollar amount per preferred share.
(d)The MRPS are not listed on any exchange or automated quotation system. The MRPS are considered debt of the issuer; and the liquidation preference approximates fair value.

 

 

Summary of Fund Expenses

The following table and example contain information about the costs and expenses that common shareholders will bear directly or indirectly. In accordance with Commission requirements, the table below shows our expenses, including interest payments on borrowed funds, and preferred stock dividend payments, as a percentage of our average net assets as of October 31, 2022, and not as a percentage of gross assets or managed assets.

By showing expenses as a percentage of average net assets, expenses are not expressed as a percentage of all of the assets we invest. The table and example are based on our capital structure as of October 31, 2022. As of October 31, 2022, the Fund had utilized $801 million of the $1.13 billion available under the SSB Agreement ($41 million in borrowings outstanding and $760 million in structural leverage consisting of collateral received from SSB in connection with securities on loan), representing 24.4% of the Fund’s managed assets as of that date, and had $304 million in MRPS outstanding, representing 9.9% of the Fund’s managed assets. Combined, the borrowings under the SSB Agreement and the outstanding MRPS represented 34.3% of the Fund’s managed assets.

 

Additional Information About the Fund (Unaudited)

8   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

 
     

SHAREHOLDER TRANSACTION EXPENSES

Sales Load (as a percentage of offering price)

(1)

Offering Expenses Borne by the Fund (as a percentage of offering price)

(1)

Dividend Reinvestment Plan Fees (per sales transaction fee)(2)

$15.00

 

 

 

ANNUAL EXPENSES

PERCENTAGE
OF AVERAGE
NET ASSETS
ATTRIBUTABLE
TO COMMON
SHAREHOLDERS

Management Fee(3)

1.46%

Interest Payments on Boarrowed Funds(4)

0.46%

Preferred Stock Dividend Payments(5)

0.51%

Other Expenses(6)

0.07%

Total Annual Expenses

2.50%

 

The following example illustrates the expenses that common shareholders would pay on a $1,000 investment in common shares, assuming (1) total annual expenses of 2.50% of net assets attributable to common shareholders; (2) a 5% annual return; and (3) all distributions are reinvested at net asset value:

1 YEAR

3 YEARS

5 YEARS

10 YEARS

Total Expenses Paid by Common Shareholders(7)

$25

$78

$133

$284

 

The example should not be considered a representation of future expenses. Actual expenses may be greater or less than those assumed. Moreover, our actual rate of return may be greater or less than the hypothetical 5% return shown in the example.

(1)If the securities to which this prospectus relates are sold to or through underwriters, the prospectus supplement will set forth any applicable sales load and the estimated offering expenses borne by us.
(2)Shareholders will pay a $15.00 transaction fee plus a $0.02 per share brokerage charge if they direct the Plan Agent (as defined below) to sell common shares held in a Plan account. In addition, 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. See “Dividends and Distributions on Common Shares; Automatic Dividend Reinvestment Plan”.
(3)The Fund pays Calamos an annual management fee, payable monthly in arrears, for its investment management services in an amount equal to 1.00% of the Fund’s average weekly managed assets. In accordance with the requirements of the Commission, the table above shows the Fund’s management fee as a percentage of average net assets attributable to common shareholders. By showing the management fee as a percentage of net assets, the management fee is not expressed as a percentage of all of the assets the Fund intends to invest. For purposes of the table, the management fee has been converted to 1.46% of the Fund’s average weekly net assets as of October 31, 2022 by dividing the total dollar amount of the management fee by the Fund’s average weekly net assets (managed assets less outstanding leverage).
(4)Reflects interest expense paid on $91 million in average borrowings under the SSB Agreement, plus $735 million in additional average structural leverage related to certain securities lending programs, as described under “Leverage”.
(5)Reflects estimated dividend expense on $324 million aggregate liquidation preference of mandatory redeemable preferred shares outstanding. See “Leverage”.
(6)“Other Expenses” are based on estimated amounts for the Fund’s current fiscal year.
(7)The example does not include sales load or estimated offering costs, which would cause the expenses shown in the example to increase. In connection with an offering of common shares, the applicable prospectus supplement will set forth an example including sales load and estimated offering costs.

Market and Net Asset Value Information

Our common shares have traded both at a premium and a discount to NAV. We cannot predict whether our shares will trade in the future at a premium or discount to NAV. The provisions of the 1940 Act generally require that the public offering price of common shares (less any underwriting commissions and discounts) must equal or exceed the NAV per share of a company’s common stock (calculated within 48 hours of pricing). Our issuance of common shares may have an adverse effect on prices in the secondary market for our common shares by increasing the number of common shares available, which may put downward pressure on the market price for our common shares. Shares of common stock of closed-end investment companies frequently trade at a discount from NAV.

The following table sets forth for each of the periods indicated the high and low closing market prices for our common shares on Nasdaq, the NAV per share and the premium or discount to NAV per share at which our common shares were trading. NAV is shown for the last business day of each quarter. See “Net Asset Value” for information as to the determination of our NAV.

 

Additional Information About the Fund (Unaudited)

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   9

MARKET PRICE(1)

NET ASSET
VALUE AT
QUARTER
END
(2)

PREMIUM/
(DISCOUNT) TO
NET ASSET VALUE
(3)

QUARTER ENDED

HIGH

LOW

HIGH

LOW

January 31, 2019

$12.66

$ 9.44

$12.06

-0.55%

-10.52%

April 30, 2019

$12.96

$11.92

$11.92

-1.07%

-1.24%

July 31, 2019

$13.14

$11.83

$11.83

-0.61%

-2.23%

October 31, 2019

$13.05

$12.27

$12.27

1.48%

-0.57%

January 31, 2020

$13.98

$13.05

$13.05

-1.13%

-0.23%

April 30, 2020

$14.46

$ 7.43

$ 7.43

1.69%

11.65%

July 31, 2020

$13.39

$10.75

$10.75

-0.74%

3.50%

October 31, 2020

$14.40

$12.80

$12.80

2.96%

3.76%

January 31, 2021

$16.04

$12.84

$12.84

-1.72%

4.46%

April 30, 2021

$18.36

$15.91

$17.43

5.58%

0.13%

July 31, 2021

$18.41

$16.55

$17.99

1.77%

-1.55%

October 31, 2021

$18.98

$17.51

$18.62

1.93%

0.52%

January 31, 2022

$19.58

$16.66

$17.70

3.21%

-2.96%

April 30, 2022

$18.33

$15.33

$15.54

1.38%

-2.72%

July 31, 2022

$15.90

$12.60

$14.98

2.40%

-5.75%

October 31, 2022

$15.94

$12.20

$13.57

3.86%

-2.92%

Source: Fund Accounting Records

(1)Based on high and low closing market price per share during the respective quarter and does not reflect commissions.
(2)Based on the NAV calculated on the close of business on the last business day of each calendar quarter.
(3)Premium and discount information is shown for the days when the Fund experienced its high and low closing market prices, respectively, per share during the respective quarter.

 

Investment Team Discussion (unaudited)

10   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

TOTAL RETURN*

Common Shares – Inception 3/26/04

 

1 Year

Since
Inception**

On Market Price

-21.52%

8.23%

On NAV

-21.11%

8.42%

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

**Annualized since inception.

SECTOR WEIGHTINGS

Information Technology

20.7%

Health Care

13.9

Consumer Discretionary

12.3

Financials

10.6

Communication Services

8.3

Industrials

8.1

Energy

6.7

Consumer Staples

5.4

Utilities

3.2

Materials

2.5

Real Estate

1.2

Other

0.3

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 Fund may hold.

STRATEGIC Total Return Fund (CSQ)

INVESTMENT TEAM DISCUSSION

Please discuss the Fund’s strategy and role within an asset allocation.

Calamos Strategic Total Return Fund (CSQ) seeks to provide total return through a combination of capital appreciation and current income. We invest in a diversified portfolio of equities, convertible securities and high yield bonds. The allocation to each asset class is dynamic and reflects our view of the economic landscape as well as the potential of individual securities to contribute to the portfolio. By using these asset classes in combination, we believe that the Fund can be optimally positioned over the long term to generate capital gains and income. This broader range of security types also provides us with increased opportunities to manage the risk/reward characteristics of the portfolio over full market cycles. Through this approach, we seek to offer investors an attractive monthly distribution and equity participation.

While we are often more heavily weighted in the securities of US issuers, we favor those companies that are actively participating in globalization with geographically diversified revenue streams and global business strategies. We emphasize companies that we believe offer reliable debt servicing, respectable balance sheets, solid free cash flow and good prospects for sustainable growth. These profitable companies should be more resilient to inflationary pressures and rising interest rates.

How did the Fund perform over the annual period?

The Fund returned -21.11% on a net asset value (NAV) basis and -21.52% on a market price basis for the 12 months ended October 31, 2022 (“annual period”) versus a return of -15.05% for a comparator index comprising 50% S&P 500 Index, 25% ICE BofA All US Convertibles Index and 25% Bloomberg US Corporate High Yield 2% Issuer Capped Index over the same period. At the end of the annual period, the Fund’s shares traded at a 1.40% premium to NAV.

How do NAV and market price return differ?

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 share price in the market is called the market value. Market price may be influenced by factors unrelated to the performance of the fund’s holdings, such as general market sentiment or future expectations. A fund’s NAV return measures the actual return of the individual securities in the portfolio, less fund expenses. It also measures how a manager was able to capitalize on market opportunities. Because we believe closed-end funds are best-utilized long term within asset allocations, we believe that NAV return is the better measure of a fund’s performance. However, when managing the Fund, we strongly consider actions and policies that we believe will optimize its overall price performance and returns based on market value.

Investment Team Discussion (unaudited)

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   11

SINCE INCEPTION MARKET PRICE AND NAV HISTORY THROUGH 10/31/22

Performance data quoted represents past performance, which is no guarantee of future results. Current performance may be lower or higher than the performance quoted. The principal value of an investment will fluctuate so that your shares, when sold, may be worth more or less than their original cost. Returns at NAV reflect the deduction of the Fund’s management fee, debt leverage costs and all other applicable fees and expenses. You can obtain performance data current to the most recent month end by visiting www.calamos.com.

Please discuss the Fund’s distributions during the annual period.

We employ a managed distribution policy within this Fund with the goal of providing shareholders a consistent distribution stream. The Fund’s monthly distribution rate on October 31, 2022, was $0.1025 per share, and the Fund’s annualized distribution rate on market price on October 31, 2022, was 8.94%.

We believe that both the Fund’s distribution rate and level remained attractive and competitive, as low-but-rising interest rates limited yield opportunities in much of the marketplace. For example, as of October 31, 2022, the dividend yield of S&P 500 Index stocks was 1.69%. Despite recent tightening, yields were also relatively low within the US government bond market with the 10-year US Treasury yielding 4.10%.

What factors influenced performance over the annual period?

Generally speaking, sharp declines in US equity markets contributed to the Fund’s negative return over the annual period. The US stock market, as measured by the S&P 500 Index, returned -14.61% during the period.

During the annual period, equity markets were overwhelmed with a steady diet of concerning news. Perhaps the biggest source of worry was the US Federal Reserve and the path it might take in an effort to tame inflation. As the Fed continued to raise inflation expectations while speaking more aggressively about interest rate hikes, longer duration equities (those businesses whose value significantly includes high and growing cash flows over longer time frames) began to struggle in mid-to-late November 2021.

In February 2022, Russia invaded Ukraine, further adding to macroeconomic distress in addition to the human tragedies associated with the conflict. The war disrupted many facets of life, but notably from an economic perspective, it led to reductions in energy and food supplies, further adding to global inflation woes. The Fed began interest rate hikes on March 17, 2022, and by the end of the annual period had raised rates five times for a total of 300 basis points, while pointing to additional aggressive hikes still to come.

ASSET ALLOCATION AS OF 10/31/22

Investment Team Discussion (unaudited)

12   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

The US equity market, as measured by the S&P 500 Index, peaked in early January, though the decline has been interrupted by several strong rallies, which offered hope that the worst economic fears might have already been priced into the market. At the end of the annual period, equity markets were in the midst of another solid rally in advance of a significant and contentious US midterm election. Adding to investors’ woes over the period, the bond market delivered difficult performance as evidenced by the Bloomberg US Aggregate Bond Index’s -15.68% return.

Convertible securities also saw a precipitous decline of -20.26% for the period as measured by the ICE BofA All US Convertibles Index. While convertible securities don’t typically decline more than the broad equity market, investors were highly averse to small to mid-sized growth companies during the annual period, and the underlying equities of convertible issuers (which lean heavier toward being small and mid-caps) dropped 34.50% during the 12-month period—similar to the performance of the small-cap or mid-cap growth equity indices. However, convertible securities offered more traditional downside resilience , participating in only 58% of the decline of their underlying stocks. More recently, convertible securities have participated to a higher degree in the broad equity market because small and mid-sized growth businesses have been under less intense selling pressure than they saw in the first few months of the annual period.

Other factors that contributed and detracted from Fund performance included the following:

In spite of our relatively low financing costs over the period, our use of leverage was not helpful to returns as our reinvestment rate was less than our associated costs due to overall equity market declines. While leverage can enhance returns during favorable markets, the opposite can occur during unfavorable conditions.

On an unleveraged basis, the portfolio slightly outperformed the comparator index during the period. Our underweight and selection in convertibles relative to the comparator index was beneficial to returns, whereas our overweight in structured products (DECS, ACES, PRIDES) was also helpful. Our underweight in corporate bonds detracted from returns, and our use of call options and LEAPS also hindered performance.

Our selection in the health care sector, namely an overweight and selection in the pharmaceuticals industry, was helpful to returns relative to the comparator index. In addition, selection in the energy sector was beneficial, namely an overweight and selections in the integrated oil & gas industry.

Conversely, our selection in the communications services sector, primarily an overweight in the interactive media & services industry, detracted from performance relative to the comparator index. In addition, selection in the financials sector, specifically an overweight and selection in the diversified banks industry, detracted from performance.

How is the Fund positioned?

In terms of asset class positioning, we maintain a relatively high allocation to common stocks and convertibles, whose combined exposure represents approximately 80% of the portfolio’s percent of net assets as of October 31, 2022.

We believe the best positioning for this environment is a defensive posture with a focus on lower-risk businesses that offer lower-beta, high-quality balance sheets and higher return-on-capital. Areas such as health care, lower beta staples, defense,

Investment Team Discussion (unaudited)

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   13

software (cyber defense and system software) and parts of telecom provide some of those attributes. We have been positive on the supply/demand environment for energy, but we are turning somewhat cautious as global growth slows.

The portfolio remains broadly diversified with a mix of durable, secular themes as well as more cyclical growth opportunities. Thematically we are seeking companies positioned to benefit from a goods-to-services transition, where demand is improving not decelerating. We continue to favor businesses with compelling growth opportunities and global revenue drivers, though we believe an enhanced focus on risk management and valuation sensitivity is important given recent market volatility.

We also believe that the US economy still has selective investment opportunities tied to social and economic normalization post-Covid 19, reflationary economic forces, consumer spending, pent-up demand, low unemployment rates and continued solid corporate earnings. Certain cyclical sectors might be poised to outperform as they have lagged in the wake of the pandemic but are expected to recover as society reopens and consumer demand is sustained.

The portfolio currently holds large absolute allocations to growth-focused sectors such as information technology, health care and consumer discretionary where we are finding secular opportunities in areas such as e-payments, e-commerce and many “at-home” trends that accelerated during the pandemic and are now ingrained in consumer behaviors. We believe there are also strong cyclical opportunities as consumers unleash pent-up demand for goods and services. These span multiple industries, including automobile manufacturers, energy companies, health care companies and retail commerce. The portfolio’s largest relative underweight exposures include more defensive areas, such as the utilities and real estate sectors, where it appears opportunities are less attractive.

We believe health care stocks are well positioned given the aging demographics of the US, coupled with an emphasis of disease prevention and mitigation in a post-pandemic environment. We are focusing on health care companies poised to meet the high demand for backlogged procedures and treatments, wellness products, and disease prevention measures. In addition, changing global demographics point to massive health care expenditures in the coming years. With respect to consumer discretionary stocks, we continue to be encouraged by the spending of US consumers who seek to satisfy their pent-up demands; their actions are supported by both elevated levels of liquidity and higher employment as society returns to normal. We have also maintained our position in financials as we expect the sector will benefit during periods of increased lending to consumers seeking to finance purchases deferred during the pandemic. Financials also tend to perform well with respect to their lending business during periods of rising interest rates, serving as a hedge on inflation.

The average credit quality of the portfolio is BB. This is typical for the Fund, as our credit process tends to guide us away from the most speculative corporate securities. However, we recognize that opportunities are available for lower-credit securities to enhance performance.

We are also cognizant of the fact that rising interest rates may have a detrimental effect on longer-term fixed income securities. Consequently, managing the duration of the fixed income assets of our portfolio is a priority in mitigating this potential impact. As of October 31, 2022, the weighted average duration of the bonds in the portfolio is 2.8 years, which is low compared to longer-duration fixed income instruments.

Investment Team Discussion (unaudited)

14   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

We believe that over time the prudent use of leverage should enhance total return and support the Fund’s distribution rate. As of October 31, 2022, the Fund’s leverage stood at approximately 34%.

What are your closing thoughts for Fund shareholders?

In challenging economic and market environments, we believe that balancing the long- and short-term outlooks provides the best insights for portfolio positioning. Focusing on either one exclusively can lead to overly optimistic or pessimistic positioning that may not be warranted in volatile markets.

We remain confident that the positive long-term growth trajectory of the US economy and the cash-flow-generation capabilities of US companies remain intact. The ability of management teams to identify emerging short- and long-term trends and the adaptability of business models and cost structures are central to our long-term favorable view. We see attractive long-term upside in the US equity market from current market levels, which we view at fair value or below fair value for a majority of US companies.

In the short term, the extreme conditions (both positive and negative) that occurred during the past two years dominated by the pandemic have not yet reverted to a more normal environment or to the long-term mean. Since mid-2021, our expectation has been for a lower growth environment in 2022 and 2023. This slower growth outlook has been exacerbated by the war in Ukraine and China’s Covid-19 lockdowns. These two factors have also worsened the inflation environment, causing most central banks around the world to raise interest rates, which should further slow growth. As we have seen so far in 2022, slowing growth, high inflation and rising interest rates have led to significant declines in asset prices. We have yet to see significant reductions in earnings estimates, but we can expect that to occur in the near term for any number of reasons.

A mean reversion transition needs to occur for the challenging short-term environment to migrate to the more normalized long-term trend. We are watching several factors that would indicate this trend is occurring. Those factors include improved labor market participation; a normalization of consumer spending versus income including lower real goods consumption; lower retail inventory levels; improved supply chains for certain areas of manufacturing sector; improved supply/demand for commodities (oil and food); central banks slowing their restrictive policies; resumption of activity in China; and a reduction of military activity in Ukraine. This list is extensive and many of these factors may take a long time to sort out. However, the equity markets are forward looking, so improvement in any of these factors should be positive for asset markets.

Calamos Strategic Total Return Fund (CSQ) (unaudited)

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   15

The Fund’s Investment Objective, Principal INVESTMENT Strategies and Principal Risks

Investment Objective

The Fund’s investment objective is to provide total return through a combination of capital appreciation and current income.

Principal Investment Strategies

Under normal circumstances, the Fund will invest primarily in a portfolio common and preferred stocks, convertible securities and income-producing securities such as investment grade and below investment grade (high yield/high risk) debt securities. The Fund, under normal circumstances, will invest at least 50% of its managed assets in equity securities (including securities that are convertible into equity securities). The Fund may invest up to 35% of its managed assets in securities of foreign issuers, including debt and equity securities of corporate issuers and debt securities of government issuers in developed and emerging markets. The Fund may invest up to 15% of its managed assets in securities of foreign issuers in emerging markets. “Managed assets” means the Fund’s total assets (including any assets attributable to any leverage that may be outstanding) minus total liabilities (other than debt representing financial leverage).

Calamos will dynamically allocate the Fund’s investments among multiple asset classes (rather than maintaining a fixed or static allocation), seeking to obtain an appropriate balance of risk and reward on a long-term basis through all market cycles using multiple strategies and combining them to seek to achieve favorable risk adjusted returns.

Calamos analyzes securities for the Fund’s portfolio using an approach that focuses on assessing a total enterprise value before assessing the value of the securities issued by a company. Calamos seeks to assess the value of an issuer’s total enterprise by studying its financial statements, including its balance sheet. Once enterprise value is determined, Calamos seeks to assess the value of the issuer’s different types of securities, taking into account the business risk of the issuer, its competitive position and the seniority of each type of security relative to the rest of the issuer’s capital structure. This approach serves as the basis for the Calamos research team’s design and use of proprietary models which, along with risk management and portfolio construction techniques, assist in determining whether a given security presents an investment opportunity for the Fund.

The Fund may seek to generate income from option premiums by writing (selling) options. The Fund may write (sell) call options (i) on a portion of the equity securities (including equity securities obtainable by the Fund through the exercise of its rights with respect to convertible securities it owns) in the Fund’s portfolio and (ii) on broad-based securities indices (such as the Standard and Poor’s 500® Index (“S&P 500”) or the MSCI EAFE® Index (“MSCI EAFE”), which is an index of international equity stocks) or certain ETFs (exchange traded funds) that trade like common stocks but seek to replicate such market indices.

The Fund currently uses, and may in the future use, financial leverage. The Fund has obtained financial leverage (i) under an Amended and Restated Liquidity Agreement with State Street Bank and Trust Company (“SSB Agreement”) that allows the Fund to borrow up to $1.13 billion and (ii) through the issuance of four series of Mandatory Redeemable Preferred Shares (“MRPS” or “MRP Shares”) with an aggregate liquidation preference of $323.5 million.

Principal Risks

Equity Securities Risk. Equity investments are subject to greater fluctuations in market value than other asset classes as a result of such factors as the issuer’s business performance, investor perceptions, stock market trends and general economic conditions. Equity securities are subordinated to bonds and other debt instruments in a company’s capital structure in terms of priority to corporate income and liquidation payments. The Fund may invest in preferred stocks and convertible securities of any rating, including below investment grade.

Below investment grade securities or comparable unrated securities are considered predominantly speculative with respect to the issuer’s ability to pay interest and principal and are susceptible to default or decline in market value due to adverse economic and business developments. The market values for below investment grade securities tend to be very volatile, and these securities are generally less liquid than investment-grade debt securities. For these reasons, your investment in the Fund is subject to the following specific risks:

increased price sensitivity to changing interest rates and to a deteriorating economic environment;

greater risk of loss due to default or declining credit quality;

 

Calamos Strategic Total Return Fund (CSQ) (unaudited)

16   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

adverse company specific events are more likely to render the issuer unable to make interest and/or principal payments; and

if a negative perception of the below investment grade market develops, the price and liquidity of below investment grade securities may be depressed. This negative perception could last for a significant period of time.

Convertible Securities Risk. The value of a convertible security is influenced by both the yield of non- convertible securities of comparable issuers and by the value of the underlying common stock. The value of a convertible security viewed without regard to its conversion feature (i.e., strictly on the basis of its yield) is sometimes referred to as its “investment value.” A convertible security’s investment value tends to decline as prevailing interest rate levels increase. Conversely, a convertible security’s investment value tends to increase as prevailing interest rate levels decline.

However, a convertible security’s market value tends to reflect the market price of the common stock of the issuing company when that stock price is greater than the convertible security’s “conversion price.” The conversion price is defined as the predetermined price at which the convertible security could be exchanged for the associated stock. As the market price of the underlying common stock declines, the price of the convertible security tends to be influenced more by the yield of the convertible security and changes in interest rates. Thus, the convertible security may not decline in price to the same extent as the underlying common stock. In the event of a liquidation of the issuing company, holders of convertible securities would be paid before the company’s common stockholders.

High Yield Securities Risk. The Fund may invest in high yield securities of any rating. Investment in high yield securities involves substantial risk of loss. Below investment grade non-convertible debt securities or comparable unrated securities are commonly referred to as “junk bonds” and are considered predominantly speculative with respect to the issuer’s ability to pay interest and principal and are susceptible to default or decline in market value due to adverse economic and business developments. The market values for high yield securities tend to be very volatile, and these securities are less liquid than investment grade debt securities. For these reasons, your investment in the Fund is subject to the following specific risks:

increased price sensitivity to changing interest rates and to a deteriorating economic environment;

greater risk of loss due to default or declining credit quality;

adverse company specific events are more likely to render the issuer unable to make interest and/or principal payments; and

if a negative perception of the high yield market develops, the price and liquidity of high yield securities may be depressed. This negative perception could last for a significant period of time.

Adverse changes in economic conditions are more likely to lead to a weakened capacity of a high yield issuer to make principal payments and interest payments than an investment grade issuer. The principal amount of high yield securities outstanding has proliferated in the past decade as an increasing number of issuers have used high yield securities for corporate financing. An economic downturn could severely affect the ability of highly leveraged issuers to service their debt obligations or to repay their obligations upon maturity. The Fund may incur additional expenses to the extent it is required to seek recovery upon a default in payment of principal or interest on its portfolio holdings. In certain circumstances, the Fund may be required to foreclose on an issuer’s assets and take possession of its property or operations. In such circumstances, the Fund would incur additional costs in disposing of such assets and potential liabilities from operating any business acquired.

The secondary market for high yield securities may not be as liquid as the secondary market for more highly rated securities, a factor which may have an adverse effect on the Fund’s ability to dispose of a particular security. There are fewer dealers in the market for high yield securities than for investment grade obligations. Under adverse market or economic conditions, the secondary market for high yield securities could contract further, independent of any specific adverse changes in the condition of a particular issuer, and these instruments may become illiquid. As a result, the Fund could find it more difficult to sell these securities or may be able to sell the securities only at prices lower than if such securities were widely traded. Prices realized upon the sale of such lower rated or unrated securities, under these circumstances, may be less than the prices used in calculating the Fund’s net asset value (“NAV”).

Debt Securities Risk. The Fund may invest in debt securities, including corporate bonds and high yield securities. In addition to the risks described elsewhere in the Fund’s prospectus (such as high yield securities risk and interest rate risk), debt securities are subject to certain additional risks, including issuer risk and reinvestment risk. Issuer risk is the risk that the value of debt securities may decline for a number of reasons which directly relate to the issuer, such as management performance, leverage and reduced demand for

Calamos Strategic Total Return Fund (CSQ) (unaudited)

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   17

the issuer’s goods and services. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if the Fund invests the proceeds from matured, traded or called bonds at market interest rates that are below the Fund portfolio’s current earnings rate. A decline in income could affect the market price of the Fund’s common shares or the overall return of the Fund.

Non-Convertible Income Securities Risk. The Fund will also invest in non-convertible income securities. The Fund’s investments in non-convertible income securities may have fixed or variable principal payments and all types of interest rate and dividend payment and reset terms, including fixed rate, adjustable rate, zero coupon, contingent, deferred, payment in kind and auction rate features. Recent events in the fixed-income markets, including the potential impact of the Federal Reserve Board tapering its quantitative easing program, may expose the Fund to heightened interest rate risk and volatility as a result of a rise in interest rates. In addition, the Fund is subject to the risk that interest rates may exhibit increased volatility, which could cause the Fund’s NAV to fluctuate more. A decrease in fixed-income market maker capacity may act to decrease liquidity in the fixed-income markets and act to further increase volatility, affecting the Fund’s return.

Leverage Risk. The Fund has issued indebtedness and preferred shares and may borrow money or issue debt securities as permitted by the 1940 Act. As of October 31, 2022, the Fund has leverage in the form of borrowings under the SSB Agreement and outstanding MRP Shares. Leverage is the potential for the Fund to participate in gains and losses on an amount that exceeds the Fund’s investment. The borrowing of money or issuance of debt securities and preferred shares represents the leveraging of the Fund’s common shares. As a non-fundamental policy, the Fund may not issue preferred shares or borrow money and/or issue debt securities with an aggregate liquidation preference and aggregate principal amount exceeding 38% of the Fund’s managed assets as measured at the time of borrowing or issuance of the new securities. However, the Board of Trustees reserves the right to issue preferred shares or debt securities or borrow to the extent permitted by the 1940 Act and the Fund’s policies.

Leverage creates risks which may adversely affect the return for the holders of common shares, including:

the likelihood of greater volatility in the NAV and market price of the Fund’s common shares;

fluctuations in the dividend rates on any preferred shares borne by the Fund or in interest rates on borrowings and short-term debt;

increased operating costs, which are effectively borne by common shareholders, may reduce the Fund’s total return; and

the potential for a decline in the value of an investment acquired with borrowed funds, while the Fund’s obligations under such borrowing or preferred shares remain fixed.

In addition, the rights of lenders and the holders of preferred shares and debt securities issued by the Fund will be senior to the rights of the holders of common shares with respect to the payment of dividends or to the payment of assets upon liquidation. Holders of preferred shares have voting rights in addition to and separate from the voting rights of common shareholders. The holders of preferred shares or debt, if any, on the one hand, and the holders of the common shares, on the other, may have interests that conflict in certain situations.

Leverage is a speculative technique that could adversely affect the returns to common shareholders. Leverage can cause the Fund to lose money and can magnify the effect of any losses. To the extent the income or capital appreciation derived from securities purchased with funds received from leverage exceeds the cost of leverage, the Fund’s return will be greater than if leverage had not been used. Conversely, if the income or capital appreciation from the securities purchased with such funds is not sufficient to cover the cost of leverage or if the Fund incurs capital losses, the return of the Fund will be less than if leverage had not been used, and therefore the amount available for distribution to common shareholders as dividends and other distributions will be reduced or potentially eliminated.

The Fund will pay, and common shareholders will effectively bear, any costs and expenses relating to any borrowings and to the issuance and ongoing maintenance of preferred shares or debt securities. Such costs and expenses include the higher management fee resulting from the use of any such leverage, offering and/or issuance costs, and interest and/or dividend expense and ongoing maintenance. These conditions may, directly or indirectly, result in higher leverage costs to common shareholders.

Certain types of borrowings may result in the Fund being subject to covenants in credit agreements, including those relating to asset coverage, borrowing base and portfolio composition requirements and additional covenants that may affect the Fund’s ability to pay dividends and distributions on common shares in certain instances. The Fund may also be required to pledge its assets to the lenders

Calamos Strategic Total Return Fund (CSQ) (unaudited)

18   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

in connection with certain types of borrowings. The Fund may be subject to certain restrictions on investments imposed by guidelines of and covenants with rating agencies which may issue ratings for the preferred shares or short-term debt instruments issued by the Fund. These guidelines and covenants may impose asset coverage or portfolio composition requirements that are more stringent than those imposed by the 1940 Act. The Board of Trustees reserves the right to change the amount and type of leverage that the Fund uses, and reserves the right to implement changes to the Fund’s borrowings that it believes are in the long-term interests of the Fund and its shareholders, even if such changes impose a higher interest rate or other costs or impacts over the intermediate, or short-term time period. There is no guarantee that the Fund will maintain leverage at the current rate, and the Board of Trustees reserves the right to raise, decrease, or eliminate the Fund’s leverage exposure.

If the Fund’s ability to make dividends and distributions on its common shares is limited, such limitation could, under certain circumstances, impair the ability of the Fund to maintain its qualification for taxation as a regulated investment company or to reduce or eliminate tax at the Fund level, which would have adverse tax consequences for common shareholders. To the extent that the Fund is required, in connection with maintaining 1940 Act asset coverage requirements or otherwise, or elects to redeem any preferred shares or debt securities or prepay any borrowings, the Fund may need to liquidate investments to fund such redemptions or prepayments. Liquidation at times of adverse economic conditions may result in capital loss and reduce returns to common shareholders.

Because Calamos’ investment management fee is a percentage of the Fund’s managed assets, Calamos’ fee will be higher if the Fund is leveraged and Calamos will have an incentive to be more aggressive and leverage the Fund. Consequently, the Fund and Calamos may have differing interests in determining whether to leverage the Fund’s assets. Any additional use of leverage by the Fund effected through new, additional or increased credit facilities or the issuance of preferred shares would require approval by the Board. In considering whether to approve the use of additional leverage through those means, the Board would be presented with all relevant information necessary to make a determination whether or not additional leverage would be in the best interests of the Fund, including information regarding any potential conflicts of interest.

Effects of Leverage. The SSB Agreement provides for credit availability for the Fund, such that it may borrow up to $1.13 billion. As of October 31, 2022, the Fund had utilized $800 million of the $1.13 billion available under the SSB Agreement ($41 million in borrowings outstanding, and $759 million in structural leverage consisting of collateral received from State Street Bank and Trust Company in connection with securities on loan), representing 24.4% of the Fund’s managed assets as of that date, and had $323.5 million of MRP Shares outstanding, representing 9.9% of the Fund’s managed assets. Combined, the borrowings under the SSB Agreement and the outstanding MRP Shares represented 34.3% of the Fund’s managed assets. Interest on the SSB Agreement is charged on the drawn amount at the rate of the Overnight Bank Financing Rate (“OBFR”) plus 0.80%, payable monthly in arrears. Interest on overdue amounts or interest on the drawn amount paid during an event of default will be charged at OBFR plus 2.80%. These rates represent floating rates of interest that may change over time. The SSB Agreement has a commitment fee of 0.10% of any undrawn amount. As of October 31, 2022, the interest rate charged under the SSB Agreement was 3.86%. “Net income” payments related to cash collateral in connection with securities lending were 0.31% of the borrowed amount on an annualized basis as of that date, although this amount can vary based on changes in underlying interest rates.

The Fund’s MRP Shareholders are entitled to receive monthly cash dividends, at a currently effective dividend rate per annum for each series of MRP Shares as follows (subject to adjustment as described in the Fund’s prospectus): 4.00% for Series B MRP Shares, 4.24% for Series C MRP Shares, 2.45% for Series D MRP Shares, and 3.66% for Series F MRP Shares.

To cover the interest expense on the borrowings under the SSB Agreement (including “net income” payments made with respect to borrowings offset by collateral for securities on loan) and the dividend payments associated with the MRP Shares, based on rates in effect on October 31, 2022, the Fund’s portfolio would need to experience an annual return of 1.24% (before giving effect to expenses associated with senior securities).

Leverage is a speculative technique that could adversely affect the returns to common shareholders. Leverage can cause the Fund to lose money and can magnify the effect of any losses. To the extent the income or capital appreciation derived from securities purchased with funds received from leverage exceeds the cost of leverage, the Fund’s return will be greater than if leverage had not been used. Conversely, if the income or capital appreciation from the securities purchased with such funds is not sufficient to cover the cost of leverage or if the Fund incurs capital losses, the return of the Fund will be less than if leverage had not been used, and therefore the amount available for distribution to common shareholders as dividends and other distributions will be reduced or potentially eliminated.

 

Calamos Strategic Total Return Fund (CSQ) (unaudited)

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   19

The Fund will pay, and common shareholders will effectively bear, any costs and expenses relating to any borrowings and to the issuance and ongoing maintenance of preferred shares, including the MRP Shares, or debt securities. Such costs and expenses include the higher management fee resulting from the use of any such leverage, offering and/or issuance costs, and interest and/or dividend expense and ongoing maintenance.

Certain types of borrowings may result in the Fund being subject to covenants in credit agreements, including those relating to asset coverage, borrowing base and portfolio composition requirements and additional covenants that may affect the Fund’s ability to pay dividends and distributions on common shares in certain instances. The Fund may also be required to pledge its assets to the lenders in connection with certain types of borrowings. The Fund may be subject to certain restrictions on investments imposed by guidelines of and covenants with rating agencies for the preferred shares or short-term debt instruments issued by the Fund. These guidelines and covenants may impose asset coverage or portfolio composition requirements that are more stringent than those imposed by the 1940 Act.

The following table illustrates the hypothetical effect on the return to a holder of the Fund’s common shares of the leverage obtained by us (and utilized on October 31, 2022). The purpose of this table is to assist you in understanding the effects of leverage. As the table shows, leverage generally increases the return to common shareholders when portfolio return is positive and greater than the cost of leverage and decreases the return when the portfolio return is negative or less than the cost of leverage. The figures appearing in the table are hypothetical and actual returns may be greater or less than those appearing in the table.

 

 

Assumed Portfolio Return (Net of Expenses)

(10.00)%

(5.00)%

0.00%

5.00%

10.00%

Corresponding Common Share Return(1)

(17.08)%

(9.48)%

(1.88)%

5.72%

13.32%

(1)Includes interest expense on the borrowings under the SSB Agreement, accrued at interest rates in effect on October 31, 2022 of 3.86%, and dividend expense on the MRP Shares.

 

 

Reduction of Leverage Risk. The Fund has previously taken, and may in the future take, action to reduce the amount of leverage it employs. Reduction of the leverage employed by the Fund, including by redemption of preferred shares, will in turn reduce the amount of assets available for investment in portfolio securities. This reduction in leverage may negatively impact the Fund’s financial performance, including the Fund’s ability to sustain current levels of distributions on common shares.

The Board reserves the right to change the amount and type of leverage that the Fund uses, and reserves the right to implement changes to the Fund’s borrowings that it believes are in the best interests of the Fund, even if such changes impose a higher interest rate or other costs or impacts over the intermediate, or short-term time period. There is no guarantee that the Fund will maintain leverage at the current rate, and the Board reserves the right to raise, decrease, or eliminate the Fund’s leverage exposure.

Market Discount Risk. The Fund’s common shares have traded both at a premium and at a discount relative to NAV. Common shares of closed-end investment companies frequently trade at a discount from NAV, but in some cases trade above NAV. The risk of the Fund’s common shares trading at a discount is a risk separate from the risk of a decline in the Fund’s NAV as a result of investment activities. The Fund’s NAV may be reduced immediately following this offering by the offering costs for common shares or other securities, which will be borne entirely by all common shareholders. The Fund’s common shares are designed primarily for long-term investors, and you should not purchase common shares if you intend to sell them shortly after purchase.

Whether shareholders will realize a gain or loss upon the sale of the Fund’s common shares depends upon whether the market value of the shares at the time of sale is above or below the price the shareholder paid, taking into account transaction costs for the shares, and is not directly dependent upon the Fund’s NAV. Because the market value of the Fund’s common shares will be determined by factors such as the relative demand for and supply of the shares in the market, general market conditions and other factors beyond the control of the Fund, the Fund cannot predict whether its common shares will trade at, below or above the Fund’s NAV, or below or above the public offering price for the common shares.

Management Risk. Calamos’ judgment about the attractiveness, relative value or potential appreciation of a particular sector, security or investment strategy may prove to be incorrect.

Portfolio Selection Risk. The value of your investment may decrease if the investment adviser’s judgment about the attractiveness, value or market trends affecting a particular security, issuer, industry or sector or about market movements is incorrect.

Sector Risk. To the extent the Fund invests a significant portion of its assets in a particular sector, a greater portion of the Fund’s performance may be affected by the general business and economic conditions affecting that sector. Each sector may share economic

Calamos Strategic Total Return Fund (CSQ) (unaudited)

20   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

risk with the broader market, however there may be economic risks specific to each sector. As a result, returns from those sectors may trail returns from the overall stock market and it is possible that the Fund may underperform the broader market, or experience greater volatility.

Credit Risk. An issuer of a fixed income security could be downgraded or default. If the Fund holds securities that have been downgraded, or that default on payment, the Fund’s performance could be negatively affected.

​Derivatives Risk. Generally, derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index, and may relate to individual debt or equity instruments, interest rates, currencies or currency exchange rates, commodities, related indexes and other assets. The Fund may utilize a variety of derivative instruments including, but not limited to, interest rate swaps, caps, and floors, convertible securities, synthetic convertible instruments, options on individual securities, index options, long calls, covered calls, long puts, cash-secured short puts and protective puts for hedging, risk management and investment purposes. The Fund’s use of derivative instruments involves investment risks and transaction costs to which the Fund would not be subject absent the use of these instruments and, accordingly, may result in losses greater than if they had not been used. The use of derivative instruments may have risks including, among others, leverage risk, duration mismatch risk, correlation risk, liquidity risk, interest rate risk, volatility risk, credit risk, management risk and counterparty risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate perfectly with an underlying asset, interest rate or index. Suitable derivative transactions may not be available in all circumstances and there can be no assurance that the Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial.

Furthermore, the skills needed to employ derivatives strategies are different from those needed to select portfolio securities and, in connection with such strategies, the Fund makes predictions with respect to market conditions, liquidity, currency movements, market values, interest rates and other applicable factors, which may be inaccurate. Thus, the use of derivative instruments may require the Fund to sell or purchase portfolio securities at inopportune times or for prices below or above the current market values, may limit the amount of appreciation the Fund can realize on an investment or may cause the Fund to hold a security that it might otherwise want to sell. Tax rules governing the Fund’s transactions in derivative instruments may also affect whether gains and losses recognized by the Fund are treated as ordinary or capital, accelerate the recognition of income or gains to the Fund, defer losses to the Fund, and cause adjustments in the holding periods of the Fund’s securities, thereby affecting, among other things, whether capital gains and losses are treated as short-term or long-term. These rules could therefore affect the amount, timing and/or character of distributions to shareholders. In addition, there may be situations in which the Fund elects not to use derivative instruments that result in losses greater than if they had been used.

Amounts paid by the Fund as premiums and cash or other assets held in margin accounts with respect to the Fund’s derivative instruments would not be available to the Fund for other investment purposes, which may result in lost opportunities for gain.

Derivative instruments can be illiquid, may disproportionately increase losses and may have a potentially large impact on Fund performance.

Synthetic Convertible Instruments Risk. The value of a synthetic convertible instrument may respond differently to market fluctuations than a convertible instrument because a synthetic convertible instrument is composed of two or more separate securities, each with its own market value. In addition, if the value of the underlying common stock or the level of the index involved in the convertible component falls below the exercise price of the warrant or option, the warrant or option may lose all value.

Duration Risk. Duration measures the time-weighted expected cash flows of a fixed-income security, which can determine its sensitivity to changes in the general level of interest rates. The value of securities with longer durations tend to be more sensitive to interest rate changes than securities with shorter durations. The longer the Fund’s dollar-weighted average duration, the more its value can generally be expected to be sensitive to interest rate changes than a fund with a shorter dollar-weighted average duration. Duration differs from maturity in that it considers a security’s coupon payments in addition to the amount of time until the security matures. Various techniques may be used to shorten or lengthen the Fund’s duration. As the value of a security changes over time, so will its duration.

Interest Rate Risk. In addition to the risks described above, debt securities, including high yield securities, are subject to certain risks, including:

if interest rates go up, the value of debt securities in the Fund’s portfolio generally will decline;

 

Calamos Strategic Total Return Fund (CSQ) (unaudited)

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   21

during periods of declining interest rates, the issuer of a security may exercise its option to prepay principal earlier than scheduled, forcing the Fund to reinvest in lower yielding securities. This is known as call or prepayment risk. Debt securities frequently have call features that allow the issuer to repurchase the security prior to its stated maturity. An issuer may redeem an obligation if the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer;

during periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected principal payments. This may lock in a below market interest rate, increase the estimated period until the security is paid in full and reduce the value of the security. This is known as extension risk;

rising interest rates could result in an increase in the cost of the Fund’s leverage and could adversely affect the ability of the Fund to meet asset coverage requirements with respect to leverage;

variable rate securities generally are less sensitive to interest rate changes but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. When the Fund holds variable rate securities, a decrease in market interest rates will adversely affect the income received from such securities and the NAV of the Fund’s shares; and

to the extent the Federal Reserve Board continues to raise interest rates, there is a risk that interest rates across the financial system may also rise. Increases in volatility and interest rates in the fixed-income market may expose the Fund to heightened interest rate risk.

Many financial instruments use or may use a floating rate based on LIBOR, which is the offered rate for short-term Eurodollar deposits between major international banks. Global efforts are underway to transition away from LIBOR. There remains uncertainty regarding the nature of and the liquidity in any replacement rates. As such, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund invests can be difficult to ascertain, and they may vary depending on factors that include, but are not limited to: (i) existing fallback or termination provisions in individual contracts and (ii) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments.

Maturity Risk. Interest rate risk will generally affect the price of a fixed income security more if the security has a longer maturity. Fixed income securities with longer maturities will therefore be more volatile than other fixed income securities with shorter maturities. Conversely, fixed income securities with shorter maturities will be less volatile but generally provide lower potential returns than fixed income securities with longer maturities. The average maturity of the Fund’s investments may affect the volatility of the Fund’s share price.

Default Risk. Default risk refers to the risk that a company that issues a convertible or debt security will be unable to fulfill its obligations to repay principal and interest. The lower a debt security is rated, the greater its default risk. As a result, the Fund may incur cost and delays in enforcing its rights against the defaulting issuer.

Market Disruption Risk. Certain events have a disruptive effect on the securities markets, such as terrorist attacks, war and other geopolitical events, earthquakes, storms and other disasters. The Fund cannot predict the effects of similar events in the future on the US economy or any foreign economy.

Recent Market Events. Since the 2008 financial crisis, financial markets throughout the world have experienced increased periods of volatility, depressed valuations, decreased liquidity and heightened uncertainty and turmoil. This turmoil resulted in unusual and extreme volatility in the equity and debt markets, in the prices of individual securities and in the world economy. Events that have contributed to these market conditions include, but are not limited to, major cybersecurity events, geopolitical events (including wars, terror attacks, and public health emergencies), measures to address budget deficits, downgrading of sovereign debt, declines in oil and commodity prices, dramatic changes in currency exchange rates, and public sentiment. In addition, many governments and quasi-governmental entities throughout the world have responded to the turmoil with a variety of significant fiscal and monetary policy changes, including, but not limited to, direct capital infusions into companies, new monetary programs, and dramatically lower interest rates.

The COVID-19 pandemic and efforts to contain its spread have negatively affected, and are likely to continue to negatively affect, the global economy, the economies of the United States and other individual countries, and the financial performance of individual issuers, sectors, industries, asset classes, and markets in significant and unforeseen ways. The coronavirus has resulted in closing borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and

Calamos Strategic Total Return Fund (CSQ) (unaudited)

22   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

customer activity, as well as general concern and uncertainty. In addition, the impact of infectious diseases in developing or emerging market countries may be greater due to less established health care systems. Health crises caused by the recent coronavirus outbreak may exacerbate other pre-existing political, social and economic risks in certain countries. The impact of the outbreak may be short term or may last for an extended period of time.

While the extreme volatility and disruption that US and global markets experienced for an extended period of time beginning in 2007 and 2008 had, until the coronavirus outbreak, generally subsided, uncertainty and periods of volatility still remain, and risks to a robust resumption of growth persist. Federal Reserve policy, including with respect to certain interest rates may adversely affect the value, volatility and liquidity of dividend and interest paying securities. Market volatility, dramatic changes to interest rates and/or a return to unfavorable economic conditions may lower the Fund’s performance or impair the Fund’s ability to achieve its investment objective.

The United Kingdom left the European Union (“EU”) on January 31, 2020 (commonly referred to as “Brexit”). During an 11 month transition period, ending December 31, 2020, the United Kingdom and the EU agreed to a Trade and Cooperation Agreement which sets out the agreement for certain parts of the future relationship between the EU and the United Kingdom from January 1, 2021. The Trade and Cooperation Agreement does not provide the United Kingdom with the same level of rights or access to all goods and services in the EU as the United Kingdom previously maintained as a member of the EU and during the transition period. In particular, the Trade and Cooperation Agreement does not include an agreement on financial services. Accordingly, uncertainty remains in certain areas as to the future relationship between the United Kingdom and EU. The uncertainty caused by the United Kingdom’s departure from the EU could lead to prolonged political, legal, regulatory, tax and economic uncertainty and wider instability and volatility in the financial markets of the United Kingdom and more broadly across Europe. It may also lead to weakening corporate and financial confidence in such markets as the United Kingdom renegotiates the regulation of the provision of financial services within and to persons in the EU. Brexit could lead to market dislocation, heightened counterparty risk, an adverse effect on the management of market risk and, in particular, asset and liability management due in part to redenomination of financial assets and liabilities, an adverse effect on the management, operation and investment in the Fund and increased legal, regulatory or compliance burden for the Fund which may have a negative impact on the operations, financial condition, returns and prospectus of the Fund. A number of countries in Europe have suffered terror attacks, and additional attacks may occur in the future. Europe has also been struggling with mass migration from the Middle East and Africa. The ultimate effects of these events and other socio-political or geographical issues are not known but could profoundly affect global economies and markets.

Russia launched a large-scale invasion of Ukraine on February 24, 2022. The United States and other countries imposed broad-ranging sanctions on Russia and certain Russian individuals, banking entities and corporations as a response to the invasion. The United States and other countries have also imposed sanctions on Belarus and may impose sanctions on other countries that support Russia’s invasion. The extent and duration of the military action, resulting sanctions and resulting future market disruptions in Europe and globally, including declines in its stock markets and the value of the ruble against the US dollar, are impossible to predict, but could be significant and have a severe adverse effect on Russia and Europe in general. Any such disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, including politicians, may negatively impact Russia’s economy and Russian issuers of securities in which the Fund invests. Actual and threatened responses to such military action may also impact the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and may likely have collateral impacts on such sectors in Europe and globally. These events could significantly impact the Fund’s performance and the value of an investment in the Fund, even beyond any direct exposure the Fund may have to Russian issuers or issuers in other countries affected by the invasion. The potential for wider conflict may increase financial market volatility and could have severe adverse effects on regional and global markets.

In response to recent political and military actions undertaken by Russia, the US and the EU have instituted sanctions against certain Russian individuals, including politicians, and Russian corporate and banking entities. These sanctions and any additional sanctions or other intergovernmental actions that may be undertaken against Russia in the future may result in the devaluation of Russian currency, a downgrade in the country’s credit rating, the inability to freely trade sanctioned companies, a decline in the value and liquidity of Russian securities, and/or other adverse consequences to the Russian economy. Such actions could result in a freeze of Russian securities, impairing the ability of a fund to buy, sell, receive, or deliver those securities. Retaliatory action by the Russian government could involve the seizure of US and/or European residents’ assets, and any such actions are likely to impair the value and liquidity

Calamos Strategic Total Return Fund (CSQ) (unaudited)

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   23

of such assets. Any or all of these potential results could have an adverse/recessionary effect on Russia’s economy and may have an impact on the economies of other European countries and globally as well. All of these factors could have a negative effect on the performance of funds that have significant exposure to Russia or to European issuers or countries.

In addition, policy and legislative changes in the United States and in other countries are changing many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time. Widespread disease and virus epidemics, such as the coronavirus outbreak, could likewise be highly disruptive, adversely affecting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments.

Risks Associated with Options. There are several risks associated with transactions in options. For example, there are significant differences between the securities markets and options markets that could result in an imperfect correlation among these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events. The Fund’s ability to utilize options successfully will depend on Calamos’ ability to predict pertinent market movements, which cannot be assured.

The Fund may sell options on individual securities and securities indices. All call options sold by the Fund must be “covered.” Even though the Fund will receive the option premium to help protect it against loss, a call option sold by the Fund exposes the Fund during the term of the option to possible loss of opportunity to realize appreciation in the market price of the underlying security or instrument and may require the Fund to hold a security or instrument that it might otherwise have sold. In addition, a loss on a call option sold may be greater than the premium received. The Fund may purchase and sell put options on individual securities and securities indices. In selling put options, there is a risk that the Fund may be required to buy the underlying security at a disadvantageous price above the market price.

Decline in Net Asset Value Risk. A material decline in the Fund’s NAV may impair the Fund’s ability to maintain required levels of asset coverage for outstanding borrowings or any debt securities or preferred shares.

Geographic Focus Risk. Investments in a particular country or geographic region may be particularly susceptible to political, diplomatic or economic conditions and regulatory requirements. To the extent the Fund focuses its investments in a particular country, region or group of regions, the Fund may be more volatile than a more geographically diversified fund.

Antitakeover Provisions. The Fund’s Agreement and Declaration of Trust and By-Laws include provisions that could limit the ability of other entities or persons to acquire control of the Fund or to change the composition of its Board of Trustees. Such provisions could limit the ability of shareholders to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund. These provisions include staggered terms of office for the Trustees, advance notice requirements for shareholder proposals, and super-majority voting requirements for certain transactions with affiliates, converting the Fund to an open-end investment company or a merger, asset sale or similar transaction. Holders of preferred shares have voting rights in addition to and separate from the voting rights of common shareholders with respect to certain of these matters. Holders of any preferred shares, voting separately as a single class, have the right to elect at least two Trustees at all times. The holders of preferred shares or debt, if any, on the one hand, and the holders of the common shares, on the other, may have interests that conflict with each other in certain situations, including conflicts that relate to the fees and expenses of the Fund.

American Depositary Receipts Risk. The stocks of most foreign companies that trade in the US markets are traded as ADRs. US depositary banks issue these stocks. Each ADR represents one or more shares of foreign stock or a fraction of a share. The price of an ADR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the ADRs to foreign company shares. Therefore while purchasing a security on a US exchange, the risks inherently associated with foreign investing still apply to ADRs.

REIT Risk. Investing in real estate investment trusts (“REITs”) involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. An equity REIT may be affected by changes in the value of the underlying properties owned by the REIT. A mortgage REIT may be affected by changes in interest rates and the ability of the issuers of its portfolio mortgages to repay their obligations. REITs are dependent upon the skills of their managers and are not diversified. REITs are generally dependent upon maintaining cash flows to repay borrowings and to make distributions to shareholders and are subject to the risk of default by lessees or borrowers. REITs whose underlying assets are concentrated in properties used by a particular industry, such as health care, are also subject to risks associated with such industry.

 

Calamos Strategic Total Return Fund (CSQ) (unaudited)

24   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

REITs (especially mortgage REITs) are also subject to interest rate risks. When interest rates decline, the value of a REIT’s investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT’s investment in fixed rate obligations can be expected to decline. If the REIT invests in adjustable rate mortgage loans the interest rates on which are reset periodically, yields on a REIT’s investments in such loans will gradually align themselves to reflect changes in market interest rates. This causes the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.

REITs may have limited financial resources, may utilize significant amounts of leverage, may trade less frequently and in a limited volume and may be subject to more abrupt or erratic price movements than larger company securities. Historically, REITs have been more volatile in price than the larger capitalization stocks included in Standard & Poor’s 500 Stock Index.

Loan Risk. The Fund may invest in loans which may not be (i) rated at the time of investment, (ii) registered with the SEC or (iii) listed on a securities exchange. There may not be as much public information available regarding these loans as is available for other Fund investments, such as exchange-listed securities. As well, there may not be an active trading market for some loans, meaning they may be illiquid and more difficult to value than other more liquid securities. Settlement periods for loans are longer than for exchange-traded securities, typically ranging between 1 and 3 weeks, and in some cases much longer. There is no central clearinghouse for loan trades, and the loan market has not established enforceable settlement standards or remedies for failure to settle. Because the interest rates of floating-rate loans in which the Fund may invest may reset frequently, if market interest rates fall, the loans’ interest rates will be reset to lower levels, potentially reducing the Fund’s income. Because the adviser may wish to invest in the publicly-traded securities of an obligor, the Fund may not have access to material non-public information regarding the obligor to which other investors have access.

“Covenant-Lite” Loans Risk. Some of the loans in which the Fund may invest may be “covenant-lite” loans, which means the loans contain fewer or no maintenance covenants than other loans and do not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. The Fund may experience delays in enforcing its rights on its holdings of covenant-lite loans.

Foreign Securities Risk. Investments in non-US issuers may involve unique risks compared to investing in securities of US issuers. These risks are more pronounced to the extent that the Fund invests a significant portion of its non-US investments in one region or in the securities of emerging market issuers. These risks may include:

less information may be available about non-US issuers or markets due to less rigorous disclosure or accounting standards or regulatory practices in foreign jurisdictions;

many non-US markets are smaller, less liquid and more volatile. In a changing market, Calamos may not be able to sell the Fund’s portfolio securities at times, in amounts and at prices it considers reasonable;

an adverse effect of currency exchange rate changes or controls on the value of the Fund’s investments;

the economies of non-US countries may grow at slower rates than expected or may experience a downturn or recession;

economic, political and social developments may adversely affect the securities markets in foreign jurisdictions, including expropriation and nationalization;

the difficulty in obtaining or enforcing a court judgment in non-US countries;

restrictions on foreign investments in non-US jurisdictions;

difficulties in effecting the repatriation of capital invested in non-US countries;

withholding and other non-US taxes may decrease the Fund’s return;

the ability for the Public Company Accounting Oversight Board, which regulates auditors of US public companies, is unable to inspect audit work papers in certain foreign countries;

often limited rights and few practical remedies to pursue shareholder claims, including class actions or fraud claims, and the ability of the Commission, the US Department of Justice and other authorities to bring and enforce actions against foreign issuers or foreign persons is limited; and

dividend income the Fund receives from foreign securities may not be eligible for the special tax treatment applicable to qualified dividend income.

 

Calamos Strategic Total Return Fund (CSQ) (unaudited)

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   25

Based upon the Fund’s test for determining whether an issuer is a “foreign issuer” as described above, it is possible that an issuer of securities in which the Fund invests could be organized under the laws of a foreign country, yet still conduct a substantial portion of its business in the US or have substantial assets in the US. In this case, such a “foreign issuer” may be subject to the market conditions in the US to a greater extent than it may be subject to the market conditions in the country of its organization.

Portfolio Turnover Risk. The portfolio managers may actively and frequently trade securities or other instruments in the Fund’s portfolio to carry out its investment strategies. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses. Frequent and active trading may also cause adverse tax consequences for investors in the Fund due to an increase in short-term capital gains.

Other Investment Companies (including ETFs) Risk. Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund’s proportionate share of the fees and expenses indirectly paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders bear in connection with the Fund’s own operations. If the investment company or ETF fails to achieve its investment objective, the value of the Fund’s investment will decline, adversely affecting the Fund’s performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to the Fund. In addition, the Fund may engage in short sales of the securities of other investment companies. When the Fund shorts securities of another investment company, it borrows shares of that investment company which it then sells. The Fund closes out a short sale by purchasing the security that it has sold short and returning that security to the entity that lent the security.

Rule 144A Securities Risk. The Fund may invest in securities that are issued and sold through transactions under Rule 144A of the Securities Act of 1933. Under the supervision and oversight of the Board of Trustees, Calamos will determine whether Rule 144A Securities are illiquid. If qualified institutional buyers are unwilling to purchase these Rule 144A Securities, the percentage of the Fund’s assets invested in illiquid securities would increase. Typically, the Fund purchases Rule 144A Securities only if the Fund’s adviser has determined them to be liquid. If any Rule 144A Security held by the Fund should become illiquid, the value of the security may be reduced and a sale of the security may be more difficult.

Master Limited Partnerships Risk. Investments in MLPs involve risks that differ from investments in common stock. Holders of MLP common units are subject to certain risks inherent in the structure of MLPs, including (i) tax risks, (ii) risk related to limited control of management or the general partner or managing member, (iii) limited rights to vote on matters affecting the MLP, except with respect to extraordinary transactions, (iv) conflicts of interest between the general partner or managing member and its affiliates, on the one hand, and the limited partners or members, on the other hand, including those arising from incentive distribution payments or corporate opportunities, and (v) cash flow risks. MLP common units and other equity securities can be affected by macro-economic and other factors affecting the stock market in general, expectations of interest rates, investor sentiment towards MLPs or the energy sector, changes in a particular issuer’s financial condition, or unfavorable or unanticipated poor performance of a particular issuer (in the case of MLPs, generally measured in terms of distributable cash flow). Prices of common units of individual MLPs and other equity securities also can be affected by fundamentals unique to the partnership or company, including cash flow growth, cash generating power and distribution coverage.

Although certain MLPs may trade on national securities exchanges, certain MLPs may trade less frequently than those of larger companies due to their market capitalizations. Due to limited trading volumes of certain MLPs, the prices of such MLPs may display abrupt or erratic movements at times. Additionally, it may be more difficult for the Fund to buy and sell significant amounts of such securities without an unfavorable impact on prevailing market prices. The Fund’s investment in securities that are less actively traded or over time experience decreased trading volume may restrict its ability to dispose of the securities at a fair price. Such a situation may prevent the Fund from limiting losses or realizing gains. This also may adversely affect the Fund’s ability to make dividend distributions to shareholders.

MLPs are generally treated as partnerships for US federal income tax purposes. Partnerships do not pay US federal income tax at the partnership level. Rather, each partner is allocated a share of the partnership’s income, gains, losses, deductions and expenses. A change in current tax law, or a change in the business of a given MLP, could result in an MLP being treated as a corporation for US federal income tax purposes. As a result, the amount of cash available for distribution by the MLP would be reduced and the after-tax return to the Fund with respect to its investment in such MLPs would be materially reduced. Thus, if any of the MLPs owned by the Fund were treated as corporations for US federal income tax purposes, it could result in a reduction in the value of the Fund.

 

Calamos Strategic Total Return Fund (CSQ) (unaudited)

26   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

Currency Risk. To the extent that the Fund invests in securities or other instruments denominated in or indexed to foreign currencies, changes in currency exchange rates bring an added dimension of risk. Currency fluctuations could negatively impact investment gains or add to investment losses. Although the Fund may attempt to hedge against currency risk, the hedging instruments may not always perform as the Fund expects and could produce losses. Suitable hedging instruments may not be available for currencies of emerging market countries. The Fund’s investment adviser may determine not to hedge currency risks, even if suitable instruments appear to be available.

Emerging Markets Risk. Emerging market countries may have relatively unstable governments and economies based on only a few industries, which may cause greater instability. The value of emerging market securities will likely be particularly sensitive to changes in the economies of such countries. These countries are also more likely to experience higher levels of inflation, deflation or currency devaluations, which could adversely affect the value of the Fund’s investments and hurt those countries’ economies and securities markets.

Counterparty and Settlement Risk. Trading options, futures contracts, swaps and other derivative financial instruments entails credit risk with respect to the counterparties with whom and through which the Fund trades. Such instruments when traded over the counter do not include the same protections as may apply to trading derivatives on organized exchanges. Substantial losses may arise from the insolvency, bankruptcy or default of a counterparty and risk of settlement default of parties with whom the Fund trades securities. This risk may be heightened during volatile market conditions. Settlement mechanisms in emerging markets are generally less developed and reliable than those in more developed countries, thus increasing the risks. In the past, broker-dealers and other financial institutions have experienced extreme financial difficulty, sometimes resulting in bankruptcy of the institution. Although Calamos monitors the creditworthiness of the Fund’s counterparties, there can be no assurance that the Fund’s counterparties will not experience similar difficulties, possibly resulting in losses to the Fund. If a counterparty becomes bankrupt, or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances. Material exposure to a single or small group of counterparties increases the Fund’s counterparty risk.

Interest Rate Transactions Risk. The Fund may enter into an interest rate swap, cap or floor transaction to attempt to protect itself from increasing dividend or interest expenses on its leverage resulting from increasing short-term interest rates and to hedge its portfolio securities. A decline in interest rates may result in a decline in the value of the swap or cap, which may result in a decline in the NAV of the Fund.

Depending on the state of interest rates in general, the Fund’s use of interest rate swap or cap transactions could enhance or harm the overall performance of the common shares. To the extent there is a decline in interest rates, the value of the interest rate swap or cap could decline, and could result in a decline in the NAV of the common shares. In addition, if the counterparty to an interest rate swap or cap defaults, the Fund would not be able to use the anticipated net receipts under the swap or cap to offset the dividend or interest payments on the Fund’s leverage or offset certain losses in its portfolio.

Depending on whether the Fund would be entitled to receive net payments from the counterparty on the swap or cap, which in turn would depend on the general state of short-term interest rates at that point in time, such a default could negatively impact the performance of the common shares. In addition, at the time an interest rate swap or cap transaction reaches its scheduled termination date, there is a risk that the Fund would not be able to obtain a replacement transaction or that the terms of the replacement would not be as favorable as on the expiring transaction. If either of these events occurs, it could have a negative impact on the performance of the common shares.

If the Fund fails to maintain a required 200% asset coverage of the liquidation value of any outstanding preferred shares or if the Fund loses its rating on its preferred shares or fails to maintain other covenants with respect to the preferred shares, the Fund may be required to redeem some or all of the preferred shares. Similarly, the Fund could be required to prepay the principal amount of any debt securities or other borrowings. Such redemption or prepayment would likely result in the Fund seeking to terminate early all or a portion of any swap or cap transaction. Early termination of a swap could result in a termination payment by or to the Fund. Early termination of a cap could result in a termination payment to the Fund. The Fund intends to segregate with its custodian cash or liquid securities having a value at least equal to the Fund’s net payment obligations under any swap transaction, marked-to-market daily.

Currently, certain categories of interest rate swaps are subject to mandatory clearing, and more are expected to be cleared in the future. The counterparty risk for cleared derivatives is generally lower than for uncleared OTC derivative transactions because generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing house for performance of financial obligations. However, there can be no assurance that a clearing house, or its members, will satisfy the clearing house’s obligations to the Fund.

 

Calamos Strategic Total Return Fund (CSQ) (unaudited)

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   27

Inflation Risk. Inflation is the reduction in the purchasing power of money resulting from an increase in the price of goods and services. Inflation risk is the risk that the inflation adjusted or “real” value of an investment in preferred stock or debt securities or the income from that investment will be worth less in the future. As inflation occurs, the real value of the preferred stock or debt securities and the dividend payable to holders of preferred stock or interest payable to holders of debt securities declines.

Diminished Voting Power and Excess Cash Risk. The voting power of current shareholders will be diluted to the extent that such shareholders do not purchase shares in any future common share offerings or do not purchase sufficient shares to maintain their percentage interest. In addition, if the Fund is unable to invest the proceeds of such offering as intended, its per share distribution may decrease (or may consist of return of capital) and the Fund may not participate in market advances to the same extent as if such proceeds were fully invested as planned.

Forward Currency Exchange Contracts Risk. Forward contracts are contractual agreements to purchase or sell a specified currency at a specified future date (or within a specified time period) at a price set at the time of the contract. The Fund may not fully benefit from, or may lose money on, forward currency exchange transactions if changes in currency exchange rates do not occur as anticipated or do not correspond accurately to changes in the value of the Fund’s holdings.

Tax Risk. The Fund may invest in certain securities, such as certain convertible securities and high yield securities, for which the federal income tax treatment may not be clear or may be subject to re-characterization by the Internal Revenue Service (“IRS”). It could be more difficult for the Fund to comply with certain federal income tax requirements applicable to regulated investment companies if the tax characterization of the Fund’s investments is not clear or if the tax treatment of the income from such investments was successfully challenged by the IRS. In addition, the tax treatment of the Fund may be affected by future interpretations of the Internal Revenue Code of 1986, as amended and changes in the tax laws and regulations, all of which may apply with retroactive effect.

Contingent Liabilities Risk. Entering into derivative contracts in order to pursue the Fund’s various hedging strategies could require the Fund to fund cash payments in the future under certain circumstances, including an event of default or other early termination event, or the decision by a counterparty to request margin in the form of securities or other forms of collateral under the terms of the derivative contract or applicable laws. The amounts due with respect to a derivative contract would generally be equal to the unrealized loss of the open positions with the respective counterparty and could also include other fees and charges. These payments are contingent liabilities and therefore may not appear on the Fund’s balance sheet. The Fund’s ability to fund these contingent liabilities will depend on the liquidity of its assets and access to capital at the time, and the need to fund these contingent liabilities could adversely impact the Fund’s financial condition.

Cybersecurity Risk. Investment companies, such as the Fund, and their service providers are exposed to operational and information security risks resulting from cyberattacks, which may result in financial losses to a fund and its shareholders. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, “ransomware” that renders systems inoperable until ransom is paid, the unauthorized release of confidential information, or various other forms of cybersecurity breaches. Cyber-attacks affecting the Fund or the Adviser, custodian, transfer agent, distributor, administrator, intermediaries, trading counterparties, and other third-party service providers may adversely impact the Fund or the companies in which the Fund invests, causing the Fund’s investments to lose value or to prevent a shareholder redemption or purchase from clearing in a timely manner.

Market Impact Risk. The sale of the Fund’s common shares (or the perception that such sales may occur) may have an adverse effect on prices in the secondary market for the Fund’s common shares. An increase in the number of common shares available may put downward pressure on the market price for the Fund’s common shares. These sales also might make it more difficult for us to sell additional equity securities in the future at a time and price the Fund deems appropriate.

Liquidity Risk. The Fund may invest up to 15% of its managed assets in securities that, at the time of investment, are illiquid (i.e., any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment). The Fund may also invest without limit in Rule 144A Securities determined to be liquid. Calamos, under the supervision and oversight of the Board of Trustees, will determine whether Rule 144A Securities are illiquid (that is, not readily marketable) and thus subject to the Fund’s limit on investing no more than 15% of its managed assets in illiquid securities. Illiquid securities may be difficult to dispose of at a fair price at the times when the Fund believes it is desirable to do so. Investment of the Fund’s assets in illiquid securities may restrict the Fund’s ability to take advantage of market opportunities. The market price of illiquid securities generally is more volatile than that of more liquid securities,

Calamos Strategic Total Return Fund (CSQ) (unaudited)

28   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

which may adversely affect the price that the Fund pays for or recovers upon the sale of illiquid securities. Illiquid securities are also more difficult to value and may be fair valued by the Board of Trustees, in which case Calamos’ judgment may play a greater role in the valuation process. The risks associated with illiquid securities may be particularly acute in situations in which the Fund’s operations require cash and could result in the Fund borrowing to meet its short-term needs or incurring losses on the sale of illiquid securities.

Cash Holdings Risk. To the extent the Fund holds cash positions, the Fund risks achieving lower returns and potential lost opportunities to participate in market appreciation which could negatively impact the Fund’s performance and ability to achieve its investment objective.

US Government Security Risk. Some securities issued by US Government agencies or government sponsored enterprises are not backed by the full faith and credit of the US and may only be supported by the right of the agency or enterprise to borrow from the US Treasury. There can be no assurance that the US Government will always provide financial support to those agencies or enterprises.

Non-US Government Obligation Risk. An investment in debt obligations of non-US governments and their political subdivisions involves special risks that are not present in corporate debt obligations. The non-US issuer of the sovereign debt or the non-US governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Fund may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt may be more volatile than prices of debt obligations of US issuers.

Senior Leverage Risk. Preferred shares will be junior in liquidation and with respect to distribution rights to debt securities and any other borrowings. Senior securities representing indebtedness may constitute a substantial lien and burden on preferred shares by reason of their prior claim against the Fund’s income and against its net assets in liquidation. The Fund may not be permitted to declare dividends or other distributions with respect to any series of preferred shares unless at such time it meets applicable asset coverage requirements and the payment of principal or interest is not in default with respect to any borrowings.

Ratings and Asset Coverage Risk. To the extent that senior securities are rated, a rating does not eliminate or necessarily mitigate the risks of investing in the Fund’s senior securities, and a rating may not fully or accurately reflect all of the credit and market risks associated with that senior security. A rating agency could downgrade the rating of the Fund’s shares of preferred stock or debt securities, which may make such securities less liquid in the secondary market, though potentially with higher resulting interest rates. If a rating agency downgrades the rating assigned to a senior security, the Fund may alter its portfolio or redeem the senior security. The Fund may voluntarily redeem senior securities under certain circumstances.

Futures and Forward Contracts Risk. Futures contracts provide for the future sale by one party and purchase by another of a specific asset at a specific time and price (with or without delivery required). Futures contracts are standardized contracts traded on a recognized exchange. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. Futures and forward contracts are subject to counterparty risk, meaning that the party with whom the Fund enters into the derivatives transaction (the clearinghouse or the broker holding the Fund’s position for a futures contract or the counterparty for a forward contract) may experience a significant credit event and/or may be unwilling or unable to make timely settlement payments or otherwise honor its obligations.

Early Redemption Risk. The Fund may voluntarily redeem preferred shares or may be forced to redeem preferred shares to meet regulatory requirements and the asset coverage requirements of the preferred shares. Such redemptions may be at a time that is unfavorable to holders of the preferred shares.

Secondary Market Risk. The market value of exchange-listed preferred shares that the Fund may issue will be determined by factors such as the relative demand for and supply of the preferred shares in the market, general market conditions and other factors beyond the control of the Fund. It may be difficult to predict the trading patterns of preferred shares, including the effective costs of trading. There is a risk that the market for preferred shares may be thinly traded and relatively illiquid compared to the market for other types of securities.

 

Schedule of Investments October 31, 2022

See accompanying Notes to Schedule of Investments

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT  29

PRINCIPAL
AMOUNT

 

 

 

VALUE

Corporate Bonds (18.7%)  

Airlines (0.4%) 

1,740,545

Air Canada Pass Through Trust Series 2015-1, Class B*
3.875%, 09/15/24

$

1,703,802

252,999

Air Canada Pass Through Trust Series 2015-2, Class B*
5.000%, 06/15/25

245,103

1,180,513

Alaska Airlines Pass Through Trust Series 2020-1, Class A*µ
4.800%, 02/15/29

1,100,486

702,262

Alaska Airlines Pass Through Trust Series 2020-1, Class B*
8.000%, 02/15/27

698,744

1,428,000

American Airlines Pass Through Trust Series 2021-1, Class B
3.950%, 01/11/32

1,122,237

 

American Airlines, Inc. /
AAdvantage Loyalty IP, Ltd.*

884,000

5.500%, 04/20/26

842,965

295,000

5.750%, 04/20/29

268,689

1,342,047

British Airways Pass Through Trust Series 2021-1, Class B*
3.900%, 03/15/33

1,076,751

956,520

JetBlue Pass Through Trust Series 2020-1, Class B
7.750%, 05/15/30

933,238

735,000

Spirit Loyalty Cayman, Ltd. /
Spirit IP Cayman, Ltd.*
8.000%, 09/20/25

746,833

573,011

United Airlines Pass Through Trust Series 2019-2, Class B
3.500%, 11/01/29

484,016

 

9,222,864

 

Communication Services (2.0%) 

1,400,000

Altice France, SA*
5.500%, 10/15/29

1,068,830

1,415,000

APi Group DE, Inc.*
4.750%, 10/15/29

1,190,001

1,795,000

Arrow Bidco, LLC*
9.500%, 03/15/24

1,806,362

1,270,000

Ashtead Capital, Inc.*
2.450%, 08/12/31

913,524

 

Audacy Capital Corp.*

1,479,000

6.750%, 03/31/29

425,109

538,000

6.500%, 05/01/27

158,818

884,000

Beasley Mezzanine Holdings, LLC*^
8.625%, 02/01/26

646,151

442,000

Cincinnati Bell Telephone Company, LLC
6.300%, 12/01/28

385,866

1,815,000

Consolidated Communications, Inc.*
6.500%, 10/01/28

1,493,364

PRINCIPAL
AMOUNT

 

 

 

VALUE

 

CSC Holdings, LLC*

1,950,000

5.750%, 01/15/30

$

1,506,336

1,940,000

5.500%, 04/15/27

1,834,251

1,800,000

5.375%, 02/01/28

1,662,660

1,800,000

4.625%, 12/01/30

1,300,014

1,395,000

4.500%, 11/15/31

1,088,839

 

Diamond Sports Group, LLC /
Diamond Sports Finance Company*

825,000

6.625%, 08/15/27

43,106

656,000

5.375%, 08/15/26

132,033

1,633,000

Directv Financing, LLC /
Directv Financing Co-Obligor, Inc.*
5.875%, 08/15/27

1,471,349

810,000

Embarq Corp.
7.995%, 06/01/36

328,779

1,210,000

Frontier California, Inc.
6.750%, 05/15/27

1,153,045

 

Frontier Communications Holdings, LLC*

749,000

5.000%, 05/01/28

656,214

298,000

8.750%, 05/15/30

304,574

1,333,000

Frontier Florida, LLC
6.860%, 02/01/28

1,242,889

1,785,000

Frontier North, Inc.@
6.730%, 02/15/28

1,679,935

 

Go Daddy Operating Company, LLC /
GD Finance Company, Inc.*

1,030,000

3.500%, 03/01/29

854,890

301,000

5.250%, 12/01/27

285,492

345,000

Hughes Satellite Systems Corp.
5.250%, 08/01/26

329,596

 

Intelsat Jackson Holdings, SA@&

900,000

9.750%, 07/15/25*

1

585,000

5.500%, 08/01/23

1

1,480,000

LCPR Senior Secured Financing DAC*
6.750%, 10/15/27

1,381,432

749,337

Ligado Networks, LLC*
15.500%, 11/01/23

313,800

 

Lumen Technologies, Inc.

1,886,000

7.600%, 09/15/39

1,303,264

1,400,000

4.000%, 02/15/27*

1,193,164

596,000

4.500%, 01/15/29*

421,920

596,000

Match Group Holdings II, LLC*^
3.625%, 10/01/31

455,231

 

Netflix, Inc.

910,000

4.875%, 06/15/30*

843,479

610,000

4.875%, 04/15/28

580,592

740,000

Paramount Global‡
6.375%, 03/30/62
5 year CMT + 4.00%

631,028

135,000

Rogers Communications, Inc.*‡
5.250%, 03/15/82
5 year CMT + 3.59%

118,411

 

Scripps Escrow II, Inc.*

591,000

3.875%, 01/15/29

491,812

295,000

5.375%, 01/15/31

240,059


Schedule of Investments October 31, 2022

30   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

See accompanying Notes to Schedule of Investments

PRINCIPAL
AMOUNT

 

 

 

VALUE

2,185,000

Scripps Escrow, Inc.*
5.875%, 07/15/27

$

1,980,440

 

Sirius XM Radio, Inc.*

1,500,000

5.500%, 07/01/29

1,385,175

885,000

4.000%, 07/15/28

764,720

585,000

3.125%, 09/01/26

523,481

298,000

3.875%, 09/01/31

238,516

585,000

Spanish Broadcasting System, Inc.*
9.750%, 03/01/26

361,033

3,045,000

Sprint Corp.
7.125%, 06/15/24

3,097,770

1,045,000

Stagwell Global, LLC*
5.625%, 08/15/29

901,877

880,000

Telecom Italia Capital, SA
6.000%, 09/30/34

642,514

1,196,000

Telesat Canada /
Telesat, LLC*
4.875%, 06/01/27

555,829

1,060,000

United States Cellular Corp.
6.700%, 12/15/33

1,010,403

125,000

Vodafone Group, PLC‡
7.000%, 04/04/79
USD 5 year swap rate + 4.87%

119,780

 

43,517,759

 

Consumer Discretionary (3.2%) 

1,435,000

Abercrombie & Fitch Management Company*
8.750%, 07/15/25

1,362,446

 

American Axle & Manufacturing, Inc.

1,243,000

6.875%, 07/01/28

1,150,148

119,000

5.000%, 10/01/29

96,914

 

Ashton Woods USA, LLC /
Ashton Woods Finance Company*

856,000

6.625%, 01/15/28

733,729

745,000

4.625%, 08/01/29

560,180

298,000

4.625%, 04/01/30

221,652

1,487,000

At Home Group, Inc.*^
4.875%, 07/15/28

1,082,432

352,000

Avis Budget Car Rental, LLC /
Avis Budget Finance, Inc.*^
5.375%, 03/01/29

306,571

 

Bath & Body Works, Inc.

1,577,000

6.694%, 01/15/27

1,490,675

1,475,000

6.875%, 11/01/35

1,255,417

 

Caesars Entertainment, Inc.*

728,000

4.625%, 10/15/29^

583,390

605,000

8.125%, 07/01/27^

589,010

605,000

6.250%, 07/01/25

591,267

 

Carnival Corp.*

582,000

10.500%, 02/01/26

571,198

295,000

7.625%, 03/01/26

222,510

1,385,000

Carriage Services, Inc.*
4.250%, 05/15/29

1,049,096

PRINCIPAL
AMOUNT

 

 

 

VALUE

900,000

Carvana Company*
4.875%, 09/01/29

$

398,970

 

CCO Holdings, LLC /
CCO Holdings Capital Corp.*

3,900,000

5.125%, 05/01/27

3,617,250

1,370,000

6.375%, 09/01/29

1,269,880

1,300,000

4.750%, 03/01/30

1,086,163

1,198,000

4.250%, 02/01/31

947,762

620,000

5.000%, 02/01/28

560,133

600,000

4.500%, 08/15/30

488,634

596,000

4.750%, 02/01/32

478,475

450,000

4.250%, 01/15/34

330,921

596,000

CDI Escrow Issuer, Inc.*
5.750%, 04/01/30

538,331

900,000

Cedar Fair, LP
5.250%, 07/15/29

793,350

150,000

Century Communities, Inc.*
3.875%, 08/15/29

118,346

 

Dana, Inc.

985,000

4.250%, 09/01/30

790,541

596,000

4.500%, 02/15/32

455,171

 

DISH DBS Corp.

1,495,000

5.250%, 12/01/26*

1,299,484

926,000

7.750%, 07/01/26

783,507

739,000

7.375%, 07/01/28

562,579

590,000

5.125%, 06/01/29

400,675

1,675,000

Empire Resorts, Inc.*
7.750%, 11/01/26

1,380,585

1,308,000

Everi Holdings, Inc.*
5.000%, 07/15/29

1,141,505

1,240,000

Ford Motor Company
6.100%, 08/19/32

1,137,316

 

Ford Motor Credit Company, LLC

1,885,000

4.000%, 11/13/30

1,530,186

1,600,000

4.063%, 11/01/24

1,534,704

1,450,000

5.113%, 05/03/29

1,296,822

1,400,000

4.134%, 08/04/25

1,302,350

1,000,000

2.900%, 02/16/28

814,200

600,000

4.389%, 01/08/26

557,196

300,000

4.950%, 05/28/27

275,247

 

Gap, Inc.*

447,000

3.875%, 10/01/31^

308,850

60,000

3.625%, 10/01/29

42,221

 

General Motors Financial Company, Inc.

441,000

3.100%, 01/12/32

336,218

140,000

5.700%, 09/30/30^‡
5 year CMT + 5.00%

119,134

125,000

6.500%, 09/30/28‡
3 mo. LIBOR + 3.44%

106,311

 

goeasy, Ltd.*

2,050,000

5.375%, 12/01/24

1,929,931

1,111,000

4.375%, 05/01/26

963,937

896,000

Goodyear Tire & Rubber Company^
5.000%, 07/15/29

778,857


Schedule of Investments October 31, 2022

See accompanying Notes to Schedule of Investments

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT  31

PRINCIPAL
AMOUNT

 

 

 

VALUE

511,000

Group 1 Automotive, Inc.*
4.000%, 08/15/28

$

421,580

1,780,000

Guitar Center, Inc.*
8.500%, 01/15/26

1,563,855

 

International Game Technology, PLC*

1,500,000

6.250%, 01/15/27

1,487,535

400,000

4.125%, 04/15/26

371,384

1,175,000

Liberty Interactive, LLC
8.250%, 02/01/30

736,878

 

Life Time, Inc.*

884,000

8.000%, 04/15/26^

777,469

600,000

5.750%, 01/15/26

558,750

767,000

Lindblad Expeditions, LLC*
6.750%, 02/15/27

688,175

780,000

M/I Homes, Inc.
3.950%, 02/15/30

594,937

 

Macy’s Retail Holdings, LLC

1,248,000

6.700%, 07/15/34*

981,327

744,000

5.875%, 03/15/30*

628,769

600,000

4.300%, 02/15/43

356,898

1,375,000

Mclaren Finance, PLC*
7.500%, 08/01/26

1,104,249

1,518,000

Midwest Gaming Borrower, LLC /
Midwest Gaming Finance Corp.*
4.875%, 05/01/29

1,296,752

1,649,000

Mohegan Gaming & Entertainment*
8.000%, 02/01/26

1,391,871

 

Newell Brands, Inc.

300,000

6.375%, 09/15/27

294,114

148,000

6.625%, 09/15/29^

144,759

 

Nordstrom, Inc.

600,000

5.000%, 01/15/44

380,070

551,000

4.250%, 08/01/31

400,627

1,370,000

Penn Entertainment, Inc.*
4.125%, 07/01/29

1,096,329

1,670,000

Premier Entertainment Sub, LLC /
Premier Entertainment Finance Corp.*
5.625%, 09/01/29

1,245,035

2,933,000

Rite Aid Corp.*^
8.000%, 11/15/26

1,907,418

1,670,000

Simmons Foods, Inc. /
Simmons Prepared Foods, Inc. /
Simmons Pet Food, Inc. /
Simmons Feed*
4.625%, 03/01/29

1,395,118

1,348,000

Sonic Automotive, Inc.*
4.625%, 11/15/29

1,061,847

837,000

Speedway Motorsports, LLC /
Speedway Funding II, Inc.*
4.875%, 11/01/27

732,249

2,430,000

Station Casinos, LLC*
4.500%, 02/15/28

2,094,806

707,000

Taylor Morrison Communities, Inc.*
5.750%, 01/15/28

649,054

PRINCIPAL
AMOUNT

 

 

 

VALUE

290,000

Viking Cruises, Ltd.*
13.000%, 05/15/25

$

311,912

1,355,000

Vista Outdoor, Inc.*
4.500%, 03/15/29

1,063,960

298,000

Williams Scotsman International, Inc.*
4.625%, 08/15/28

269,905

 

68,350,009

 

Consumer Staples (0.7%) 

1,358,000

Central Garden & Pet Company*
4.125%, 04/30/31

1,137,203

1,349,000

Edgewell Personal Care Company*
4.125%, 04/01/29

1,154,069

 

Energizer Holdings, Inc.*

1,641,000

4.375%, 03/31/29

1,328,833

298,000

6.500%, 12/31/27

273,099

 

JBS USA LUX, SA /
JBS USA Food Company /
JBS USA Finance, Inc.*

1,770,000

5.500%, 01/15/30

1,618,753

1,340,000

5.125%, 02/01/28

1,256,116

125,000

Land O’ Lakes, Inc.*
7.000%, 09/18/28

114,704

751,000

New Albertsons, LP
7.750%, 06/15/26

775,475

1,192,000

Performance Food Group, Inc.*
4.250%, 08/01/29

1,015,572

750,000

Petsmart, Inc. /
PetSmart Finance Corp.*
7.750%, 02/15/29

705,330

375,000

PetSmart, Inc. /
PetSmart Finance Corp.*
4.750%, 02/15/28

342,405

 

Pilgrim’s Pride Corp.*

950,000

5.875%, 09/30/27

930,155

900,000

4.250%, 04/15/31

754,632

 

Post Holdings, Inc.*

505,000

5.750%, 03/01/27

489,815

296,000

5.500%, 12/15/29

266,791

146,000

4.625%, 04/15/30

123,507

1,124,000

Prestige Brands, Inc.*
3.750%, 04/01/31

905,494

1,300,000

United Natural Foods, Inc.*^
6.750%, 10/15/28

1,258,504

1,857,000

Vector Group, Ltd.*
5.750%, 02/01/29

1,628,180

 

16,078,637

 

Energy (2.0%) 

598,000

Antero Resources Corp.*
5.375%, 03/01/30

555,141

1,187,000

Apache Corp.
5.100%, 09/01/40

962,254


Schedule of Investments October 31, 2022

32   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

See accompanying Notes to Schedule of Investments

PRINCIPAL
AMOUNT

 

 

 

VALUE

 

Buckeye Partners, LP

900,000

3.950%, 12/01/26^

$

789,921

600,000

5.850%, 11/15/43

453,318

1,370,000

Callon Petroleum Company*
7.500%, 06/15/30

1,302,637

 

Cheniere Energy Partners, LP

596,000

3.250%, 01/31/32

464,701

300,000

4.000%, 03/01/31

253,410

591,000

Cheniere Energy, Inc.
4.625%, 10/15/28

545,694

892,000

Chesapeake Energy Corp.*
6.750%, 04/15/29

880,047

 

Continental Resources, Inc.*

610,000

5.750%, 01/15/31

555,631

300,000

2.875%, 04/01/32

219,834

1,950,000

DCP Midstream Operating, LP*‡
5.850%, 05/21/43
3 mo. LIBOR + 3.85%

1,885,221

11,988

Diamond Foreign Asset Company /
Diamond Finance, LLC
9.000%, 04/22/27
13.000% PIK rate

11,077

626,000

DT Midstream, Inc.*
4.125%, 06/15/29

541,866

1,491,000

Earthstone Energy Holdings, LLC*
8.000%, 04/15/27

1,412,409

 

Enbridge, Inc.‡

806,000

7.375%, 01/15/83
5 year CMT + 3.71%

769,488

200,000

5.750%, 07/15/80
5 year CMT + 5.31%

177,074

 

Energy Transfer, LP‡

1,735,000

7.457%, 11/01/66
3 mo. LIBOR + 3.02%

1,284,681

1,015,000

6.500%, 11/15/26
5 year CMT + 5.69%

874,585

 

EnLink Midstream Partners, LP

1,775,000

6.000%, 12/15/22‡
3 mo. LIBOR + 4.11%

1,366,235

1,285,000

4.850%, 07/15/26

1,212,243

595,000

Enlink Midstream, LLC*^
6.500%, 09/01/30

585,212

1,370,000

EQM Midstream Partners, LP*
7.500%, 06/01/27

1,356,930

1,173,000

Genesis Energy, LP /
Genesis Energy Finance Corp.
6.250%, 05/15/26

1,099,277

1,000,000

Gulfport Energy Corp.&@
6.375%, 05/15/25

1

 

Gulfport Energy Operating Corp.

885,000

8.000%, 05/17/26*

883,628

305,622

8.000%, 05/17/26

305,148

PRINCIPAL
AMOUNT

 

 

 

VALUE

1,370,000

Hilcorp Energy I, LP /
Hilcorp Finance Company*
6.000%, 04/15/30

$

1,251,111

894,000

Howard Midstream Energy Partners, LLC*
6.750%, 01/15/27

813,844

 

Laredo Petroleum, Inc.

1,285,000

10.125%, 01/15/28^

1,267,871

604,000

9.500%, 01/15/25

605,323

1,162,000

Magnolia Oil & Gas Operating, LLC /
Magnolia Oil & Gas Finance Corp.*
6.000%, 08/01/26

1,135,611

 

Moss Creek Resources Holdings, Inc.*

600,000

10.500%, 05/15/27

579,318

540,000

7.500%, 01/15/26

497,351

1,311,000

MPLX, LP^‡
6.875%, 02/15/23
3 mo. LIBOR + 4.65%

1,275,393

589,000

Murphy Oil Corp.
6.375%, 07/15/28

576,855

 

New Fortress Energy, Inc.*

1,191,000

6.750%, 09/15/25

1,172,027

589,000

6.500%, 09/30/26

571,748

1,082,000

Par Petroleum, LLC /
Par Petroleum Finance Corp.*
7.750%, 12/15/25

1,040,484

1,270,000

Parkland Corp.*~
5.875%, 07/15/27

1,203,808

1,196,000

Patterson-UTI Energy, Inc.
5.150%, 11/15/29

1,054,896

1,390,000

Plains All American Pipeline, LP‡
6.125%, 12/01/22
3 mo. LIBOR + 4.11%

1,154,228

1,670,000

Rockcliff Energy II, LLC*
5.500%, 10/15/29

1,492,880

 

Southwestern Energy Company

600,000

5.375%, 02/01/29

559,254

595,000

5.375%, 03/15/30

553,035

298,000

4.750%, 02/01/32

258,682

298,000

Sunoco, LP /
Sunoco Finance Corp.
4.500%, 04/30/30

254,465

 

Venture Global Calcasieu Pass, LLC*

300,000

4.125%, 08/15/31

256,788

300,000

3.875%, 08/15/29

259,815

1,200,000

VOC Escrow, Ltd.*
5.000%, 02/15/28

1,000,644

770,000

W&T Offshore, Inc.*
9.750%, 11/01/23

767,613

 

Weatherford International, Ltd.*

1,280,000

6.500%, 09/15/28

1,232,794

900,000

8.625%, 04/30/30

849,546

 

42,433,047


Schedule of Investments October 31, 2022

See accompanying Notes to Schedule of Investments

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT  33

PRINCIPAL
AMOUNT

 

 

 

VALUE

 

Financials (4.2%) 

 

Acrisure, LLC /
Acrisure Finance, Inc.*

1,883,000

7.000%, 11/15/25

$

1,791,072

1,783,000

6.000%, 08/01/29

1,478,892

1,789,000

Aethon United BR, LP /
Aethon United Finance Corp.*
8.250%, 02/15/26

1,826,873

1,892,000

AG Issuer, LLC*
6.250%, 03/01/28

1,778,575

 

Alliant Holdings Intermediate, LLC /
Alliant Holdings Co-Issuer*

2,500,000

6.750%, 10/15/27

2,287,500

300,000

5.875%, 11/01/29

254,985

300,000

4.250%, 10/15/27

271,632

 

Ally Financial, Inc.

1,692,000

4.700%, 05/15/26‡
5 year CMT + 3.87%

1,227,343

964,000

8.000%, 11/01/31

990,279

850,000

4.700%, 05/15/28‡
7 year CMT + 3.48%

576,606

163,000

American Express Company‡
3.550%, 09/15/26
5 year CMT + 2.85%

126,969

250,000

American International Group, Inc.‡
5.750%, 04/01/48
3 mo. LIBOR + 2.87%

223,630

2,365,000

AmWINS Group, Inc.*
4.875%, 06/30/29

2,054,901

320,000

Ares Finance Company III, LLC*‡
4.125%, 06/30/51
5 year CMT + 3.24%

243,786

2,700,000

AssuredPartners, Inc.*
7.000%, 08/15/25

2,607,741

1,307,000

Aviation Capital Group, LLC*
3.500%, 11/01/27

1,066,734

285,000

AXIS Specialty Finance, LLC‡
4.900%, 01/15/40
5 year CMT + 3.19%

231,121

 

Bank of America Corp.µ‡

160,000

4.375%, 01/27/27
5 year CMT + 2.76%

128,824

144,000

6.125%, 04/27/27
5 year CMT + 3.23%

136,534

145,000

Bank of Montrealµ‡
4.800%, 08/25/24
5 year CMT + 2.98%

123,275

 

Bank of New York Mellon Corp.µ‡

651,000

3.750%, 12/20/26
5 year CMT + 2.63%

500,280

400,000

4.700%, 09/20/25
5 year CMT + 4.36%

383,184

 

Bank of Nova Scotiaµ‡

240,000

3.625%, 10/27/81
5 year CMT + 2.61%

171,043

PRINCIPAL
AMOUNT

 

 

 

VALUE

220,000

4.900%, 06/04/25
5 year CMT + 4.55%

$

205,209

 

Barclays, PLC‡

275,000

8.000%, 03/15/29
5 year CMT + 5.43%

247,478

220,000

4.375%, 03/15/28
5 year CMT + 3.41%

146,634

280,000

BP Capital Markets, PLC‡
4.875%, 03/22/30
5 year CMT + 4.40%

233,951

2,379,000

BroadStreet Partners, Inc.*
5.875%, 04/15/29

1,925,111

 

Brookfield Property REIT, Inc. /
BPR Cumulus, LLC /
BPR Nimbus, LLC /
GGSI Sellco, LLC*

2,380,000

4.500%, 04/01/27

2,035,162

1,547,000

5.750%, 05/15/26

1,440,721

1,200,000

Burford Capital Global Financial, LLC*
6.875%, 04/15/30

1,049,400

965,000

Capital One Financial Corp.^‡
3.950%, 09/01/26
5 year CMT + 3.16%

727,253

1,340,000

Castlelake Aviation Finance DAC*
5.000%, 04/15/27

1,140,126

 

Charles Schwab Corp.‡

325,000

4.000%, 06/01/26
5 year CMT + 3.17%

265,541

147,000

4.000%, 12/01/30
10 year CMT + 3.08%

108,906

135,000

5.375%, 06/01/25^
5 year CMT + 4.97%

132,014

 

Citigroup, Inc.‡

546,000

4.150%, 11/15/26
5 year CMT + 3.00%

428,615

429,000

3.875%, 02/18/26
5 year CMT + 3.42%

352,269

150,000

4.000%, 12/10/25
5 year CMT + 3.60%

126,752

385,000

Citizens Financial Group, Inc.‡
4.000%, 10/06/26
5 year CMT + 3.22%

307,800

70,000

Corebridge Financial, Inc.*‡
6.875%, 12/15/52
5 year CMT + 3.85%

62,982

 

Credit Acceptance Corp.

1,500,000

6.625%, 03/15/26

1,421,910

1,092,000

5.125%, 12/31/24*

1,028,031

200,000

Credit Suisse Group, AG*‡
7.500%, 12/11/23
USD 5 year swap rate + 4.60%

182,302

 

Discover Financial Services‡

245,000

6.125%, 06/23/25
5 year CMT + 5.78%

238,103

135,000

5.500%, 10/30/27
3 mo. LIBOR + 3.08%

105,957


Schedule of Investments October 31, 2022

34   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

See accompanying Notes to Schedule of Investments

PRINCIPAL
AMOUNT

 

 

 

VALUE

1,533,000

Enact Holdings, Inc.*
6.500%, 08/15/25

$

1,513,178

75,000

Enstar Finance, LLC‡
5.500%, 01/15/42
5 year CMT + 4.01%

58,363

550,000

Fifth Third Bancorp‡
4.500%, 09/30/25
5 year CMT + 4.22%

507,606

1,718,000

Global Net Lease, Inc. /
Global Net Lease Operating Partn
ership, LP*
3.750%, 12/15/27

1,390,721

 

Goldman Sachs Group, Inc.‡

500,000

4.400%, 02/10/25
5 year CMT + 2.85%

415,625

475,000

3.800%, 05/10/26
5 year CMT + 2.97%

368,306

153,000

4.125%, 11/10/26
5 year CMT + 2.95%

119,557

1,891,000

Greystar Real Estate Partners, LLC*
5.750%, 12/01/25

1,835,253

200,000

HSBC Holdings, PLCµ‡
6.375%, 03/30/25
U.S. 5 yr Swap + 4.37%

177,988

 

HUB International, Ltd.*

3,867,000

7.000%, 05/01/26

3,819,861

1,785,000

5.625%, 12/01/29^

1,537,920

 

Huntington Bancshares, Inc.^‡

350,000

4.450%, 10/15/27
7 year CMT + 4.05%

309,509

125,000

5.625%, 07/15/30
10 year CMT + 4.95%

114,063

 

Icahn Enterprises, LP /
Icahn Enterprises Finance Corp.

1,455,000

5.250%, 05/15/27

1,341,597

892,000

4.375%, 02/01/29

749,503

2,448,000

ILFC E-Capital Trust II*‡
5.365%, 12/21/65
3 mo. LIBOR + 1.80%

1,696,464

 

ING Groep, NV‡

200,000

4.250%, 05/16/31
5 year CMT + 2.86%

124,516

200,000

3.875%, 05/16/27
5 year CMT + 2.86%

132,180

2,470,000

Iron Mountain, Inc.*
5.250%, 03/15/28

2,276,821

3,000,000

Jefferies Finance, LLC /
JFIN Co-Issuer Corp.*
5.000%, 08/15/28

2,361,180

1,100,000

JPMorgan Chase & Companyµ‡
3.650%, 06/01/26
5 year CMT + 2.85%

907,225

 

Ladder Capital Finance Holdings, LLLP /
Ladder Capital Finance Corp.*

2,306,000

5.250%, 10/01/25

2,128,968

596,000

4.750%, 06/15/29

477,026

PRINCIPAL
AMOUNT

 

 

 

VALUE

1,680,000

LD Holdings Group, LLC*
6.125%, 04/01/28

$

942,715

 

Level 3 Financing, Inc.*

1,250,000

4.250%, 07/01/28

1,031,937

597,000

3.875%, 11/15/29

491,534

310,000

Liberty Mutual Group, Inc.*‡
4.125%, 12/15/51
5 year CMT + 3.32%

235,011

200,000

Lloyds Banking Group, PLC‡
7.500%, 06/27/24
USD 5 year swap rate + 4.76%

191,340

892,000

LPL Holdings, Inc.*
4.000%, 03/15/29

782,106

240,000

Markel Corp.‡
6.000%, 06/01/25
5 year CMT + 5.66%

231,346

 

MetLife, Inc.

2,990,000

6.400%, 12/15/66

2,756,421

225,000

3.850%, 09/15/25^‡
5 year CMT + 3.58%

199,904

200,000

Munich Re*‡
5.875%, 05/23/42
5 year CMT + 3.98%

190,974

1,615,000

Nationstar Mortgage Holdings, Inc.*
5.500%, 08/15/28

1,319,794

120,000

Nationwide Financial Services, Inc.
6.750%, 05/15/87

113,712

 

Navient Corp.

2,555,000

5.000%, 03/15/27

2,165,899

1,355,000

4.875%, 03/15/28

1,083,038

1,370,000

Necessity Retail REIT, Inc. /
American Finance Operating Part
ner, LP*
4.500%, 09/30/28

1,023,390

 

Nordea Bank Abp*µ‡

315,000

3.750%, 03/01/29
5 year CMT + 2.60%

222,355

200,000

6.625%, 03/26/26
5 year CMT + 4.11%

189,390

 

OneMain Finance Corp.

820,000

3.875%, 09/15/28

641,068

614,000

7.125%, 03/15/26

591,742

592,000

Park Intermediate Holdings, LLC /
PK Domestic Property, LLC /
PK Finance Co-Issuer*
5.875%, 10/01/28

537,796

442,000

PartnerRe Finance B, LLC‡
4.500%, 10/01/50
5 year CMT + 3.82%

362,338

1,871,000

PHH Mortgage Corp.*
7.875%, 03/15/26

1,554,951

 

PNC Financial Services Group, Inc.µ‡

440,000

6.000%, 05/15/27
5 year CMT + 3.00%

410,577


Schedule of Investments October 31, 2022

See accompanying Notes to Schedule of Investments

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT  35

PRINCIPAL
AMOUNT

 

 

 

VALUE

315,000

3.400%, 09/15/26
5 year CMT + 2.60%

$

236,030

140,000

6.200%, 09/15/27
5 year CMT + 3.24%

132,385

124,000

Prudential Financial, Inc.‡
3.700%, 10/01/50
5 year CMT + 3.04%

96,846

280,000

QBE Insurance Group, Ltd.*^‡
5.875%, 05/12/25
5 year CMT + 5.51%

255,595

1,355,000

RHP Hotel Properties, LP /
RHP Finance Corp.*
4.500%, 02/15/29

1,189,690

894,000

RLJ Lodging Trust, LP*
3.750%, 07/01/26

819,414

 

Rocket Mortgage, LLC /
Rocket Mortgage Co-Issuer, Inc.*

560,000

3.875%, 03/01/31

417,771

555,000

3.625%, 03/01/29

430,686

275,000

2.875%, 10/15/26

230,714

503,000

State Street Corp.^‡
5.625%, 12/15/23
3 mo. LIBOR + 2.54%

460,245

1,225,000

StoneX Group, Inc.*
8.625%, 06/15/25

1,211,231

 

SVB Financial Group‡

619,000

4.000%, 05/15/26
5 year CMT + 3.20%

436,005

224,000

4.100%, 02/15/31
10 year CMT + 3.06%

140,374

133,000

4.250%, 11/15/26
5 year CMT + 3.07%

89,384

225,000

Toronto-Dominion Bankµ
8.125%, 10/31/82

227,729

 

Truist Financial Corp.µ‡

295,000

4.800%, 09/01/24
5 year CMT + 3.00%

264,940

125,000

4.950%, 09/01/25
5 year CMT + 4.61%

119,934

 

UBS Group, AG*‡

200,000

7.000%, 01/31/24
USD 5 year swap rate + 4.34%

194,152

200,000

4.875%, 02/12/27
5 year CMT + 3.40%

160,374

 

United Wholesale Mortgage, LLC*

1,383,000

5.500%, 04/15/29

1,050,554

600,000

5.750%, 06/15/27

491,964

600,000

Uniti Group, LP /
Uniti Group Finance, Inc. /
CSL Capital, LLC*
6.500%, 02/15/29

433,776

855,000

US Bancorpµ‡
3.700%, 01/15/27
5 year CMT + 2.54%

656,837

PRINCIPAL
AMOUNT

 

 

 

VALUE

1,340,000

VZ Secured Financing, BV*
5.000%, 01/15/32

$

1,076,757

1,230,000

Wells Fargo & Company‡
3.900%, 03/15/26
5 year CMT + 3.45%

1,045,771

 

XHR, LP*

1,255,000

6.375%, 08/15/25

1,235,573

596,000

4.875%, 06/01/29

519,259

 

89,650,764

 

Health Care (1.3%) 

 

Bausch Health Companies, Inc.*

2,370,000

11.000%, 09/30/28

1,853,482

469,000

14.000%, 10/15/30

269,229

447,000

6.125%, 02/01/27

295,489

590,000

Charles River Laboratories International, Inc.*
3.750%, 03/15/29

511,147

 

CHS/Community Health Systems, Inc.*

2,392,000

6.125%, 04/01/30

982,753

1,325,000

8.000%, 03/15/26

1,143,541

663,000

6.875%, 04/15/29

278,778

149,000

5.250%, 05/15/30

103,418

 

DaVita, Inc.*

2,381,000

4.625%, 06/01/30

1,859,037

1,395,000

3.750%, 02/15/31

1,013,496

 

Embecta Corp.*

894,000

5.000%, 02/15/30

768,196

298,000

6.750%, 02/15/30

272,870

 

Encompass Health Corp.

600,000

4.750%, 02/01/30

512,016

600,000

4.500%, 02/01/28

537,054

1,369,000

HCA, Inc.
7.500%, 11/06/33

1,396,763

350,000

Jazz Securities DAC*
4.375%, 01/15/29

310,769

488,000

Mallinckrodt International Finance, SA /
Mallinckrodt CB, LLC*
10.000%, 06/15/29

276,232

 

Medline Borrower, LP*

1,484,000

5.250%, 10/01/29^

1,157,921

1,480,000

3.875%, 04/01/29

1,210,995

 

Organon & Company /
Organon Foreign Debt Co-Issuer, BV*

2,200,000

5.125%, 04/30/31

1,869,824

500,000

4.125%, 04/30/28

440,755

1,251,000

Team Health Holdings, Inc.*^
6.375%, 02/01/25

950,798

 

Tenet Healthcare Corp.

2,710,000

6.250%, 02/01/27*

2,606,288

1,575,000

6.875%, 11/15/31

1,341,664

1,520,000

4.875%, 01/01/26*

1,438,832


Schedule of Investments October 31, 2022

36   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

See accompanying Notes to Schedule of Investments

PRINCIPAL
AMOUNT

 

 

 

VALUE

 

Teva Pharmaceutical Finance Netherlands III, BV

2,380,000

6.000%, 04/15/24

$

2,360,746

1,100,000

4.750%, 05/09/27

972,906

550,000

7.125%, 01/31/25

545,793

535,000

3.150%, 10/01/26

452,508

 

27,733,300

 

Industrials (2.7%) 

1,355,000

ACCO Brands Corp.*
4.250%, 03/15/29

1,077,510

1,535,000

AerCap Holdings, NV^‡
5.875%, 10/10/79
5 year CMT + 4.54%

1,381,776

 

Air Lease Corp.‡

1,520,000

4.125%, 12/15/26
5 year CMT + 3.15%

1,006,377

190,000

4.650%, 06/15/26
5 year CMT + 4.08%

158,285

 

Albertsons Companies, Inc. /
Safeway, Inc. /
New Albertsons, LP /
Albertsons, LLC*

1,925,000

4.625%, 01/15/27

1,788,806

900,000

5.875%, 02/15/28

848,124

591,000

3.500%, 03/15/29

489,703

1,370,000

Allegiant Travel Company*
7.250%, 08/15/27

1,292,006

 

Allison Transmission, Inc.*

573,000

4.750%, 10/01/27

529,028

295,000

3.750%, 01/30/31

236,847

295,000

American Airlines Group, Inc.*^
3.750%, 03/01/25

260,261

670,000

Arcosa, Inc.*
4.375%, 04/15/29

580,970

3,100,000

ARD Finance, SA*
6.500%, 06/30/27
7.250% PIK rate

2,228,156

 

Avolon Holdings Funding, Ltd.*µ

600,000

5.250%, 05/15/24

581,640

490,000

5.500%, 01/15/26

451,065

937,000

Beacon Roofing Supply, Inc.*
4.125%, 05/15/29

776,520

1,191,000

BWX Technologies, Inc.*
4.125%, 04/15/29

1,032,144

600,000

Cascades, Inc. /
Cascades USA, Inc.*
5.375%, 01/15/28

514,020

297,000

Delta Air Lines, Inc.^
7.375%, 01/15/26

303,977

295,000

Delta Air Lines, Inc. /
SkyMiles IP, Ltd.*
4.750%, 10/20/28

274,444

1,565,000

Deluxe Corp.*
8.000%, 06/01/29

1,311,204

PRINCIPAL
AMOUNT

 

 

 

VALUE

596,000

Dun & Bradstreet Corp.*^
5.000%, 12/15/29

$

505,992

894,000

Eco Material Technologies, Inc.*
7.875%, 01/31/27

837,472

1,472,000

Endurance International Group Holdings, Inc.*
6.000%, 02/15/29

959,450

575,000

EnerSys*
4.375%, 12/15/27

504,758

1,355,000

Fly Leasing, Ltd.*
7.000%, 10/15/24

1,073,011

591,000

GFL Environmental, Inc.*
3.750%, 08/01/25

559,056

673,000

Graham Packaging Company, Inc.*
7.125%, 08/15/28

553,926

600,000

Granite US Holdings Corp.*
11.000%, 10/01/27

561,732

 

Graphic Packaging International, LLC*

750,000

4.750%, 07/15/27

693,263

551,000

3.500%, 03/01/29

468,818

1,303,000

Great Lakes Dredge & Dock Corp.*
5.250%, 06/01/29

1,028,197

2,775,000

H&E Equipment Services, Inc.*
3.875%, 12/15/28

2,349,537

1,792,000

Hawaiian Brand Intellectual Property, Ltd. /
HawaiianMiles Loyalty, Ltd.*
5.750%, 01/20/26

1,656,166

1,500,000

Herc Holdings, Inc.*
5.500%, 07/15/27

1,421,070

1,375,000

Howmet Aerospace, Inc.
5.125%, 10/01/24

1,359,806

1,385,000

IEA Energy Services, LLC*
6.625%, 08/15/29

1,337,647

1,450,000

JELD-WEN, Inc.*
4.625%, 12/15/25

1,207,618

1,940,000

Ken Garff Automotive, LLC*
4.875%, 09/15/28

1,626,903

598,000

MasTec, Inc.*
4.500%, 08/15/28

529,224

722,000

Moog, Inc.*
4.250%, 12/15/27

647,352

1,140,000

Novelis Corp.*
4.750%, 01/30/30

970,664

450,000

OI European Group, BV*
4.750%, 02/15/30

382,793

1,375,000

Pactiv Evergreen Group Issuer, Inc. /
Pactiv Evergreen Group Issuer, LLC*
4.000%, 10/15/27

1,218,594

1,783,000

Patrick Industries, Inc.*
4.750%, 05/01/29

1,357,862


Schedule of Investments October 31, 2022

See accompanying Notes to Schedule of Investments

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT  37

PRINCIPAL
AMOUNT

 

 

 

VALUE

1,445,000

Peninsula Pacific Entertainment, LLC /
Peninsula Pacific Entertainment Finan
ce, Inc.*
8.500%, 11/15/27

$

1,553,751

 

QVC, Inc.

709,000

4.375%, 09/01/28

514,741

600,000

5.450%, 08/15/34^

378,300

650,000

Sensata Technologies, BV*
4.000%, 04/15/29

547,729

593,000

Sensata Technologies, Inc.*
3.750%, 02/15/31

472,597

 

Sinclair Television Group, Inc.*

891,000

4.125%, 12/01/30

689,679

600,000

5.500%, 03/01/30^

450,384

1,165,000

Standard Industries, Inc.*
5.000%, 02/15/27

1,065,940

100,000

Stanley Black & Decker, Inc.‡
4.000%, 03/15/60
5 year CMT + 2.66%

83,218

957,000

Stericycle, Inc.*
3.875%, 01/15/29

831,920

879,000

STL Holding Company, LLC*
7.500%, 02/15/26

766,312

1,200,000

TransDigm UK Holdings, PLC
6.875%, 05/15/26

1,173,288

 

TransDigm, Inc.

1,539,000

6.250%, 03/15/26*

1,518,962

875,000

7.500%, 03/15/27

865,104

890,000

Tronox, Inc.*
4.625%, 03/15/29

691,361

1,191,000

Vertiv Group Corp.*
4.125%, 11/15/28

1,037,063

1,251,000

Wabash National Corp.*
4.500%, 10/15/28

1,056,019

1,050,000

Waste Pro USA, Inc.*
5.500%, 02/15/26

972,521

 

WESCO Distribution, Inc.*

563,000

7.125%, 06/15/25

569,294

283,000

7.250%, 06/15/28

287,525

1,256,000

Williams Scotsman International, Inc.*
6.125%, 06/15/25

1,254,443

 

57,713,925

 

Information Technology (0.8%) 

596,000

Booz Allen Hamilton, Inc.*
4.000%, 07/01/29

522,424

692,000

Coherent Corp.*
5.000%, 12/15/29

594,040

1,201,000

CommScope Technologies, LLC*
6.000%, 06/15/25

1,132,087

1,100,000

CommScope, Inc.*
4.750%, 09/01/29

931,931

PRINCIPAL
AMOUNT

 

 

 

VALUE

 

Dell International, LLC /
EMC Corp.µ

1,405,000

6.020%, 06/15/26

$

1,403,750

646,000

6.100%, 07/15/27

647,654

586,000

Fair Isaac Corp.*
4.000%, 06/15/28

530,435

1,315,000

KBR, Inc.*
4.750%, 09/30/28

1,154,307

 

MPH Acquisition Holdings, LLC*

1,300,000

5.750%, 11/01/28

1,006,252

595,000

5.500%, 09/01/28

516,877

589,000

NCR Corp.*
5.125%, 04/15/29

494,548

886,000

ON Semiconductor Corp.*
3.875%, 09/01/28

781,815

 

Open Text Corp.*

855,000

3.875%, 02/15/28

734,599

447,000

3.875%, 12/01/29

354,770

447,000

Open Text Holdings, Inc.*
4.125%, 12/01/31

338,075

590,000

Playtika Holding Corp.*
4.250%, 03/15/29

491,895

784,000

PTC, Inc.*
4.000%, 02/15/28

715,863

1,645,000

TTM Technologies, Inc.*
4.000%, 03/01/29

1,391,094

 

Twilio, Inc.

830,000

3.625%, 03/15/29

685,920

298,000

3.875%, 03/15/31^

243,284

1,475,000

Viavi Solutions, Inc.*
3.750%, 10/01/29

1,226,610

1,355,000

ZoomInfo Technologies, LLC /
ZoomInfo Finance Corp.*
3.875%, 02/01/29

1,141,994

 

17,040,224

 

Materials (0.8%) 

800,000

Alcoa Nederland Holding, BV*
4.125%, 03/31/29

682,728

623,000

ArcelorMittal, SA
7.000%, 10/15/39

590,280

600,000

ATI, Inc.
5.875%, 12/01/27

548,982

295,000

Carpenter Technology Corp.
7.625%, 03/15/30

288,466

895,000

Chemours Company*
4.625%, 11/15/29

698,369

1,880,000

Clearwater Paper Corp.*
4.750%, 08/15/28

1,651,373

 

Commercial Metals Company

596,000

4.125%, 01/15/30

505,551

298,000

4.375%, 03/15/32

243,916

1,375,000

Constellium, SE*^
3.750%, 04/15/29

1,079,499


Schedule of Investments October 31, 2022

38   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

See accompanying Notes to Schedule of Investments

PRINCIPAL
AMOUNT

 

 

 

VALUE

570,000

Freeport-McMoRan, Inc. - Class H
5.450%, 03/15/43

$

473,431

886,000

HB Fuller Company
4.250%, 10/15/28

773,026

900,000

JW Aluminum Continuous Cast Company*
10.250%, 06/01/26

918,000

 

Kaiser Aluminum Corp.*

1,350,000

4.625%, 03/01/28

1,182,046

149,000

4.500%, 06/01/31

117,135

842,000

LSF11 A5 HoldCo, LLC*^
6.625%, 10/15/29

663,723

1,257,000

Mercer International, Inc.
5.125%, 02/01/29

1,048,753

1,051,000

OCI, NV*µ
4.625%, 10/15/25

983,116

1,787,000

Owens-Brockway Glass Container, Inc.*^
6.625%, 05/13/27

1,719,594

800,000

SCIL IV, LLC /
SCIL USA Holdings, LLC*
5.375%, 11/01/26

640,072

298,000

Sealed Air Corp.*^
5.000%, 04/15/29

272,441

1,328,000

Silgan Holdings, Inc.
4.125%, 02/01/28

1,217,497

589,000

Trinseo Materials Operating SCA /
Trinseo Materials Finance, Inc.*
5.125%, 04/01/29

336,401

906,000

Univar Solutions USA, Inc.*
5.125%, 12/01/27

839,681

 

17,474,080

 

Other (0.1%) 

1,334,999

1375209 BC, Ltd.*
9.000%, 01/30/28

1,302,332

150,000

CNX Resources Corp.*
7.375%, 01/15/31

149,122

 

NortonLifeLock, Inc.*

625,000

7.125%, 09/30/30

617,500

625,000

6.750%, 09/30/27

617,075

 

2,686,029

 

Real Estate (0.2%) 

953,000

EPR Properties
3.750%, 08/15/29

705,163

 

Forestar Group, Inc.*

862,000

5.000%, 03/01/28

717,839

630,000

3.850%, 05/15/26

542,468

1,341,000

MIWD Holdco II, LLC /
MIWD Finance Corp.*
5.500%, 02/01/30

1,047,737

PRINCIPAL
AMOUNT

 

 

 

VALUE

 

Service Properties Trust

1,500,000

4.350%, 10/01/24

$

1,379,580

550,000

5.250%, 02/15/26

476,404

 

4,869,191

 

Special Purpose Acquisition Companies (0.1%) 

 

Fertitta Entertainment, LLC /
Fertitta Entertainment Finance Company, Inc.*

1,195,000

6.750%, 01/15/30

939,473

596,000

4.625%, 01/15/29

518,681

 

1,458,154

 

Utilities (0.2%) 

340,000

Algonquin Power & Utilities Corp.‡
4.750%, 01/18/82
5 year CMT + 3.25%

274,203

65,000

CenterPoint Energy, Inc.^‡
6.125%, 09/01/23
3 mo. LIBOR + 3.27%

61,316

150,000

CMS Energy Corp.‡
4.750%, 06/01/50
5 year CMT + 4.12%

124,549

 

Dominion Energy, Inc.‡

250,000

4.650%, 12/15/24
5 year CMT + 2.99%

218,630

133,000

4.350%, 01/15/27
5 year CMT + 3.20%

111,111

 

Duke Energy Corp.‡

330,000

4.875%, 09/16/24
5 year CMT + 3.39%

296,340

132,000

3.250%, 01/15/82
5 year CMT + 2.32%

93,397

280,000

NextEra Energy Capital Holdings, Inc.‡
3.800%, 03/15/82
5 year CMT + 2.55%

214,304

458,000

PPL Capital Funding, Inc.‡
6.339%, 03/30/67
3 mo. LIBOR + 2.67%

388,746

 

Sempra Energy‡

125,000

4.875%, 10/15/25
5 year CMT + 4.55%

114,090

85,000

4.125%, 04/01/52
5 year CMT + 2.87%

65,050

 

Southern Company‡

247,000

4.000%, 01/15/51
5 year CMT + 3.73%

215,391

95,000

3.750%, 09/15/51
5 year CMT + 2.92%

75,151

1,500,000

TerraForm Power Operating, LLC*
5.000%, 01/31/28

1,406,775

 

Vistra Corp.*‡

695,000

8.000%, 10/15/26
5 year CMT + 6.93%

661,146


Schedule of Investments October 31, 2022

See accompanying Notes to Schedule of Investments

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT  39

PRINCIPAL
AMOUNT

 

 

 

VALUE

625,000

7.000%, 12/15/26
5 year CMT + 5.74%

$

556,719

 

4,876,918

 

Total Corporate Bonds
(Cost $467,168,282)

403,104,901

 

Convertible Bonds (20.1%)  

Communication Services (1.8%) 

2,680,000

Liberty Media Corp.*
0.500%, 12/01/50

2,870,762

8,895,000

Liberty Media Corp. /
Liberty Formula One*
2.250%, 08/15/27

8,241,218

17,095,000

Live Nation Entertainment, Inc.
2.000%, 02/15/25

17,674,520

3,000,000

Match Group Financeco 2, Inc.*~
0.875%, 06/15/26

2,622,270

2,500,000

Match Group Financeco 3, Inc.*
2.000%, 01/15/30

2,145,675

4,330,000

Twitter, Inc.
0.250%, 06/15/24

4,856,961

 

38,411,406

 

Consumer Discretionary (4.7%) 

29,795,000

Airbnb, Inc.
0.000%, 03/15/26

24,948,545

5,595,000

Booking Holdings, Inc.^
0.750%, 05/01/25

7,253,302

 

DISH Network Corp.

13,435,000

3.375%, 08/15/26

9,311,664

5,295,000

0.000%, 12/15/25

3,592,075

1,779,000

2.375%, 03/15/24

1,623,337

29,915,000

Ford Motor Company
0.000%, 03/15/26

30,237,185

3,140,000

Liberty Broadband Corp.*
2.750%, 09/30/50

3,037,887

7,670,000

Marriott Vacations Worldwide Corp.
0.000%, 01/15/26

7,840,044

450,000

Peloton Interactive, Inc.
0.000%, 02/15/26

323,888

400,000

Tesla, Inc.
2.000%, 05/15/24

4,398,680

9,760,000

Vail Resorts, Inc.^
0.000%, 01/01/26

8,709,336

 

101,275,943

 

Energy (1.1%) 

3,190,000

EQT Corp.
1.750%, 05/01/26

9,094,403

6,615,000

Northern Oil And Gas, Inc.*
3.625%, 04/15/29

7,429,836

3,175,000

Pioneer Natural Resources Company
0.250%, 05/15/25

8,170,513

 

24,694,752

PRINCIPAL
AMOUNT

 

 

 

VALUE

 

Financials (0.2%) 

3,000,000

Ares Capital Corp.
4.625%, 03/01/24

$3,225,810

 

Health Care (3.7%) 

8,820,000

Alnylam Pharmaceuticals, Inc.*
1.000%, 09/15/27

8,864,718

4,640,000

CONMED Corp.*
2.250%, 06/15/27

4,058,144

16,530,000

Dexcom, Inc.^
0.250%, 11/15/25

18,207,795

3,673,000

Envista Holdings Corp.
2.375%, 06/01/25

6,099,714

4,435,000

Halozyme Therapeutics, Inc.*
1.000%, 08/15/28

4,684,735

3,960,000

Integra LifeSciences Holdings Corp.
0.500%, 08/15/25

3,689,492

15,740,000

Jazz Investments I, Ltd.
2.000%, 06/15/26

17,713,481

4,680,000

Omnicell, Inc.
0.250%, 09/15/25

4,685,054

7,755,000

Pacira BioSciences, Inc.
0.750%, 08/01/25

7,552,905

5,460,000

Tandem Diabetes Care, Inc.*
1.500%, 05/01/25

5,140,208

 

80,696,246

 

Industrials (2.6%) 

4,600,000

Air Transport Services Group, Inc.
1.125%, 10/15/24

4,983,456

1,015,000

Chart Industries, Inc.*
1.000%, 11/15/24

3,852,524

13,520,000

John Bean Technologies Corp.
0.250%, 05/15/26

11,539,185

8,240,000

Middleby Corp.
1.000%, 09/01/25

9,984,820

11,400,000

Southwest Airlines Company^
1.250%, 05/01/25

14,126,538

14,800,000

Uber Technologies, Inc.µ
0.000%, 12/15/25

12,237,232

 

56,723,755

 

Information Technology (5.1%) 

4,230,000

Akamai Technologies, Inc.
0.375%, 09/01/27

4,192,734

 

Bill.com Holdings, Inc.

7,838,000

0.000%, 04/01/27^

6,212,869

3,535,000

0.000%, 12/01/25

3,933,430

11,905,000

CyberArk Software, Ltd.
0.000%, 11/15/24

13,958,493

2,015,000

Datadog, Inc.
0.125%, 06/15/25

2,300,929


Schedule of Investments October 31, 2022

40   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

See accompanying Notes to Schedule of Investments

PRINCIPAL
AMOUNT

 

 

 

VALUE

 

Enphase Energy, Inc.

12,325,000

0.000%, 03/01/28

$

15,875,832

7,055,000

0.000%, 03/01/26

8,666,433

13,000,000

Microchip Technology, Inc.
0.125%, 11/15/24

13,143,910

2,735,000

Nova, Ltd.
0.000%, 10/15/25

3,121,483

13,070,000

ON Semiconductor Corp.
0.000%, 05/01/27

17,282,330

3,520,000

Palo Alto Networks, Inc.
0.375%, 06/01/25

6,206,957

5,495,000

Perficient, Inc.*
0.125%, 11/15/26

4,148,725

900,000

Shift4 Payments, Inc.^
0.500%, 08/01/27

696,465

3,524,000

Silicon Laboratories, Inc.
0.625%, 06/15/25

3,997,308

5,850,000

Tyler Technologies, Inc.
0.250%, 03/15/26

5,530,707

 

109,268,605

 

Materials (0.3%) 

3,525,000

Lithium Americas Corp.*
1.750%, 01/15/27

3,060,828

3,060,000

MP Materials Corp.*
0.250%, 04/01/26

2,930,929

 

5,991,757

 

Other (0.0%) 

590,000

Multiplan Corp.*
6.000%, 10/15/27

410,540

 

Real Estate (0.6%) 

15,115,000

Pebblebrook Hotel Trust
1.750%, 12/15/26

13,405,645

 

Total Convertible Bonds
(Cost $432,920,836)

434,104,459

Bank Loans (2.1%) ¡ 

Airlines (0.2%) 

990,000

American Airlines, Inc.‡
8.993%, 04/20/28
3 mo. LIBOR + 4.75%

982,045

1,159,000

Mileage Plus Holdings, LLC‡
8.777%, 06/21/27
3 mo. LIBOR + 5.25%

1,185,558

1,477,500

United Airlines, Inc.‡
8.108%, 04/21/28
3 mo. LIBOR + 3.75%

1,446,207

 

3,613,810

 

Communication Services (0.2%) 

1,523,813

Clear Channel Outdoor Holdings, Inc.‡
7.915%, 08/21/26
3 mo. LIBOR + 3.50%

1,399,828

PRINCIPAL
AMOUNT

 

 

 

VALUE

3,938

Clear Channel Outdoor Holdings, Inc.‡
7.254%, 08/21/26
1 mo. LIBOR + 3.50%

$

3,617

1,731,211

DIRECTV Financing, LLC‡
8.754%, 08/02/27
1 mo. LIBOR + 5.00%

1,654,172

1,755,000

Entercom Media Corp.‡
6.132%, 11/18/24
1 mo. LIBOR + 2.50%

1,359,713

364,105

Nexstar Broadcasting, Inc.‡
6.254%, 09/18/26
1 mo. LIBOR + 2.50%

361,221

603,488

Univision Communications, Inc.‡
7.790%, 06/24/29
3 mo. SOFR + 4.25%

592,926

 

5,371,477

 

Consumer Discretionary (0.5%) 

402,390

Life Time Fitness, Inc.‡
7.820%, 12/16/24
3 mo. LIBOR + 4.75%

397,720

623,438

Peloton Interactive, Inc.‡
8.346%, 05/25/27
3 mo. LIBOR + 6.50%

606,293

610,470

Penn National Gaming, Inc.‡
6.579%, 05/03/29
1 mo. SOFR + 2.75%

602,613

2,068,500

Petco Health and Wellness Company, Inc.‡
6.924%, 03/03/28
3 mo. LIBOR + 3.25%

1,988,822

2,978,859

PetSmart, Inc.‡
7.500%, 02/11/28
1 mo. LIBOR + 3.75%

2,873,989

1,300,000

SkyMiles IP, Ltd.‡
7.993%, 10/20/27
3 mo. LIBOR + 3.75%

1,313,819

1,361,538

TKC Holdings, Inc.‡
9.180%, 05/15/28
3 mo. LIBOR + 5.50%

1,163,094

1,975,050

WW International, Inc.‡
7.260%, 04/13/28
1 mo. LIBOR + 3.50%

1,286,251

 

10,232,601

 

Financials (0.1%) 

2,182,278

Jazz Financing Lux Sarl‡
7.254%, 05/05/28
1 mo. LIBOR + 3.50%

2,159,954

 

Health Care (0.3%) 

1,060,117

Amneal Pharmaceuticals, LLC‡
7.313%, 05/04/25
1 mo. LIBOR + 3.50%

909,622


Schedule of Investments October 31, 2022

See accompanying Notes to Schedule of Investments

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT  41

PRINCIPAL
AMOUNT

 

 

 

VALUE

1,036,163

Amneal Pharmaceuticals, LLC‡
7.313%, 05/04/25
1 mo. LIBOR + 3.50%

$

889,069

296,250

Bausch Health Companies, Inc.‡
8.624%, 02/01/27
1 mo. SOFR + 5.25%

222,614

814,558

Icon Luxembourg Sarl‡
5.938%, 07/03/28
3 mo. LIBOR + 2.25%

807,586

1,139,583

Mallinckrodt International Finance, SA‡
8.733%, 09/30/27
3 mo. LIBOR + 5.25%

932,857

1,261,176

Padagis, LLC‡
8.491%, 07/06/28
3 mo. LIBOR + 4.75%

1,075,153

202,948

PRA Health Sciences, Inc.‡
5.938%, 07/03/28
3 mo. LIBOR + 2.25%

201,211

2,919,809

Team Health Holdings, Inc.‡
8.979%, 03/02/27
1 mo. SOFR + 5.25%

2,445,340

 

7,483,452

 

Industrials (0.2%) 

445,500

ACProducts, Inc.‡
7.127%, 05/17/28
6 mo. LIBOR + 4.25%

314,262

147,000

ACProducts, Inc.‡
7.924%, 05/17/28
3 mo. LIBOR + 4.25%

103,696

743,138

Air Canada‡
6.421%, 08/11/28
3 mo. LIBOR + 3.50%

726,960

1,176,327

Dun & Bradstreet Corp.‡
6.846%, 02/06/26
1 mo. LIBOR + 3.25%

1,160,152

1,038,279

Granite Holdings US Acquisition Company‡
7.688%, 09/30/26
3 mo. LIBOR + 4.00%

1,015,572

1,396,500

Scientific Games International, Inc.‡
6.402%, 04/14/29
1 mo. SOFR + 3.00%

1,381,083

 

4,701,725

 

Information Technology (0.2%) 

1,190,598

Banff Merger Sub, Inc.‡
7.504%, 10/02/25
1 mo. LIBOR + 3.75%

1,147,093

1,053,990

Camelot U.S. Acquisition 1 Company‡
6.754%, 10/30/26
1 mo. LIBOR + 3.00%

1,038,401

416,679

Camelot U.S. Acquisition 1 Company‡
6.754%, 10/30/26
1 mo. LIBOR + 3.00%

410,777

PRINCIPAL
AMOUNT

 

 

 

VALUE

300,000

Central Parent, Inc.‡
8.112%, 07/06/29
3 mo. SOFR + 4.50%

$

294,375

1,200,000

II-VI, Inc.‡
5.878%, 07/02/29
1 mo. LIBOR + 2.75%

1,171,500

1,650,000

VFH Parent, LLC‡
6.567%, 01/13/29
1 mo. SOFR + 3.00%

1,620,432

 

5,682,578

 

Materials (0.1%) 

858,000

Innophos, Inc.‡
7.004%, 02/05/27
1 mo. LIBOR + 3.50%

833,332

597,000

LSF11 A5 HoldCo, LLC‡
7.343%, 10/15/28
1 mo. SOFR + 3.50%

569,389

 

1,402,721

 

Other (0.1%) 

1,485,000

ChampionX Corp.‡
6.618%, 06/07/29
1 mo. SOFR + 3.25%

1,486,485

 

Special Purpose Acquisition Companies (0.2%) 

1,075,000

AP Core Holdings II, LLC‡
9.254%, 09/01/27
1 mo. LIBOR + 5.50%

982,727

593,513

Clydesdale Acquisition Holdings, Inc.‡
8.004%, 04/13/29
1 mo. SOFR + 4.18%

572,647

298,500

Fertitta Entertainment, LLC‡
7.729%, 01/27/29
1 mo. SOFR + 4.00%

280,814

1,275,000

Oscar AcquisitionCo, LLC‡
8.153%, 04/29/29
3 mo. SOFR + 4.50%

1,161,264

1,200,000

Patagonia Holdco LLC‡
8.386%, 08/01/29
3 mo. SOFR + 5.75%

966,000

 

3,963,452

 

Total Bank Loans
(Cost $49,398,469)

46,098,255

 

U.S. Government and Agency Securities (3.0%)  

 

United States Treasury Note

36,945,000

2.250%, 03/31/24

35,736,350

30,400,000

2.500%, 05/31/24µ

29,418,531

 

TOTAL U.S. GOVERNMENT AND AGENCY SECURITIES
(Cost $67,241,517)

65,154,881


Schedule of Investments October 31, 2022

42   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

See accompanying Notes to Schedule of Investments

NUMBER OF
SHARES

 

 

 

VALUE

Convertible Preferred Stocks (8.1%)  

Communication Services (1.9%) 

31,975

T-Mobile Exchangeable Trust*
5.250%, 06/01/23

$

39,803,439

3,700

United States Cellular Corp.µ
5.500%, 06/01/70

63,270

 

39,866,709

 

Consumer Discretionary (0.6%) 

127,510

Aptiv, PLC
5.500%, 06/15/23

13,628,269

 

Energy (0.0%) 

28

Gulfport Energy Corp.
10.000%, 12/01/22
15.000% PIK rate

175,420

 

Financials (0.7%) 

80,250

AMG Capital Trust II
5.150%, 10/15/37

3,909,138

1,450

Bank OZKµ
4.625%, 11/15/26

24,070

5,542

KeyCorp
6.200%, 12/15/27
5 year CMT + 3.13%

135,114

191,800

KKR & Company, Inc.
6.000%, 09/15/23

11,646,096

11,100

Reinsurance Group of America, Inc.
7.125%, 10/15/52
5 year CMT + 3.46%

281,163

1,400

RenaissanceRe Holdings, Ltd.
4.200%, 07/15/26

23,338

 

16,018,919

 

Health Care (0.4%) 

85,355

Boston Scientific Corp.
5.500%, 06/01/23

9,392,464

 

Utilities (4.5%) 

209,525

AES Corp.^
6.875%, 02/15/24

20,640,308

586,575

American Electric Power Company, Inc.^
6.125%, 08/15/23

29,164,509

84,885

CenterPoint Energy, Inc. (Warner Media, LLC, Charter Communications Time, Inc.)§****
3.369%, 09/15/29

3,326,134

505,555

DTE Energy Company
6.250%, 11/01/22

25,970,360

 

NextEra Energy, Inc.

262,050

6.926%, 09/01/25

12,185,325

NUMBER OF
SHARES

 

 

 

VALUE

94,060

6.219%, 09/01/23

$

4,538,395

 

95,825,031

 

Total Convertible Preferred Stocks
(Cost $172,217,819)

174,906,812

 

Common Stocks (92.1%)  

Communication Services (6.7%) 

693,400

Alphabet, Inc. - Class A^#

65,533,234

199,700

Alphabet, Inc. - Class C#

18,903,602

25,095

Altice USA, Inc. - Class A#

165,878

264,885

AT&T, Inc.

4,828,853

411,425

Comcast Corp. - Class A

13,058,629

8,434

Cumulus Media, Inc. - Class A#

62,159

2

Frontier Communications Parent, Inc.#

47

164,485

Meta Platforms, Inc. - Class A^~#

15,323,423

32,360

Netflix, Inc.#

9,445,237

205,085

 EUR 

Orange, SA

1,954,032

149,335

Walt Disney Company^#

15,910,151

 

145,185,245

 

Consumer Discretionary (9.7%) 

652,300

Amazon.com, Inc.^#

66,821,612

4,520

Booking Holdings, Inc.#

8,450,050

59,260

Carnival Corp.^#

536,896

243,463

General Motors Company#

9,555,923

52,240

Home Depot, Inc.

15,469,831

41,620

Lowe’s Companies, Inc.^

8,113,819

62,500

McDonald’s Corp.^

17,041,250

245,080

MGM Resorts International

8,717,496

162,800

NIKE, Inc. - Class B

15,088,304

77,770

Starbucks Corp.^

6,734,104

156,295

Tesla, Inc.#

35,563,364

71,950

TJX Companies, Inc.

5,187,595

27,180

Ulta Beauty, Inc.#

11,398,476

 

208,678,720

 

Consumer Staples (7.5%) 

58,750

Altria Group, Inc.

2,718,362

459,960

Coca-Cola Company^

27,528,606

31,575

Costco Wholesale Corp.^

15,834,862

36,265

Estee Lauder Companies, Inc. - Class A

7,270,770

250,885

Mondelez International, Inc. - Class A

15,424,410

74,555

Monster Beverage Corp.#

6,987,295

112,795

PepsiCo, Inc.^

20,481,316

179,035

Philip Morris International, Inc.^

16,444,365

203,745

Procter & Gamble Company^~

27,438,339

52,650

Walgreens Boots Alliance, Inc.

1,921,725

130,790

Walmart, Inc.

18,615,341

 

160,665,391


Schedule of Investments October 31, 2022

See accompanying Notes to Schedule of Investments

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT  43

NUMBER OF
SHARES

 

 

 

VALUE

 

Energy (6.8%) 

475,000

BP, PLC

$

15,808,000

11,045

Canvas Energy, Inc. - Class A

635,088

3,550

Chesapeake Energy Corp.

363,059

162,210

Chevron Corp.^

29,343,789

86,435

ConocoPhillips

10,898,589

82,935

Energy Transfer, LP

1,059,080

49,155

Enterprise Products Partners, LP

1,241,164

7,920

EP Energy Corp.

71,280

355,670

Exxon Mobil Corp.^

39,411,793

70,690

Hess Corp.

9,972,945

15,860

Magellan Midstream Partners, LP

855,647

100,220

Marathon Petroleum Corp.

11,386,996

178,725

Schlumberger, NV

9,299,062

17,747

Superior Energy Services, Inc.

1,197,922

124,615

Sysco Corp.

10,786,674

33,540

Valero Energy Corp.

4,210,947

10,000

Williams Companies, Inc.

327,300

 

146,869,335

 

Financials (10.9%) 

35,430

Affiliated Managers Group, Inc.

4,398,989

59,230

American Express Company

8,792,693

346,890

American International Group, Inc.^

19,772,730

29,983

Assurant, Inc.

4,073,490

663,370

Bank of America Corp.^~

23,907,855

71,870

Bank of New York Mellon Corp.

3,026,446

10,715

BlackRock, Inc.^

6,920,926

85,840

Charles Schwab Corp.^

6,838,873

76,155

Chubb, Ltd.

16,364,948

231,670

Citigroup, Inc.^

10,624,386

100,000

Discover Financial Services

10,446,000

27,300

Goldman Sachs Group, Inc.^

9,405,123

447,110

Huntington Bancshares, Inc.^

6,787,130

248,770

JPMorgan Chase & Company^

31,315,167

502,205

KeyCorp^

8,974,403

99,675

Marsh & McLennan Companies, Inc.

16,096,516

247,340

Morgan Stanley^

20,323,928

43,760

Northern Trust Corp.^

3,691,156

157,631

Starwood Property Trust, Inc.^

3,256,656

411,130

Wells Fargo & Company^

18,907,869

 

233,925,284

 

Health Care (15.3%) 

220,665

Abbott Laboratories^~

21,832,595

118,475

AbbVie, Inc.^

17,344,740

124,060

Alcon, Inc.

7,527,961

290,285

Bristol-Myers Squibb Company

22,488,379

26,830

CVS Health Corp.

2,540,801

NUMBER OF
SHARES

 

 

 

VALUE

73,270

Danaher Corp.^

$

18,439,861

23,435

Elevance Health, Inc.

12,813,555

105,650

Eli Lilly & Company^

38,254,808

118,660

Gilead Sciences, Inc.

9,310,064

36,675

Humana, Inc.

20,467,584

251,335

Johnson & Johnson^

43,724,750

17,140

Mallinckrodt, PLC#

259,842

122,460

Medtronic, PLC

10,695,656

219,485

Merck & Company, Inc.

22,211,882

314,685

Pfizer, Inc.

14,648,587

21,460

Thermo Fisher Scientific, Inc.^

11,029,796

101,700

UnitedHealth Group, Inc.^~

56,458,755

 

330,049,616

 

Industrials (6.1%) 

912,420

CSX Corp.^

26,514,925

104,568

General Electric Company

8,136,436

104,790

Honeywell International, Inc.^

21,379,256

92,435

JB Hunt Transport Services, Inc.

15,812,855

33,665

Northrop Grumman Corp.

18,482,422

334,130

Raytheon Technologies Corp.

31,682,207

152,510

Southwest Airlines Company#

5,543,738

20,295

Stryker Corp.

4,652,426

 

132,204,265

 

Information Technology (25.3%) 

56,335

Accenture, PLC - Class A

15,993,506

21,770

Adobe, Inc.^#

6,933,745

44,250

Advanced Micro Devices, Inc.#

2,657,655

1,106,065

Apple, Inc.^~

169,604,007

106,565

Applied Materials, Inc.

9,408,624

54,444

Broadcom, Inc.

25,595,213

247,515

Cisco Systems, Inc.^

11,244,606

117,815

Fidelity National Information Services, Inc.^

9,777,467

10,330

Intuit, Inc.

4,416,075

23,050

Lam Research Corp.

9,330,179

72,315

Mastercard, Inc. - Class A

23,732,337

95,780

Micron Technology, Inc.^

5,181,698

604,990

Microsoft Corp.^~

140,436,329

1,520,000

Nokia Oyj^

6,688,000

204,580

NVIDIA Corp.^

27,612,163

81,370

Oracle Corp.

6,352,556

148,905

PayPal Holdings, Inc.^#

12,445,480

66,010

QUALCOMM, Inc.

7,766,737

86,580

salesforce, Inc.^#

14,077,042

178,525

Visa, Inc. - Class A

36,983,239

 

546,236,658


Schedule of Investments October 31, 2022

44   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

See accompanying Notes to Schedule of Investments

NUMBER OF
SHARES

 

 

 

VALUE

 

Materials (2.7%) 

214,585

Freeport-McMoRan, Inc.

$

6,800,199

102,435

Linde, PLC

30,459,047

41,000

Nucor Corp.

5,386,580

51,140

PPG Industries, Inc.

5,839,165

21,845

ServiceNow, Inc.#

9,191,065

 

57,676,056

 

Real Estate (1.0%) 

70,930

American Tower Corp.

14,695,987

238,392

Invitation Homes, Inc.

7,554,642

 

22,250,629

 

Special Purpose Acquisition Company (0.0%) 

14,021

Intelsat Emergence, SA

350,525

 

Utilities (0.1%) 

24,615

DTE Energy Company^

2,759,588

 

Total Common Stocks
(Cost $1,529,550,344)

1,986,851,312

Warrants (0.1%) # 

Energy (0.1%) 

57,470

Mcdermott International, Ltd.&
06/30/27, Strike $15.98

6

51,723

Mcdermott International, Ltd.
06/30/27, Strike $12.33

5

47,885

Tidewater, Inc.
11/14/42, Strike $0.01

1,785,631

16,676

Tidewater, Inc.
11/14/42, Strike $0.01

2

 

Total Warrants
(Cost $3,820,994)

1,785,644

 

Exchange-Traded Fund (0.0%)  

Other (0.0%) 

5,525

iShares Russell 2000 ETF^
(Cost $209,453)

168,568

Preferred Stocks (0.4%)  

Communication Services (0.0%) 

8,482

AT&T, Inc.
4.750%, 02/18/25

146,908

3,485

AT&T, Inc.
5.350%, 11/01/66

74,858

22,500

Qwest Corp.
6.500%, 09/01/56

385,875

 

607,641

 

Consumer Discretionary (0.1%) 

2,835

Ford Motor Companyµ
6.200%, 06/01/59

64,751

2,764

Ford Motor Companyµ
6.500%, 08/15/62

63,019

NUMBER OF
SHARES

 

 

 

VALUE

8,177

Guitar Center, Inc.&

$

1,018,037

605

Qurate Retail, Inc.
8.000%, 03/15/31

29,173

 

1,174,980

 

Energy (0.2%) 

12,420

Energy Transfer, LP‡
7.625%, 08/15/23
3 mo. LIBOR + 4.74%

283,921

52,665

NuStar Energy, LP‡
9.126%, 11/30/22
3 mo. LIBOR + 5.64%

1,118,605

20,834

NuStar Energy, LP‡
10.249%, 11/30/22
3 mo. LIBOR + 6.77%

482,515

55,760

NuStar Logistics, LP‡
10.813%, 01/15/43
3 mo. LIBOR + 6.73%

1,388,982

 

3,274,023

 

Financials (0.1%) 

3,400

Affiliated Managers Group, Inc.
4.750%, 09/30/60

58,106

5,970

Annaly Capital Management, Inc.‡
8.667%, 11/30/22
3 mo. LIBOR + 4.99%

143,817

3,945

Arch Capital Group, Ltd.
4.550%, 06/11/26

69,274

26,907

B Riley Financial, Inc.µ
5.250%, 08/31/28

456,612

3,000

B Riley Financial, Inc.µ
6.000%, 01/31/28

55,260

1,350

Capital One Financial Corp.µ
4.800%, 06/01/25

23,490

10,725

CNO Financial Group, Inc.µ
5.125%, 11/25/60

195,195

3,371

Cullen/Frost Bankers, Inc.µ
4.450%, 12/15/25

65,229

3,477

Ellington Financial, Inc.µ‡
6.250%, 01/30/27
5 year CMT + 4.99%

63,073

1,201

First Citizens BancShares, Inc.µ
5.625%, 01/04/27

24,092

5,475

First Republic Bank
4.000%, 08/30/26

82,180

1,943

First Republic Bankµ
4.125%, 10/30/25

29,980

4,400

Morgan Stanley
6.500%, 10/15/27

109,120

2,195

Morgan Stanley
4.250%, 01/15/27

35,735

6,915

Prospect Capital Corp.
5.350%, 07/01/26

113,060

12,387

Selective Insurance Group, Inc.
4.600%, 12/15/25

207,296


Schedule of Investments October 31, 2022

See accompanying Notes to Schedule of Investments

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT  45

NUMBER OF
SHARES

 

 

 

VALUE

3,000

Spirit Realty Capital, Inc.µ
6.000%, 11/30/22

$

64,350

6,075

W R Berkley Corp.µ
5.100%, 12/30/59

121,561

5,248

Western Alliance Bancorpµ‡
4.250%, 09/30/26
5 year CMT + 3.45%

104,960

 

2,022,390

 

Industrials (0.0%) 

4,970

QVC, Inc.
6.250%, 11/26/68

77,582

2,555

WESCO International, Inc.µ‡
10.625%, 06/22/25
5 year CMT + 10.33%

68,985

 

146,567

 

Real Estate (0.0%) 

11,275

Brookfield Property Partners, LPµ
5.750%, 03/31/25

170,591

5,000

Brookfield Property Partners, LPµ
6.375%, 09/30/24

81,500

3,625

Global Net Lease, Inc.
6.875%, 11/26/24

72,971

1,951

Necessity Retail REIT, Inc.
7.500%, 03/26/24

38,786

 

363,848

 

Utilities (0.0%) 

6,000

Brookfield Renewable Partners, LP
5.250%, 03/31/25

98,340

5,100

DTE Energy Companyµ
5.250%, 12/01/77

109,548

 

207,888

 

Total Preferred Stocks
(Cost $9,263,843)

7,797,337

NUMBER OF
CONTRACTS/
 NOTIONAL
  AMOUNT

 

 

VALUE

Purchased Options (0.2%) # 

Financials (0.0%) 

 

Berkshire Hathaway, Inc.

1,060
31,279,540

Call, 11/18/22, Strike $310.00

192,920

400
11,803,600

Call, 03/17/23, Strike $320.00

357,000

 

549,920

 

Other (0.2%) 

770
14,116,410

iShares Russell 2000 ETF
Call, 03/17/23, Strike $195.00

629,475

NUMBER OF
CONTRACTS/
 NOTIONAL
  AMOUNT

 

 

VALUE

5,560
101,931,480

iShares Russell 2000 ETF
Call, 12/16/22, Strike $200.00

$1,103,660

2,000
77,242,000

SPDR S&P 500 ETF Trust
Put, 01/20/23, Strike $360.00

1,619,000

 

3,352,135

 

Total Purchased Options
(Cost $8,801,734)

3,902,055

 

TOTAL INVESTMENTS (144.8%)
(Cost $2,740,593,291)

3,123,874,224

MANDATORY REDEEMABLE PREFERRED SHARES, AT LIQUIDATION VALUE (-15.0%)

(323,500,000)

LIABILITIES, LESS OTHER ASSETS (-29.8%)

(643,716,625)

NET ASSETS (100.0%)

$2,156,657,599

NOTES TO SCHEDULE OF INVESTMENTS

*Securities issued and sold pursuant to a Rule 144A transaction are exempted 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.

µSecurity, or portion of security, is held in a segregated account as collateral for note payable aggregating a total value of $53,883,574.

^Security, or portion of security, is on loan.

@In default status and considered non-income producing.

&Illiquid security.

Variable rate security. The rate shown is the rate in effect at October 31, 2022.

~Security, or portion of security, is segregated as collateral (or potential collateral for future transactions) for written options. The aggregate value of such securities is $7,966,210.

¡Bank loans generally are subject to mandatory and/or optional prepayment. As a result, the actual remaining maturity of bank loans may be substantially less than the stated maturities shown.

§Securities exchangeable or convertible into securities of one or more entities that are different than the issuer. Each entity is identified in the parenthetical.

**Step coupon security. Coupon changes periodically based upon a predetermined schedule. The rate shown is the rate in effect at October 31, 2022.

#Non-income producing security.

FOREIGN CURRENCY ABBREVIATION

EUREuropean Monetary Unit

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.


46   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

See accompanying Notes to Financial Statements

Statement of Assets and Liabilities October 31, 2022

ASSETS

Investments in securities, at value (cost $2,740,593,291)

$

3,123,874,224

Cash with custodian

152,703,749

Receivables:

Accrued interest and dividends

10,168,847

Investments sold

2,546,310

Fund shares sold

2,059

Prepaid expenses

1,037,331

Other assets

198,990

Total assets

3,290,531,510

 

LIABILITIES

Mandatory Redeemable Preferred Shares ($25 liquidation value per share applicable to 12,940,000 shares authorized, issued, and outstanding) (net of deferred offering costs of $1,820,419) (Note 7)

321,679,581

Payables:

Notes payable (Note 6)

800,500,000

Distributions payable to Mandatory Redeemable Preferred Shareholders

1,033,805

Investments purchased

5,862,933

Affiliates:

Investment advisory fees

2,670,240

Deferred compensation to trustees

198,989

Trustees’ fees and officer compensation

11,230

Other accounts payable and accrued liabilities

1,917,133

Total liabilities

1,133,873,911

NET ASSETS

$

2,156,657,599

 

COMPOSITION OF NET ASSETS

Common stock, no par value, unlimited shares authorized 158,887,622 shares issued and outstanding

$

1,870,177,569

Accumulated distributable earnings (loss)

286,480,030

NET ASSETS

$

2,156,657,599

Net asset value per common shares based upon 158,887,622 shares issued and outstanding

$

13.57

Statement of Operations Year Ended October 31, 2022

See accompanying Notes to Financial Statements 

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   47

INVESTMENT INCOME

Interest

$

34,249,795

(Amortization)/accretion of investment securities

(8,009,958

)

Net interest

26,239,837

Dividends

44,894,476

Total investment income

71,134,313

 

EXPENSES

Investment advisory fees

36,889,465

Interest expense and amortization of offering costs on Mandatory Redeemable Preferred Shares (Notes 1 and 7)

12,910,853

Interest expense on Notes Payable (Note 6)

11,678,734

Printing and mailing fees

295,733

Legal fees

237,233

Fund administration fees

204,862

Accounting fees

192,967

Trustees’ fees and officer compensation

152,353

Audit fees

141,967

Custodian fees

54,418

Transfer agent fees

46,805

Registration fees

40,587

Other

361,851

Total expenses

63,207,828

NET INVESTMENT INCOME (LOSS)

7,926,485

 

REALIZED AND UNREALIZED GAIN (LOSS)

Net realized gain (loss) from:

Investments, excluding purchased options

157,021,265

Purchased options

816,948

Foreign currency transactions

(563

)

Written options

1,626,396

Change in net unrealized appreciation/(depreciation) on:

Investments, excluding purchased options

(757,519,872

)

Purchased options

(12,075,705

)

Foreign currency translations

(30,035

)

Written options

(735,989

)

NET GAIN (LOSS)

(610,897,555

)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$

(602,971,070

)

Statements of Changes in Net Assets

48   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

See accompanying Notes to Financial Statements

 

Year
Ended
October 31,
2022

 

Year
Ended
October 31,
2021

 

OPERATIONS

Net investment income (loss)

$

7,926,485

$

15,900,463

Net realized gain (loss)

159,464,046

171,885,715

Change in unrealized appreciation/(depreciation)

(770,361,601

)

824,380,626

Net increase (decrease) in net assets applicable to common shareholders resulting from operations

(602,971,070

)

1,012,166,804

 

DISTRIBUTIONS TO COMMON SHAREHOLDERS

Total distributions

(194,318,141

)

(186,731,790

)

Net decrease in net assets from distributions to common shareholders

(194,318,141

)

(186,731,790

)

 

CAPITAL STOCK TRANSACTIONS

Proceeds from shares sold

18,449,081

32,833,238

Reinvestment of distributions resulting in the issuance of stock

7,034,486

9,176,188

Net increase (decrease) in net assets from capital stock transactions

25,483,567

42,009,426

TOTAL INCREASE (DECREASE) IN NET ASSETS

(771,805,644

)

867,444,440

 

NET ASSETS

Beginning of year

$

2,928,463,243

$

2,061,018,803

End of year

$

2,156,657,599

$

2,928,463,243

Statement of Cash Flows

See accompanying Notes to Financial Statements 

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   49

 

Year
Ended
October 31, 2022

 

CASH FLOWS FROM OPERATING ACTIVITIES:

Net increase/(decrease) in net assets from operations

$

(602,971,070

)

Adjustments to reconcile net increase/(decrease) in net assets from operations to net cash provided by operating activities:

Purchase of investment securities, including purchased options

(1,064,921,831

)

Proceeds paid on closing written options

(9,129,102

)

Proceeds from disposition of investment securities, including purchased options

1,263,623,720

Premiums received from written options

9,453,919

Amortization and accretion of fixed-income securities

8,009,958

Amortization of offering costs on Mandatory Redeemable Preferred Shares

601,581

Net realized gains/losses from investments, excluding purchased options

(157,021,265

)

Net realized gains/losses from purchased options

(816,948

)

Net realized gains/losses from written options

(1,626,396

)

Change in unrealized appreciation or depreciation on investments, excluding purchased options

757,519,872

Change in unrealized appreciation or depreciation on purchased options

12,075,705

Change in unrealized appreciation or depreciation on written options

735,989

Net change in assets and liabilities:

(Increase)/decrease in assets:

Accrued interest and dividends receivable

812,732

Prepaid expenses

(50,580

)

Other assets

57,562

Increase/(decrease) in liabilities:

Payables to affiliates

(794,845

)

Other accounts payable and accrued liabilities

1,141,296

Net cash provided by/(used in) operating activities

$

216,700,297

 

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from shares sold

19,379,790

Distributions to shareholders

(187,283,655

)

Increase in Distributions to Mandatory Redeemable Preferred Shareholders

19,604,247

Offering costs on Mandatory Redeemable Preferred Shares

(846,899

)

Repayment of Note payable

(79,500,000

)

Net cash provided by/(used in) financing activities

$

(228,646,517

)

Net increase/(decrease) in cash

$

(11,946,220

)

Cash and restricted cash at beginning of year

$

164,649,969

Cash at end of year

$

152,703,749

Supplemental disclosure

Cash paid for interest expense on Notes Payable

$

10,730,372

Cash paid for interest expense on Mandatory Redeemable Preferred Shares

$

12,806,606

Non-cash financing activities not included herein consists of reinvestment of dividends and distributions

$

7,034,486

 

The following table provides a reconciliation of cash and restricted cash reported within the Statement of Assets and Liabilities that sum to the total of the same such amounts shown in the Statements of Cash Flows.

 

Cash with custodian

152,703,749

Total cash and restricted cash at period end

$

152,703,749

Notes to Financial Statements

50   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

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 strategy is to provide total return through a combination of capital appreciation and current income. Under normal circumstances, the Fund will invest primarily in common and preferred stocks, convertible securities and income-producing securities such as investment grade and below investment grade (high yield/high risk) debt securities. The Fund, under normal circumstances, will invest at least 50% of its managed assets in equity securities (including securities that are convertible into equity securities). The Fund may invest up to 35% of its managed assets in securities of foreign issuers, including debt and equity securities of corporate issuers and debt securities of government issuers in developed and emerging markets. The Fund may invest up to 15% of its managed assets in securities of foreign issuers in emerging markets. “Managed assets” means the Fund’s total assets (including any assets attributable to any leverage that may be outstanding) minus total liabilities (other than debt representing financial leverage).

Significant Accounting Policies. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP), and the Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Under U.S. GAAP, management is required to make certain estimates and assumptions at the date of the financial statements and actual results may differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Fund Valuation. The Trust’s Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, have designated Calamos Advisors LLC (“Calamos Advisors”) to perform fair valuation determinations related to all Portfolio investments under the oversight of the Board. As “valuation designee” the Calamos Advisors has adopted procedures to guide the determination of the NAV on any day on which the Fund’s NAV is determined. The valuation of the Fund’s investments is in accordance with these procedures.

Fund securities that are traded on U.S. securities exchanges, except option securities, are valued at the official closing price, which is the last current reported sales price on its principal exchange at the time each 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 on its principal exchange 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 either by an independent pricing agent approved by the Board of Trustees or based on a quotation provided by the counterparty to such option under the ultimate supervision of the Board of Trustees.

Fixed income securities, bank loans, 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, bank loans, 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 in 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.

Notes to Financial Statements

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   51

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.

The Fund also may use fair value pricing, pursuant to guidelines adopted by Calamos Advisors, 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 Calamos Advisors, 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.

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. There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Fund’s net asset value (“NAV”).

Investment Transactions. Investment transactions are recorded on a trade date basis as of October 31, 2022. 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, Calamos Global Dynamic Income Fund, Calamos Dynamic Convertible and Income Fund, and Calamos Long/Short Equity & Dynamic Income Trust 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.

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 the Fund’s taxable income and net realized gains.

Dividends and distributions paid to common 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 and 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 for fixed income securities. The financial statements are not adjusted for temporary differences.

Distributions to holders of mandatory redeemable preferred shares (“MRPS”) as described in Note 7 are accrued on a daily basis and are treated as an operating expense due to the fixed term of the obligation. The distributions are shown on the Statement of Operations as Interest expense and amortization of offering costs on MRPS. For tax purposes, the distributions made to the holders of the MRPS are treated as dividends.

Notes to Financial Statements

52   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

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, with no interim additions, reductions or settlements. Tax years 2019 - 2021 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.

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

Pursuant to an investment advisory agreement with Calamos Advisors, the Fund pays an annual fee, payable monthly, equal to 1.00% based on the average weekly managed assets.

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 the “Trustees’ fees and officer compensation” expense on the Statement of Operations.

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 their 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 $198,989 is included in “Other assets” on the Statement of Assets and Liabilities at October 31, 2022. 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, 2022.

Note 3 – Investments

In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, establishing requirements to determine fair value in good faith for purposes of the 1940 Act. The rule permits fund boards to designate a fund’s investment adviser to perform fair value determinations, subject to board oversight and certain other conditions. The rule also defines when market quotations are “readily available” for purposes of the 1940 Act and requires a fund to fair value a portfolio investment when a market quotation is not readily available. The SEC also adopted new Rule 31a-4 under the 1940 Act, which sets forth recordkeeping requirements associated with fair value determinations. The compliance date for Rule 2a-5 and Rule 31a-4 was June 29, 2022. Effective June 29, 2022 and pursuant to the requirements of Rule 2a-5, the Trust’s Board of Trustees designated the Advisor as its valuation designee to perform fair value determinations and approved new Advisor Valuation Procedures for the Trust.

The cost of purchases and proceeds from sales of long-term investments for the year ended October 31, 2022 were as follows:

 

U.S. Government
Securities

 

Other

Cost of purchases 

$67,202,932

$784,973,347

Proceeds from sales

1,067,518,105

The cost basis of investments for federal income tax purposes at October 31, 2022 was as follows:

Cost basis of investments

$2,835,358,161

Gross unrealized appreciation

661,139,876

Gross unrealized depreciation

(372,623,813

)

Net unrealized appreciation (depreciation)

$288,516,063

Notes to Financial Statements

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   53

Note 4 – Income Taxes

For the fiscal year ended October 31, 2022, 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

$(1,582,049

)

Undistributed net investment income/(loss)

28,441,050

Accumulated net realized gain/(loss) on investments

(26,859,001

)

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 for the year ended October 31, 2022 were characterized for federal income tax purposes as follows:

 

Year Ended
October 31, 2022

 

Year Ended
October 31, 2021

Distributions paid from:

Ordinary income

$35,001,817

$76,590,422

Long-term capital gains

171,625,596

120,061,421

Return of capital

As of October 31, 2022, the components of accumulated earnings/(loss) on a tax basis were as follows:

Undistributed ordinary income

$

Undistributed capital gains

5,897,381

Total undistributed earnings 

5,897,381

Accumulated capital and other losses

(6,566,750

)

Net unrealized gains/(losses)

288,484,706

Total accumulated earnings/(losses)

287,815,337

Other

(1,335,307

)

Paid-in-capital

1,870,177,569

Net assets applicable to common shareholders

$2,156,657,599

Note 5 – Derivative Instruments

Foreign Currency Risk. The Fund may engage in portfolio hedging with respect to changes in currency exchange rates by entering into forward 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.

To mitigate the counterparty risk, the Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivative contract counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a counterparty that governs over-the-counter derivatives and foreign exchange contracts and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default (close-out netting), including the bankruptcy or insolvency of the counterparty. Generally, collateral is exchanged between the Fund and the counterparty and the amount of collateral due from the Fund or to a counterparty has to exceed a minimum transfer amount threshold before a transfer has to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty

Notes to Financial Statements

54   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

nonperformance. When a Fund is required to post collateral under the terms of a derivatives transaction and master netting agreement, the Fund’s custodian holds the collateral in a segregated account, subject to the terms of a tri-party agreement among the Fund, the custodian and the counterparty.  The master netting agreement and tri-party agreement provide, in relevant part, that the counterparty may have rights to the amounts in the segregated account in the event that the Fund defaults in its obligation with respect to the derivative instrument that is subject to the collateral requirement.  When a counterparty is required to post collateral under the terms of a derivatives transaction and master netting agreement, the counterparty delivers such amount to the Fund’s custodian.  The master netting agreement provides, in relevant part, that the Fund may have rights to such collateral in the event that the counterparty defaults in its obligation with respect to the derivative instrument that is subject to the collateral requirement. Generally before a default, neither the Fund nor the counterparty may resell, rehypothecate, or repledge any collateral that it receives.

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statement of Assets and Liabilities. 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. The Fund realizes a gain or loss when a position is closed or upon settlement of the contracts. There were no open forward foreign currency contracts at October 31, 2022.

Equity Risk. The Fund may engage in option transactions and in doing so achieves 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 on the Statement of Operations as net realized gain or loss on written options and net realized gain or loss on purchased options, respectively.

Options written by the Fund do not typically give rise to counterparty credit risk since options written obligate the Fund and not the counterparty to perform. Exchange traded purchased options have minimal counterparty credit risk to the Fund since the exchange’s clearinghouse, as counterparty to such instruments, guarantees against a possible default.

As of October 31, 2022, the Fund had outstanding purchased options and/or written options as listed on the Schedule of Investments.

Interest Rate Risk. The Fund may engage in interest rate swaps primarily to hedge the interest rate risk on the Fund’s borrowings (see Note 6 – Notes Payable). 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) on 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 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. Please see the disclosure regarding ISDA Master Agreements under Foreign Currency Risk within this note.

Notes to Financial Statements

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   55

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, 2022, the Fund had no outstanding interest rate swap agreements.

As of October 31, 2022, the Fund had outstanding derivative contracts which are reflected on the Statement of Assets and Liabilities as follows:

 

ASSET
DERIVATIVES

 

LIABILITY
DERIVATIVES

Gross amounts at fair value:

Purchased options(1)

$

3,902,055

$

 

$

3,902,055

$

(1)Generally, the Statement of Assets and Liabilities location for “Purchased options” is “Investments in securities, at value.”

For the year ended October 31, 2022, the volume of derivative activity for the Fund is reflected below:*

 

Volume

Purchased options 

60,242

Written options 

28,380

*Activity during the period is measured by opened number of contracts for options purchased or written.

Note 6 – Notes Payable

The Fund has entered into an Amended and Restated Liquidity Agreement (the “SSB Agreement”) with State Street Bank and Trust Company (“SSB”) that allows the Fund to borrow up to a limit of $1,130.0 million, as well as engage in securities lending and securities repurchase transactions. Borrowings under the SSB Agreement are secured by assets of the Fund that are held with the Fund’s custodian in a separate account (the “pledged collateral”). Interest on the SSB Agreement is charged on the drawn amount at the rate of OBFR plus .80%. A commitment fee of .10% is payable on any undrawn balance. For the year ended October 31, 2022, the average borrowings under the Agreement were $826.6 million. For the year ended October 31, 2022, the average interest rate was 1.50%. As of October 31, 2022, the amount of total outstanding borrowings was $800.5 million, which approximates fair value. The interest rate applicable to the borrowings on October 31, 2022 was 3.56%.

Under the terms of the SSB Agreement, all securities lent through SSB must be secured continuously by collateral received in cash. Cash collateral held by SSB on behalf of a Fund may be credited against the amounts borrowed under the SSB Agreement. Under the terms of the SSB Agreement, SSB will return the value of the collateral to the borrower at the termination of the selected securities loan(s). When collateral is returned, SSB may offset the shortfall to the amount lent to the Fund under the SSB Agreement by either lending other securities of the Fund or replacing such amount through direct loans from SSB, without notice to or consent from the Fund and does not change the amount borrowed by the Fund. The cash collateral credits against the amounts borrowed are not reflected separately in the Statement of Assets and Liabilities but as a component of the Notes Payable. Under the terms of the SSB Agreement, the Fund will receive a rebate payment related to the securities lending and/or securities repurchase transactions which is reflected in interest expense in the Statement of Operations. The Fund has the right to call a loan and obtain the securities loaned at any time. As of October 31, 2022, approximately $737.3 million of securities were on loan ($48.5 million of fixed income securities and $688.8 million of equity securities) under the SSB Agreement which are reflected in the Investment in securities, at value on the Statement of Assets and Liabilities. The borrowings are categorized as Level 2 within the fair value hierarchy.

Note 7 – Mandatory Redeemable Preferred Shares

The Fund issued MRPS on March 8, 2022, August 24, 2021, and September 6, 2017. On March 8, 2022, 4,000,000 MRPS were issued with an aggregate liquidation preference of $100,000,000. On August 24, 2021, 2,480,000 MRPS were issued with an aggregate liquidation preference of $62.0 million. On September 6, 2017, 9,680,000 MRPS were issued with an aggregate liquidation preference

Notes to Financial Statements

56   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

of $242.0 million. Series A MRPS in the total amount of $80,500,000 redeemed at $25.01 per share on September 6, 2022. Dividends on the Series A Shares ceased accumulating on the redemption date. Offering costs incurred by the Fund in connection with the MRPS issuance are aggregated with the outstanding liability and are being amortized to Interest expense and amortization of offering costs on MRPS over the respective life of each series of MRPS and shown in the Statement of Operations.

The MRPS are divided into four series with different mandatory redemption dates and dividend rates. The table below summarizes the key terms of each series of the MRPS at October 31, 2022.

Series

Term
Redemption
Date

Dividend
Rate

Shares
(000’s)

Liquidation
Preference
Per Share

 

Aggregate
Liquidation
Preference

Series B

9/06/24

4.00%

3,220

$25

$80,500,000

Series C

9/06/27

4.24%

3,240

$25

$81,000,000

Series D

8/24/26

2.45%

2,480

$25

$62,000,000

Series F

5/24/27

3.66%

4,000

$25

$100,000,000

 

Total

$323,500,000

The MRPS are not listed on any exchange or automated quotation system. Series A MRPS in the total amount of $80,500,000 redeemed at $25.01 per share on September 6, 2022. Dividends on the Series A Shares ceased accumulating on the redemption date. The MRPS are considered debt of the issuer; therefore, the liquidation preference, which approximates fair value of the MRPS, is recorded as a liability in the Statement of Assets and Liabilities net of deferred offering costs. The MRPS are categorized as Level 2 within the fair value hierarchy.

During the year ended October 31, 2022, all MRPS were rated `AA-’ by Kroll Bond Rating Agency LLC (“KBRA”). If the ratings of the MRPS are downgraded, the Fund’s dividend expense may increase, as described below.

Holders of MRPS are entitled to receive monthly cumulative cash dividends payable on the first business day of each month. The MRPS currently are rated “AA-” by KBRA. If on the first day of a monthly dividend period the MRPS of any class are rated lower than “A” by Kroll, the dividend rate for such period shall be increased by 0.5%, 2.0% or 4.0% according to an agreed upon schedule. The MRPS’ dividend rate is also subject to increase during periods when the Fund has not made timely payments to MRPS holders and/or the MRPS do not have a current credit rating, subject to various terms and conditions. Dividends accrued and paid to the shareholders of MRPS are included in “Interest expense and amortization of offering costs on Mandatory Redeemable Preferred Shares” within the Statement of Operations.

With regard to the Series A, B and C MRPS, so long as any MRPS are outstanding, the Fund will not declare, pay or set apart for payment any dividend or other distribution (other than non-cash distributions) with respect to Fund shares ranking junior to or on parity with the MRPS, unless (1) the Fund has satisfied the MRPS Overcollateralization Test (as defined below) on at least one “valuation date” in the preceding 65 calendar days, (2) immediately after such transaction the Fund would satisfy the MRPS Asset Coverage Test (as defined below), (3) full cumulative dividends on the MRPS due on or prior to the date of the transaction have been declared and paid to the holders of MRPS and (4) the Fund has redeemed the full number of MRPS required to be redeemed by any provision for mandatory redemption or deposited sufficient monies with the Fund’s paying agent for that purpose, subject to certain grace periods and exceptions.

MRPS Asset Coverage Test: Asset coverage with respect to all outstanding senior securities and preferred shares, including the MRPS, determined in accordance with Section 18(h) of the 1940 Act, on the basis of values calculated as of a time within 48 hours (not including Sundays or holidays) next preceding the time of determination, must be greater than or equal to 225%.

MRPS Overcollateralization Test: So long as Fitch or any other NSRSO, such as KBRA, is then rating any class of the outstanding MRPS pursuant to the request of the Fund, satisfaction of only those overcollateralization ratios applicable to closed-end fund issuers with the same rating(s) as the Fund’s MRPS’ then-current rating(s) issued by Fitch or such other NSRSO, such as KBRA, by application of the applicable rating agency guidelines.

Notes to Financial Statements

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   57

With regard to Series D and F MRPS, for so long as any MRPS are outstanding, the Fund will not declare, pay or set apart for payment any dividend or other distribution (other than a dividend or distribution paid in shares of, or options, warrants or rights to subscribe for or purchase, Common Shares or other shares of beneficial interest, if any, ranking junior to the MRPS as to dividends or upon liquidation (collectively “non-cash distributions”) with respect to Common Shares or any other shares of the Series or Fund ranking junior to or on a parity with the MRPS as to dividends or upon liquidation, or call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares or any other such junior shares (except by conversion into or exchange for shares of the Fund ranking junior to the MRPS as to dividends and upon liquidation) or any such parity shares (except by conversion into or exchange for shares of the Fund ranking junior to or on a parity with the MRPS as to dividends and upon liquidation), unless (1) immediately after such transaction the Fund would satisfy the MRPS Asset Coverage Test, (2) full cumulative dividends on the MRPS due on or prior to the date of the transaction have been declared and paid to the Holders of MRPS, and (3) the Fund has redeemed the full number of MRPS required to be redeemed by any provision for mandatory redemption contained in Section 3(a) or deposited sufficient monies with the Paying Agent for that purpose (without regard to the provisions of the Special Proviso); provided that the Fund may make any distributions reasonably necessary for the Fund to continue to qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code and to avoid excise tax under Section 4982 of the Internal Revenue Code (“Tax Required Payments”). For the avoidance of doubt, any such Tax Required Payments would only be paid to holders of Common Shares after full cumulative dividends due on or prior to the date of the applicable distribution and any mandatory redemptions occurring on or prior to the date of the applicable distribution have been paid to the holders of MRPS.

Except as otherwise required pursuant to the Fund’s governing documents or applicable law, the holders of the MRPS have one vote per share and vote together with the holders of common stock of the Fund as a single class except on matters affecting only the holders of MRPS or the holders of common stock. Pursuant to the 1940 Act, holders of the MRPS have the right to elect at least two trustees of the Fund, voting separately as a class. Except during any time when the Fund has failed to make a dividend or redemption payment in respect of MRPS outstanding, the holders of MRPS have agreed to vote in accordance with the recommendation of the Board of Trustees on any matter submitted to them for their vote or to the vote of shareholders of the Fund generally.

Note 8 – Common Shares

There are unlimited common shares of beneficial interest authorized and 158,887,622 shares outstanding at October 31, 2022. Calamos Advisors did not own any of the outstanding shares at October 31, 2022. Transactions in common shares were as follows:

There are unlimited common shares of beneficial interest authorized and 158,887,622 shares outstanding at October 31, 2022. Transactions in common shares were as follows:

 

Year ENDED
October 31, 2022

 

Year ENDED
October 31, 2021

Beginning shares

157,310,716

154,965,651

Shares sold

1,115,111

1,807,735

Shares issued through reinvestment of distributions

461,795

537,330

Ending shares

158,887,622

157,310,716

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

The Fund also may offer and sell common shares from time to time at an offering price equal to or in excess of the net asset value per share of the Fund’s common shares at the time such common shares are initially sold. For the year ended October 31, 2022, the Fund sold shares that were $0.0010 in excess of net asset value at an average sales price of $17.4745.

Note 9 – Fair Value Measurements

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.

Notes to Financial Statements

58   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

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 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:

 

 

LEVEL 1

 

 

LEVEL 2

 

 

LEVEL 3

 

 

TOTAL

Assets: 

Corporate Bonds

$

$

403,104,901

$

$

403,104,901

Convertible Bonds

434,104,459

434,104,459

Bank Loans

46,098,255

46,098,255

U.S. Government and Agency Securities

65,154,881

65,154,881

Convertible Preferred Stocks

127,692,681

47,214,131

174,906,812

Common Stocks U.S.

1,982,642,465

2,254,815

1,984,897,280

Common Stocks Foreign

1,954,032

1,954,032

Warrants

1,785,644

1,785,644

Exchange-Traded Funds

168,568

168,568

Preferred Stocks

6,779,300

1,018,037

7,797,337

Purchased Options

3,902,055

3,902,055

Total

$

2,121,185,069

$

1,002,689,155

$

$

3,123,874,224

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Financial Highlights

Financial Highlights

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   61

60   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

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

Year Ended October 31,

Year Ended October 31,

2022

2021

2020

2019

2018

2017

2016

2015

2014

2013

PER SHARE OPERATING PERFORMANCE

Net asset value, beginning of year

$18.62

$13.30

$12.93

$12.25

$12.76

$11.13

$11.67

$12.51

$11.86

$10.56

Income from investment operations:

Net investment income (loss)*

0.05

0.10

0.21

0.18

0.16

0.26

0.30

0.38

0.42

0.41

Net realized and unrealized gain (loss)

(3.87

)

6.42

1.24

1.49

0.32

2.36

0.15

(0.23

)

1.16

1.73

Total from investment operations

(3.82

)

6.52

1.45

1.67

0.48

2.62

0.45

0.15

1.58

2.14

Less distributions to common shareholders from:

Net investment income

(0.26

)

(0.29

)

(0.54

)

(0.16

)

(0.48

)

(0.85

)

(0.46

)

(0.66

)

(0.55

)

(0.59

)

Net realized gains

(0.97

)

(0.91

)

(0.54

)

(0.83

)

(0.51

)

(0.14

)

(0.16

)

(0.16

)

Return of capital

(0.37

)

(0.33

)

(0.22

)

(0.25

)

Total distributions

(1.23

)

(1.20

)

(1.08

)

(0.99

)

(0.99

)

(0.99

)

(0.99

)

(0.99

)

(0.93

)

(0.84

)

Premiums from shares sold in at the market offerings

0.0010

0.0026

Net asset value, end of year

$13.57

$18.62

$13.30

$12.93

$12.25

$12.76

$11.13

$11.67

$12.51

$11.86

Market value, end of year

$13.76

$18.98

$12.80

$13.02

$11.75

$12.33

$9.95

$10.20

$11.82

$10.56

TOTAL RETURN APPLICABLE TO COMMON SHAREHOLDERS

Total investment return based on:(a)

Net asset value

(21.11)%

50.32%

12.33%

14.46%

3.81%

25.11%

5.48%

1.98%

14.46%

21.83%

Market value

(21.52)%

59.21%

7.36%

20.16%

3.05%

35.23%

7.89%

(5.66)%

21.46%

11.75%

RATIOS TO AVERAGE NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

Net expenses(b)

2.50%

2.03%

2.45%

3.05%

2.74%

2.09%

1.97%

1.81%

1.72%

1.79%

Net investment income (loss)

0.31%

0.60%

1.64%

1.42%

1.25%

2.17%

2.73%

3.11%

3.39%

3.71%

SUPPLEMENTAL DATA

Net assets applicable to common shareholders, end of year (000)

$2,156,658

$2,928,463

$2,061,019

$2,000,709

$1,893,000

$1,971,910

$1,719,456

$1,803,026

$1,932,218

$1,832,666

Portfolio turnover rate

24%

27%

36%

26%

27%

65%

31%

23%

20%

55%

Average commission rate paid

$0.0189

$0.0206

$0.0212

$0.0270

$0.0217

$0.0240

$0.0307

$0.0336

$0.0210

$0.0234

Mandatory Redeemable Preferred Shares, at redemption value ($25 per share liquidation preference) (000’s omitted)

$323,500

$304,000

$242,000

$242,000

$242,000

$242,000

$–

$–

$–

$–

Notes Payable (000’s omitted)

$800,500

$880,000

$703,000

$668,000

$713,000

$543,000

$682,000

$716,000

$725,000

$700,000

Asset coverage per $1,000 of loan outstanding(c)

$4,098

$4,673

$4,276

$4,357

$3,995

$5,077

$3,521

$3,518

$3,665

$3,619

Asset coverage per $25 liquidation value per share of Mandatory Redeemable Preferred Shares(d)

$254

$338

$311

$301

$294

$285

$–

$–

$–

$–

*Net investment income calculated based on average shares method.

(a)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.

(b)Ratio of net expenses, excluding interest expense on Notes Payable and interest expense and amortization of offering costs on Mandatory Redeemable Preferred Shares, to average net assets was 1.53%, 1.44%, 1.54%, 1.55%, 1.53%, 1.47%, 1.49%, 1.47%, 1.44% and 1.44%, respectively.

(c)Calculated by subtracting the Fund’s total liabilities (not including Notes payable and Mandatory Redeemable Preferred Shares) from the Fund’s total assets and dividing this by the amount of Notes payable outstanding, and by multiplying the result by 1,000.

(d)Calculated by subtracting the Fund’s total liabilities (not including Notes payable and Mandatory Redeemable Preferred Shares) from the Fund’s total assets and dividing this by the amount of Mandatory Redeemable Preferred Shares outstanding, and by multiplying the result by 25.

Report of Independent Registered Public Accounting Firm

62   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

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

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of Calamos Strategic Total Return Fund (the “Fund”), including the schedule of investments, as of October 31, 2022, 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, the financial highlights for each of the ten years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2022, and the results of its operations and its 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 ten years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of October 31, 2022, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Chicago, Illinois

December 19, 2022

We have served as the auditor of one or more Calamos Advisors LLC investment companies since 2003.

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   63

Trustee Approval of Management Agreement (Unaudited)

The Board of Trustees (“Board” or the “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 LLC (“Adviser”) pursuant to which the Adviser 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 the Adviser.

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 the Adviser 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 the Adviser, they met separately in executive session with their counsel.

At a meeting held on June 29, 2022, based on their evaluation of the information referred to above and other information provided in this and previous meetings, the Trustees determined that the overall arrangements between the Fund and the Adviser were fair in light of the nature, quality and extent of the services provided by the Adviser 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, 2023, 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 Adviser, (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 potential economies may be shared, in some measure, with Fund investors 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 agreement, and each Trustee may have afforded different weight to the various factors.

Nature, Quality and Extent of Services. The Board’s consideration of the nature, quality and extent of the Adviser’s services to the Fund took into account the knowledge gained from the Board’s meetings with the Adviser throughout the years. 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; and 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. The Board also reviewed the Adviser’s resources and key personnel involved in providing investment management services to the Fund. The Board noted the 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 also considered the information provided by the Adviser regarding the Fund’s performance and the steps the Adviser is taking to improve performance. In particular, the Board noted the additional personnel added to the Adviser’s investment team, which includes portfolio managers, research analysts, research associates and risk management personnel. The Board also noted the Adviser’s significant investment into its infrastructure and investment processes.

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 average performance of a group of comparable funds (the Fund’s “Category”) selected by an independent third-party service provider. The performance periods considered by the Board ended on March 31, 2022. The Board considered one-, three-, five- and ten-year performance.

The Board considered that the Fund outperformed its Category average for all periods.

Costs of Services Provided and Profits Realized by the Adviser. Using information provided by an independent third-party service provider, the Board evaluated the Fund’s actual management fee rate compared to the median management fee rate for other closed-end funds similar in size, character and 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.

64   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

Trustee Approval of Management Agreement (Unaudited)

The Board also reviewed the Adviser’s management fee rates for its institutional separate accounts and sub-advisory accounts with comparable investment strategies. The Board took into account that although, generally, the rates of fees paid by institutional clients or for sub-advisory services 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, the more extensive regulatory obligations and risks associated with managing the Fund, and other financial considerations with respect to creation and sponsorship of the Fund. The Board considered factors that lead to more expenses for registered funds including but not limited to: (i) capital expenditures to establish a fund, (ii) length of time to reach critical mass, and the related expenses, (iii) higher servicing costs of intermediaries and shareholders, (iv) higher redemption rates of assets under management, (v) entrepreneurial risk assumed by the Adviser and (vi) greater exposure to “make whole” errors.

The Board also considered the Adviser’s costs in serving as the Fund’s investment adviser and manager, including but not limited to 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 reviewed the financial statements of the Adviser’s parent company and discussed its corporate structure.

The Board considered that the Fund’s total expense ratio and management fee rate are higher than the respective Expense Group medians. The Board reviewed the Fund’s expenses in light of its performance record.

Economies of Scale. The Board considered whether the Fund’s management fee shares with shareholders potential economies of scale that may be achieved by the Adviser. The Board also considered the benefits accruing to shareholders from the Adviser’s investments into its infrastructure and investment processes.

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 while the Adviser may potentially benefit from its relationship with the Fund in ways other than the fees payable by the Fund, the Fund also may benefit from its relationship with the Adviser in ways other than the services to be provided by the Adviser and its affiliates pursuant to their agreement with the Fund and the fees payable by the Fund.

The Board also considered the Adviser’s use of a portion of the commissions paid by the Fund on its 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.

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   65

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 February 2023, shareholders will receive Form 1099-DIV which will include their share of qualified dividends and capital gains distributed during the calendar year 2022. 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 852(b)(3)(C) of the Code, the Fund hereby designates $171,625,596 as capital gain dividends for the fiscal year ended October 31, 2022.

Under Section 854(b)(2) of the Code, the Fund hereby designates $33,079,571 or the maximum amount allowable under the Code, as qualified dividends for the fiscal year ended October 31, 2022.

Under Section 854(b)(2) of the Code, the Fund hereby designates 82.63% of the ordinary income dividends as income qualifying for the corporate dividends received deduction for the fiscal year ended October 31, 2022.

66   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

Trustees and Officers (Unaudited)

The management of the Fund, including general supervision of the duties performed for the Fund under the investment management agreement between the Fund 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; however, each trustee who is not an interested person of the Fund shall retire as a trustee at the end of the calendar year in which the trustee attains the age of 75 years. The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge, upon request, at www.calamos.com or by calling 800.582.6959.

The following table sets forth each trustee’s name, year of birth, position(s) with the Fund, 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.

NAME AND
YEAR OF BIRTH

POSITION(S)
AND LENGTH OF TIME
WITH THE FUND

PORTFOLIOS IN
FUND COMPLEX^
OVERSEEN

PRINCIPAL OCCUPATION(S)
DURING THE PAST 5 YEARS
AND OTHER DIRECTORSHIPS

 

Trustees who are interested persons of the Fund:

John P. Calamos, Sr., (1940)*

Chairman, Trustee and President
(since 2003)

Term Expires 2023

28

Founder, Chairman and Global Chief Investment Officer, Calamos Asset Management, Inc. (“CAM”), Calamos Investments LLC (“CILLC”), Calamos Advisors LLC and its predecessor (“Calamos Advisors”) and Calamos Wealth Management LLC (“CWM”); Director, CAM; and previously Chief Executive Officer, Calamos Financial Services LLC and its predecessor (“CFS”), CAM, CILLC, Calamos Advisors, and CWM

 

Trustees who are not interested persons of the Fund:

John E. Neal, (1950)

Trustee (since 2003)

Lead Independent Trustee
(since July 2019)

Term Expires 2024

28

Retired; Private investor; Director, Equity Residential Trust (publicly-owned REIT); Director, Creation Investments (private international microfinance company); Director, Centrust Bank (Northbrook Illinois community bank); formerly, Director, Neuro-ID (private company providing prescriptive analytics for the risk industry) (until 2021); formerly Partner, Linden LLC (health care private equity) (until 2018)

 

William R. Rybak, (1951)

Trustee (since 2003)

Term Expires 2023

28

Private investor; Chairman (since 2016) and Director (since 2010), Christian Brothers Investment Services Inc.; Trustee, JNL Series Trust, and JNL Investors Series Trust (since 2007); JNL Variable Fund LLC (2007-2020); Jackson Variable Series Trust (2018-2020); and JNL Strategic Income Fund LLC (2007-2018) (open-end mutual funds)**; Trustee, Lewis University (since 2012); formerly Director, Private Bancorp (2003-2017); Executive Vice President and Chief Financial Officer, Van Kampen Investments, Inc. and subsidiaries (investment manager) (until 2000)

 

Virginia G. Breen, (1964)

Trustee (since 2015)

Term Expires 2025

28

Private Investor; Director, Tech and Energy Transition Corporation (blank check company) (since 2021); Director, Paylocity Holding Corporation (since 2018); Trustee, Neuberger Berman Private Equity Registered Funds (registered private equity funds) (since 2015)***; Trustee, Jones Lang LaSalle Income Property Trust, Inc. (REIT) (since 2004); Director, UBS A&Q Fund Complex (closed-end funds) (since 2008)****

 

Lloyd A. Wennlund, (1957)

Trustee (since 2018)

Term Expires 2025

28

Trustee and Chairman, Datum One Series Trust (since 2020); Expert Affiliate, Bates Group, LLC (financial services consulting and expert testimony firm) (since 2018); Executive Vice President, The Northern Trust Company (1989-2017); President and Business Unit Head of Northern Funds and Northern Institutional Funds (1994-2017); Director, Northern Trust Investments (1998-2017); Governor (2004-2017) and Executive Committee member (2011-2017), Investment Company Institute Board of Governors; Member, Securities Industry Financial Markets Association (SIFMA) Advisory Council, Private Client Services Committee and Private Client Steering Group (2006-2017); Board Member, Chicago Advisory Board of the Salvation Army (2011-2019)

 

Karen L. Stuckey, (1953)

Trustee (since 2019)

Term Expires 2024

28

Member (2015-2021) of Desert Mountain Community Foundation Advisory Board (non-profit organization); Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975-1990); member of Executive, Nominating and Audit Committees and Chair of Finance Committee (1992-2006), and Emeritus Trustee (since 2007) of Lehigh University; Member, Women’s Investment Management Forum (professional organization) (since inception); formerly, Trustee, Denver Board of Oppenheimer Funds (open-end mutual funds) (2012-2019)

 

Christopher M. Toub, (1959)

Trustee (since 2019)

Term Expires 2023

28

Private investor; formerly, Director of Equities, AllianceBernstein LP (until 2012)

*Mr. Calamos, Sr. is an “interested person” of the Fund as defined in the 1940 Act because he is an officer of the Fund and an affiliate of Calamos Advisors and CFS.

**Overseeing 131 portfolios in fund complex.

***Overseeing eighteen portfolios in fund complex.

****Overseeing four portfolios in fund complex.

^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, Calamos Global Dynamic Income Fund, Calamos Dynamic Convertible and Income Fund and Calamos Long/Short Equity & Dynamic Income Trust.

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

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   67

Trustees and Officers (Unaudited)

Officers. The preceding table gives information about John P. Calamos, Sr., who is Chairman, Trustee and President of the Fund. The following table sets forth each other officer’s name, year of birth, position with the Fund 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.

NAME AND
YEAR OF BIRTH

POSITION(S) AND LENGTH OF TIME WITH THE FUND

PRINCIPAL OCCUPATION(S)
DURING THE PAST 5 YEARS

 

John S. Koudounis, (1966)

Vice President (since 2016)

President (since February 2021) and Chief Executive Officer, CAM, CILLC, Calamos Advisors, CWM and CFS (since 2016); Director CAM (since 2016); prior thereto, President and Chief Executive Officer (2010-2016), Mizuho Securities USA Inc.

 

Thomas E. Herman, (1961)

Vice President (since 2016) and Chief Financial Officer (2016-2017 and since August 2019)

Executive Vice President (since February 2021) and Chief Financial Officer, CAM, CILLC, Calamos Advisors and CWM (since 2016); prior thereto, Chief Financial Officer and Treasurer, Harris Associates (2010-2016)

 

Stephen Atkins, (1965)

Treasurer (since March 2020)

Senior Vice President, Head of Fund Administration (since February 2020), Calamos Advisors; prior thereto, Consultant, Fund Accounting and Administration, Vx Capital Partners (March 2019-February 2020); Chief Financial Officer and Treasurer of SEC Registered Funds, and Senior Vice President, Head of European Special Purpose Vehicles Accounting and Administration, Avenue Capital Group (2010-2018)

 

Robert F. Behan, (1964)

Vice President
(since 2013)

Executive Vice President and Chief Distribution Officer (since February 2021), CAM, CILLC, Calamos Advisors and CFS; prior thereto, President (2015-February 2021); Head of Global Distribution (2013-February 2021); Executive Vice President (2013-2015); Senior Vice President (2009-2013); Head of US Intermediary Distribution (2010-2013)

 

J. Christopher Jackson, (1951)

Vice President and Secretary
(since 2010)

Senior Vice President, General Counsel and Secretary, CAM, CILLC, Calamos Advisors, CWM and CFS (since 2010); Director, Calamos Global Funds plc (since 2011)

 

Mark J. Mickey, (1951)

Chief Compliance Officer
(since 2005)

Chief Compliance Officer, Calamos Funds (since 2005)

 

Daniel Dufresne, (1974)

Vice President
(since June 30, 2021)

Executive Vice President and Chief Operating Officer, CAM, CILLC, Calamos Advisors, and CWM (since April 2021); prior thereto Citadel (1999-2020); Partner (2008-2020); Managing Director, Global Treasurer (2008-2020); Global Head of Operations (2011-2020); Global Head of Counterparty Strategy (2018-2020); Senior Advisor to the COO (2020); CEO, Citadel Clearing LLC (2015-2020)

 

Susan L. Schoenberger,
(1963)

Vice President and Assistant Secretary
(since 2022)

Vice President, Associate Counsel, Calamos Advisors (since 2022); prior thereto Vice President, Legal Counsel (2011-2022), Ariel Investments, LLC

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

Results of 2022 Annual Meeting

The Fund held its annual meeting of shareholders on June 28, 2022. The purposes of the annual meeting were (i) to elect one trustee, to be elected by the holders of common shares and the holders of preferred shares, to the Fund’s Board of Trustees for a three-year term, or until the trustee’s successor is duly elected and qualified; (ii) to elect one trustee, to be elected by the holders of preferred shares, to the Fund’s Board of Trustees for a three-year term, or until the trustee’s successor is duly elected and qualified; and (iii) to conduct any other lawful business of the Fund.

Mr. Lloyd A. Wennlund was nominated for reelection as a trustee by the holders of the common shares and preferred shares, and Ms. Virginia G. Breen was nominated for reelection as a trustee by the holders of the preferred shares, each for a three-year term until the 2025 annual meeting or until his or her successor is duly elected and qualified; and each was elected as such by a majority of the outstanding shares entitled to vote as follows:

TRUSTEE

NUMBER OF
SHARES FOR

NUMBER OF
SHARES WITHHELD

bROKER nON-vOTES
AND aBSTENTIONS

Lloyd A. Wennlund

136,665,261.850

1,985,093

Virginia G. Breen

7,136,000

Messrs. Calamos, Rybak, Toub and Neal and Ms. Stuckey’s terms of office as trustees continued after the meeting.

About Closed-End Funds

68   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

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 Trustees.

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

You can purchase or sell common shares of closed-end funds daily. Like any other stock, market price will fluctuate with the market. Upon sale, your shares may have a market price that is above or below net asset value and may be worth more or less than your original investment. Shares of closed-end funds frequently trade at a discount, which is a market price that is below their net asset value.

Leverage creates risks which may adversely affect return, including the likelihood of greater volatility of net asset value and market price of common shares and fluctuations in the variable rates of the leverage financing.

Each open-end or closed-end fund should be evaluated individually. Before investing carefully consider the fund’s investment objectives, risks, charges and expenses.

Managed Distribution Policy

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   69

Using a Managed Distribution Policy to Promote Dependable Income and Total Return

The goal of the managed distribution policy is to provide investors a predictable, though not assured, level of cash flow, which can serve either as a stable income stream or, through reinvestment, may 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 managed distribution policy for the Fund. Under the policy, monthly distributions paid may include net investment income, net realized short-term capital gains, net realized long-term capital gains and, if necessary, return of capital. During the last fiscal year, the fund made monthly distributions totaling $1.23 per share, which were characterized as $0.97 per share of net realized gain, $0 per share return of capital and $0.26 per share of net investment income.

Distributions of capital decrease the fund’s total assets and total assets per share and, therefore, could have the effect of increasing the fund’s expense ratio. In general, the policy of fixing the fund’s distributions at a targeted rate does not affect the fund’s investment strategy. However, in order to make these distributions, on occasion the fund may have to sell portfolio securities at a less than opportune time.

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.

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 Computershare, 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 the Plan Agent, as dividend paying agent, at: Dividend Reinvestment Department, P.O. Box 43078, Providence RI 02940-3078. 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.

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 NASDAQ or elsewhere. If, on the payment date, the net asset

Automatic Dividend Reinvestment Plan

70   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

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. If, before the Plan Agent has completed its open-market purchases, the market price plus estimated brokerage commissions exceeds the net asset value of the common shares as of the payment date, the purchase price paid by Plan Agent may exceed the net asset value of the common shares, resulting in the acquisition of fewer common shares than if such dividend or distribution had been paid in common shares issued by the Fund. 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 net asset value per common share 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 as required by the Plan.

This discussion of the Plan is only summary, and is qualified in its entirety by 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, Computershare, at 866.226.8016. 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.

Additional Fund Information: Delaware Statutory Trust Act – Control Share Acquisitions

CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT   71

Calamos Strategic Total Return Fund (the “Fund”) is organized as a Delaware statutory trust and thus is subject to the control share acquisition statute contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA Control Share Statute). The DSTA Control Share Statute applies to any closed-end investment company organized as a Delaware statutory trust and listed on a national securities exchange, such as the Fund. The DSTA Control Share Statute became automatically applicable to the Fund on August 1, 2022.

The DSTA Control Share Statute defines “control beneficial interests” (referred to as “control shares” herein) by reference to a series of voting power thresholds and provides that a holder of control shares acquired in a control share acquisition has no voting rights under the Delaware Statutory Trust Act (DSTA) or the Fund’s Governing Documents (as used herein, “Governing Documents” means the Fund’s Agreement and Declaration of Trust and By-Laws, together with any amendments or supplements thereto, including any Statement of Preferences establishing a series of preferred shares, as applicable) with respect to the control shares acquired in the control share acquisition, except to the extent approved by the Fund’s shareholders by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter, excluding all interested shares (generally, shares held by the acquiring person and their associates and shares held by Fund insiders).

The DSTA Control Share Statute provides for a series of voting power thresholds above which shares are considered control shares. Whether one of these thresholds of voting power is met is determined by aggregating the holdings of the acquiring person as well as those of his, her or its “associates.” These thresholds are:

10% or more, but less than 15% of all voting power;

15% or more, but less than 20% of all voting power;

20% or more, but less than 25% of all voting power;

25% or more, but less than 30% of all voting power;

30% or more, but less than a majority of all voting power; or

a majority or more of all voting power.

Under the DSTA Control Share Statute, once a threshold is reached, an acquirer has no voting rights with respect to shares in excess of that threshold (i.e., the “control shares”) until approved by a vote of shareholders, as described above, or otherwise exempted by the Fund’s Board of Trustees. The DSTA Control Share Statute contains a statutory process for an acquiring person to request a shareholder meeting for the purpose of considering the voting rights to be accorded control shares. An acquiring person must repeat this process at each threshold level.

Under the DSTA Control Share Statute, an acquiring person’s “associates” are broadly defined to include, among others, relatives of the acquiring person, anyone in a control relationship with the acquiring person, any investment fund or other collective investment vehicle that has the same investment adviser as the acquiring person, any investment adviser of an acquiring person that is an investment fund or other collective investment vehicle and any other person acting or intending to act jointly or in concert with the acquiring person.

Voting power under the DSTA Control Share Statute is the power (whether such power is direct or indirect or through any contract, arrangement, understanding, relationship or otherwise) to directly or indirectly exercise or direct the exercise of the voting power of shares of the Fund in the election of the Fund’s Trustees (either generally or with respect to any subset, series or class of trustees, including any Trustees elected solely by a particular series or class of shares, such as the preferred shares). Thus, Fund preferred shares, including the Series B, Series C, Series D and Series F Preferred Shares, acquired in excess of the above thresholds would be considered control shares with respect to the preferred share class vote for two Trustees.

Any control shares of the Fund acquired before August 1, 2022 are not subject to the DSTA Control Share Statute; however, any further acquisitions on or after August 1, 2022 in excess of the above thresholds (when counted together with any shares acquired before August 1, 2022) are considered control shares subject to the DSTA Control Share Statute.

Additional Fund Information: Delaware Statutory Trust Act – Control Share Acquisitions

72   CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT

The DSTA Control Share Statute requires shareholders to disclose to the Fund any control share acquisition within 10 days of such acquisition, and also permits the Fund to require a shareholder or an associate of such person to disclose the number of shares owned or with respect to which such person or an associate thereof can directly or indirectly exercise voting power. Further, the DSTA Control Share Statute requires a shareholder or an associate of such person to provide to the Fund within 10 days of receiving a request therefor from the Fund any information that the Fund’s Trustees reasonably believe is necessary or desirable to determine whether a control share acquisition has occurred.

The DSTA Control Share Statute permits the Fund’s Board of Trustees, through a provision in the Fund’s Governing Documents or by Board action alone, to eliminate the application of the DSTA Control Share Statute to the acquisition of control shares in the Fund specifically, generally, or generally by types, as to specifically identified or unidentified existing or future beneficial owners or their affiliates or associates or as to any series or classes of shares. The DSTA Control Share Statute does not provide that the Fund can generally “opt out” of the application of the DSTA Control Share Statute; rather, specific acquisitions or classes of acquisitions may be exempted by the Fund’s Board of Trustees, either in advance or retroactively, but other aspects of the DSTA Control Share Statute, which are summarized above, would continue to apply. The DSTA Control Share Statute further provides that the Board of Trustees is under no obligation to grant any such exemptions.

The foregoing is only a summary of the material terms of the DSTA Control Share Statute. Shareholders should consult their own counsel with respect to the application of the DSTA Control Share Statute to any particular circumstance.

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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 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 are available free of charge upon request by calling 800.582.6959, by visiting the Calamos Web site 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 Web site at www.sec.gov.

The Fund files its complete list of portfolio holdings with the SEC for the first and third quarters each fiscal year as an exhibit to its report on Form N-PORT. The Forms N-PORT 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 Web site at www.sec.gov.

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: 866.226.8016

TO OBTAIN INFORMATION ABOUT YOUR INVESTMENTS: 800.582.6959

VISIT OUR WEB SITE: 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
Boston, MA

TRANSFER AGENT:

Computershare
P.O. Box 43078
Providence, RI 02940-3078

866.226.8016

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:

Deloitte & Touche LLP
Chicago, IL

LEGAL COUNSEL:

Ropes & Gray LLP
Chicago, IL

2020 Calamos Court

Naperville, IL 60563-2787

800.582.6959

www.calamos.com

© 2022 Calamos Investments LLC. All Rights Reserved.
Calamos
® and Calamos Investments® are registered trademarks of Calamos Investments LLC.

CSQANR 1946 2022

ITEM 1(b). Registrant has included in its Rule 30e-3(c) notice only the disclosures specified by Rule 30e-3(c)(1) and (2). Therefore, Registrant has not included a copy of the notice herewith.

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 it has five 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, Virginia G. Breen, Karen L. Stuckey and Christopher M. Toub. 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 trustees.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Fiscal Years Ended  10/31/2021  10/31/2022
Audit Fees (a)  $104,592   $108,389 
Audit-Related Fees(b)  $30,664   $33,720 
Tax Fees(c)  $124,602   $144,839 
All Other Fees(d)  $—     $—   
Total  $259,858   $286,948 

(a) Audit Fees 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 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 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 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) The following table presents the aggregate non-audit fees billed in each of the last two fiscal years for services rendered by the principal accountant to the registrant and 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 of the adviser.

 

                 
Fiscal Years Ended   10/31/2021     10/31/2022  
Registrant   $ 124,602     $

144,839

 
Investment Adviser   $ 2,000     $  

(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 John E. Neal, William R. Rybak, Virginia G. Breen, Karen L. Stuckey, Christopher M. Toub, and Lloyd Wennlund.

ITEM 6. SCHEDULE OF INVESTMENTS

(a) Included in the Report to Shareholders in Item 1.

(b) Not applicable.

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 the date of this filing, the registrant is led by Calamos Advisors’ team of investment professionals. The Global Chief Investment Officer and Co-Portfolio Managers are responsible for the day-to-day management of the registrant’s portfolio:

John P. Calamos, Sr. has been President, Trustee and Co-Portfolio Manager of the Fund since inception and Founder of Calamos Advisors; Chairman and Global Chief Investment Officer (“CIO”) of Calamos Advisors since August 2016; Chairman and Global CIO from April to August 2016; Chairman, Chief Executive Officer and Global Co-CIO between April 2013 and April 2016; Chief Executive Officer and Global Co-CIO between August 2012 and April 2013; and Chief Executive Officer and Co-CIO prior thereto. R. Matthew Freund joined Calamos in November 2016 as a Co-CIO, Head of Fixed Income Strategies, as well as a Senior Co-Portfolio Manager. Previously, he was SVP of Investment Portfolio Management and Chief Investment Officer at USAA Investments since 2010. John Hillenbrand joined Calamos in 2002 and since September 2015 is a Co-CIO, Head of Multi-Asset Strategies and Co-Head of Convertible Strategies, as well as a Senior Co-Portfolio Manager. From March 2013 to September 2015, he was a Co-Portfolio Manager. Between August 2002 and March 2013, he was a senior strategy analyst. Nick Niziolek joined Calamos in March 2005 and has been a Co-CIO, Head of Global Strategies, as well as a Senior Co-Portfolio Manager since September 2015. Between August 2013 and September 2015 he was a Co-Portfolio Manager, Co-Head of Research. Between March 2013 and August 2013, he was a Co-Portfolio Manager. Between March 2005 and March 2013 he was a senior strategy analyst. Eli Pars joined Calamos in May 2013 and has been a Co-CIO, Head of Alternative Strategies and Co-Head of Convertible Strategies, as well as Senior Co-Portfolio Manager, since September 2015. Between May 2013 and September 2015, he was a Co-Portfolio Manager. Previously, he was a Portfolio Manager at Chicago Fundamental Investment Partners from February 2009 to November 2012. Dennis Cogan joined Calamos in March 2005 and since February 2021 has been a Senior Co-Portfolio Manager. From March 2013 to February 2021, he was Co-Portfolio Manager. Between March2005 and March 2013, he was a senior strategy analyst. Jon Vacko joined Calamos in June 2000 and has been a Senior Co-Portfolio Manager since September 2015.Previously, he was a Co-Portfolio Manager from August 2013 to September 2015; prior thereto he was a Co-Head of Research and Investments from July 2010 to August 2013. Joe Wysocki joined Calamos in October 2003 and since February 2021 has been a Senior Co-Portfolio Manager. Previously, Mr. Wysocki was a Co-Portfolio Manager from March 2015 to January 2021; sector head from March 2014 to March 2015; a Co-Portfolio Manager from March 2013 to March 2014; and a senior strategy analyst from February 2007 to March 2013. Christian Brobst joined Calamos in 2017 and since March 2021 is a Co-Portfolio Manager. Between 2018 and February 2021, he was an Associate Portfolio Manager. From 2017 to July 2018, he was a Portfolio Specialist. Previously, he was Senior Vice President at CU Capital Market Solutions.

(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.

Other Accounts Managed and Assets by Account Type as of October 31, 2022

 

   Registered  Other Pooled      
   Investment  Investment  Other
   Companies  Vehicles  Accounts
   Accounts  Assets  Accounts  Assets  Accounts  Assets
John P. Calamos Sr.   24    30,115,139,630    5    690,711,207    5,193    3,966,735,852 
R. Matthew Freund   16    13,118,018,598    2    530,544,972    4,911    3,960,416,173 
John Hillenbrand   18    11,799,356,853    5    690,711,207    4,046    3,233,975,839 
Nick Niziolek   11    7,500,475,647    3    160,166,235    3,528    1,973,696,026 
Eli Pars   18    28,394,405,159    5    690,711,207    3,992    3,153,708,469 
Dennis Cogan   11    7,500,475,647    3    160,166,235    3,528    1,973,696,026 
Jon Vacko   19    12,266,121,176    5    690,711,207    4,010    3,184,136,160 
Joe Wysocki   12    11,529,740,551    4    687,783,811    3,348    2,201,710,186 
Christian Brobst   3    3,673,606,907    0    —      0    —   

 

Number of Accounts and Assets for which Advisory Fee is Performance Based as of October 31, 2022

 

   Registered  Other Pooled      
   Investment  Investment  Other
   Companies  Vehicles  Accounts
   Accounts  Assets  Accounts  Assets  Accounts  Assets
John P. Calamos Sr.   2    247,250,553    0    —      0    —   
R. Matthew Freund   0    —      0    —      0    —   
John Hillenbrand   2    247,250,553    0    —      0    —   
Nick Niziolek   2    247,250,553    0    —      0    —   
Eli Pars   2    247,250,553    0    —      0    —   
Dennis Cogan   2    247,250,553    0    —      0    —   
Jon Vacko   2    247,250,553    0    —      0    —   
Joe Wysocki   0    —      0    —      0    —   
Christian Brobst   0    —      0    —      0       

(a)(2) 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 the 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 allocation methodology employed by Calamos Advisors varies depending on the type of securities sought to be bought or sold and the type of client or group of clients. Generally, however, orders are placed first for those clients that have given Calamos Advisors brokerage discretion (including the ability to step out a portion of trades), and then to clients that have directed Calamos Advisors to execute trades through a specific broker. However, if the directed broker allows Calamos Advisors to execute with other brokerage firms, which then book the transaction directly with the directed broker, the order will be placed as if the client had given Calamos Advisors full brokerage discretion. Calamos Advisors and its affiliates frequently use a “rotational” method of placing and aggregating client orders and will build and fill a position for a designated client or group of clients before placing orders for other clients. A client account may not receive an allocation of an order if: (a) the client would receive an unmarketable amount of securities based on account size; (b) the client has precluded Calamos Advisors from using a particular broker; (c) the cash balance in the client account will be insufficient to pay for the securities allocated to it at settlement; (d) current portfolio attributes make an allocation inappropriate; and (e) account specific guidelines, objectives and other account specific factors make an allocation inappropriate. Allocation methodology may be modified when strict adherence to the usual allocation is impractical or leads to inefficient or undesirable results. Calamos Advisors’ head trader must approve each instance that the usual allocation methodology is not followed and provide a reasonable basis for such instances and all modifications must be reported in writing to the Calamos Advisors’ Chief Compliance Officer on a monthly basis.

Investment opportunities for which there is limited availability generally are allocated among participating client accounts pursuant to an objective methodology (i.e., either on a pro rata basis or using a rotational method, as described above). However, in some instances, Calamos Advisors may consider subjective elements in attempting to allocate a trade, in which case the Fund may not participate, or may participate to a lesser degree than other clients, in the allocation of an investment opportunity. In considering subjective criteria when allocating trades, Calamos Advisors is bound by its fiduciary duty to its clients to treat all client accounts fairly and equitably.

The Co-Portfolio Managers advise certain accounts under a performance fee arrangement. A performance fee arrangement may create an incentive for a Co-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 Co-Portfolio Managers from such accounts due to unrealized appreciation as well as realized gains in the client’s account.

(a)(3) As of October 31, 2022, John P. Calamos, Sr., Calamos Advisors’ Global CIO, aside from distributions arising from his ownership from various entities, receives all of his compensation from Calamos Advisors. He has entered into an employment agreement that provides for compensation in the form of an annual base salary and an annual bonus, both components payable in cash. Similarly, Mr. Calamos is eligible for a Long-Term Incentive (“LTI”). The LTI program at Calamos Advisors currently consists of deferred bonus payments, which fluctuate in value over time based upon either: (1) the performance of certain managed investment products for investment professionals (“Mutual Fund Incentive Awards”); or (2) the overall value of the firm for non-investment professionals (“Company Incentive Awards”).

As of October 31, 2022, R. Matthew Freund, John Hillenbrand, Nick Niziolek, Eli Pars, Dennis Cogan, Jon Vacko, Joe Wysocki, and Christian Brobst receive all of their compensation from Calamos Advisors. These individuals each receive compensation in the form of an annual base salary, a discretionary bonus (payable in cash) and are eligible for discretionary Mutual Fund Incentive Awards. This compensation structure considers annually the performance of the various strategies managed by the Portfolio Managers, among other factors, including, without limitation, the overall performance of the firm.

This compensation structure considers annually the performance of the various strategies managed by the Portfolio Managers, among other factors, including, without limitation, the overall performance of the firm.

 

(a)(4) As of October 31, 2022, 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
R. Matthew Freund   None
John Hillenbrand   None
Nick Niziolek   None
Eli Pars   None
Dennis Cogan   None
Jon Vacko   None
Joe Wysocki   $10,001 - $50,000
Christian Brobst   None

(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 timely reported.

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 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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(a) Securities Lending Activities

(1) Gross income from securities lending activities: $0

(2) Fees and/or compensation for:

Any share of revenue generated by the securities lending program paid to the securities lending agent: $0

Rebates paid to borrower: $0

(3) Aggregate fees and/or compensation $0

(4) Net income from securities lending activities: $0

(b) Under the terms of an Amended and Restated Liquidity Agreement (the “Agreement”) with State Street Bank and Trust Company (“SSB”), all securities lent through SSB must be secured continuously by collateral received in cash. Cash collateral held by SSB on behalf of the Fund may be credited against the amounts borrowed under the Agreement. Any amounts credited against borrowings under the Agreement would count against the Fund's leverage limitations under the 1940 Act, unless otherwise covered in accordance with SEC Release IC-10666. Under the terms of the Agreement, SSB will return the value of the collateral to the borrower at the termination of the selected securities loan(s), which will eliminate the credit against the borrowings under the Agreement and will cause the amount drawn under the Agreement to increase in an amount equal to the returned collateral. The Fund is obligated to make payment to the entity in the event SSB is unable to return the value of the collateral. The Fund would continue to be entitled to receive the equivalent of the interest or dividends paid by the issuer on the securities loaned. The Fund may pay reasonable fees to persons unaffiliated with the Fund for services in arranging these loans. The Fund has the right to call a loan and obtain the securities loaned at any time.

ITEM 13. 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.

(a)(2)(iv) Consent of Independent Registered Public Accounting Firm.

 

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 28, 2022
By:  /s/  Thomas E. Herman    
Name:     Thomas E. Herman 

Title:

    Principal Financial Officer

Date:

    December 28, 2022

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 28, 2022
By:  /s/  Thomas E. Herman        
Name:     Thomas E. Herman 

Title:

    Principal Financial Officer

Date:

    December 28, 2022

 

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