UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER: 811-21484
| EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: |
Calamos Strategic Total Return Fund | |
| ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: |
2020 Calamos Court, Naperville, Illinois 60563-2787 | |
| NAME AND ADDRESS OF AGENT FOR SERVICE: |
John P. Calamos, Sr., President Calamos Advisors LLC 2020 Calamos Court Naperville, Illinois 60563-2787 | |
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 245-7200
DATE OF FISCAL YEAR END: October 31, 2013
DATE OF REPORTING PERIOD: November 1, 2012 through October 31, 2013
Item 1. Report to Shareholders
| CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 1 |
Letter to Shareholders
| 2 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT |
Letter to Shareholders
versus Treasury yields, and we see particularly pronounced opportunities among growth stocks. Valuations for growth stocks remain attractive versus value stocks, and are especially compelling against the backdrop of sustained economic recovery, an eventual tapering of the Fed’s quantitative easing activities and increased investor interest in growth fundamentals. Within equities, our team is identifying solid secular and cyclical growth opportunities that may benefit as the global economy continues to improve. Our focus remains on companies with strong growth fundamentals and accelerating returns on invested capital that are selling at attractive valuations. We have maintained conviction in technology as a long-term growth opportunity, and have also found much potential within consumer discretionary, in companies positioned to benefit from improving U.S. consumer balance sheets and the up-and-coming consumer class in developing markets.
We are also encouraged by recent new issuance trends in the U.S. convertible market, and believe the combination of ongoing economic recovery and a more normal interest-rate environment may provide added incentives for companies to issue convertibles.
Our Use of Leverage*
We have the flexibility to utilize leverage in this Fund. Over the long term, we believe the judicious use of leverage provides us with opportunities to enhance total return and support the Fund’s distribution rate. Leverage strategies typically entail borrowing at short-term interest rates and investing the proceeds at higher rates of return. During the reporting period, we believed the prudent use of leverage would be advantageous given the economic environment, specifically the low borrowing costs we were able to secure. Overall, our use of leverage contributed favorably to the returns of the Fund, as the performance of the Fund’s holdings exceeded the costs of our borrowing activities.
Consistent with our focus on risk management, we have employed techniques to hedge against a rise in interest rates. We have used interest rate swaps to manage the borrowing costs associated with our leverage activities. Interest rate swaps allow us to “lock down” an interest rate we believe to be attractive. Although rates are at historically low levels across much of the fixed income market, history has taught us that rates can rise quickly, in some cases, in a matter of months. We believe that the Fund’s use of interest rate swaps is beneficial because it provides a degree of protection should a rise in rates occur.
Well Positioned for the Long Term
Over the past years, the U.S. economy has demonstrated its resilience, and we expect the recovery to move forward at a measured pace. Still, as we discussed, we expect volatility to continue. We encourage investors to
| * | Leverage creates risks that 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. |
| CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 3 |
Letter to Shareholders
| 4 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT |
The Calamos Closed-End Funds: An Overview
In our closed-end funds, we draw upon decades of investment experience, including a long history of opportunistically blending asset classes in an attempt to capture upside potential while managing downside risk. We launched our first closed-end fund in 2002.
Closed-end funds are long-term investments. Most focus on providing monthly distributions, but there are important differences among individual closed-end funds. Calamos closed-end funds can be grouped into 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: U.S. ENHANCED FIXED INCOME | OBJECTIVE: GLOBAL TOTAL RETURN | |
| Calamos Convertible Opportunities and Income Fund (Ticker: CHI) Invests in high yield and convertible securities, primarily in U.S. markets |
Calamos Global Total Return Fund (Ticker: CGO) Invests in equities and higher-yielding convertible securities and corporate bonds, in both U.S. and non-U.S. markets | |
| OBJECTIVE: U.S. TOTAL RETURN | ||
| Calamos Convertible and High Income Fund (Ticker: CHY) Invests in high yield and convertible securities, primarily in U.S. markets |
Calamos Strategic Total Return Fund (Ticker: CSQ) Invests in equities and higher-yielding convertible securities and corporate bonds, primarily in U.S. markets | |
| OBJECTIVE: GLOBAL ENHANCED FIXED INCOME | ||
| Calamos Global Dynamic Income Fund (Ticker: CHW) Invests in global fixed income securities, alternative investments and equities |
||
Our Level Rate Distribution Policy
Closed-end fund investors often look for a steady stream of income. Recognizing this, Calamos closed-end funds have a level rate distribution policy in which we aim to keep monthly income consistent through the disbursement of net investment income, net realized short-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 is focused on delivering an attractive monthly distribution, while maintaining a long-term focus on risk management. The level of the funds’ distributions can be greatly influenced by market conditions, including the interest rate environment. The funds’ distributions will depend on the individual performance of positions the funds hold, our view of the benefits of retaining leverage, fund tax considerations, and maintaining regulatory requirements.
For more information about any of these funds, we encourage you to contact your financial advisor or Calamos Investments at 800.582.6959 (Monday through Friday from 8:00 a.m. to 6:00 p.m., Central Time). You can also visit us at www.calamos.com.
For more information on our level rate distribution policy, please see page 38.
| CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 5 |
| 6 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT |
Investment Team Discussion
| CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 7 |
Investment Team Discussion
| 8 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT |
Investment Team Discussion
| CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 9 |
Schedule of Investments October 31, 2013
| 10 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | See accompanying Notes to Schedule of Investments |
Schedule of Investments October 31, 2013
| See accompanying Notes to Schedule of Investments | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 11 |
Schedule of Investments October 31, 2013
| 12 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | See accompanying Notes to Schedule of Investments |
Schedule of Investments October 31, 2013
| See accompanying Notes to Schedule of Investments | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 13 |
Schedule of Investments October 31, 2013
| 14 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | See accompanying Notes to Schedule of Investments |
Schedule of Investments October 31, 2013
| See accompanying Notes to Schedule of Investments | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 15 |
Schedule of Investments October 31, 2013
| 16 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | See accompanying Notes to Schedule of Investments |
Schedule of Investments October 31, 2013
INTEREST RATE SWAPS
| COUNTERPARTY |
FIXED RATE (FUND PAYS) |
FLOATING RATE (FUND RECEIVES) |
TERMINATION DATE |
NOTIONAL AMOUNT |
UNREALIZED APPRECIATION/ (DEPRECIATION) |
|||||||||
| BNP Paribas, SA | 2.535% quarterly | 3 month LIBOR | 03/09/14 | $ | 90,000,000 | $ | (1,042,992 | ) | ||||||
| BNP Paribas, SA | 2.970% quarterly | 3 month LIBOR | 07/03/14 | 75,000,000 | (1,543,189 | ) | ||||||||
| BNP Paribas, SA | 3.355% quarterly | 3 month LIBOR | 06/09/14 | 60,000,000 | (1,411,016 | ) | ||||||||
| BNP Paribas, SA | 0.934% quarterly | 3 month LIBOR | 07/05/17 | 52,000,000 | (45,228 | ) | ||||||||
| BNP Paribas, SA | 1.009% quarterly | 3 month LIBOR | 06/12/17 | 47,000,000 | (207,614 | ) | ||||||||
|
|
|
|||||||||||||
| $ | (4,250,039 | ) | ||||||||||||
|
|
|
|||||||||||||
| See accompanying Notes to Financial Statements | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 17 |
Statement of Assets and Liabilities October 31, 2013
| ASSETS |
||||
| Investments in securities, at value (cost $2,535,908,814) |
$ | 2,527,150,330 | ||
| Cash with custodian (interest bearing) |
575,420 | |||
| Receivables: |
||||
| Accrued interest and dividends |
14,860,133 | |||
| Investments sold |
70,392,630 | |||
| Prepaid expenses |
19,996 | |||
| Other assets |
283,297 | |||
| Total assets |
2,613,281,806 | |||
| LIABILITIES |
||||
| Unrealized depreciation on interest rate swaps |
4,250,039 | |||
| Payables: |
||||
| Note payable |
700,000,000 | |||
| Investments purchased |
73,392,932 | |||
| Affiliates: |
||||
| Investment advisory fees |
2,114,547 | |||
| Deferred compensation to trustees |
283,297 | |||
| Financial accounting fees |
24,317 | |||
| Trustees’ fees and officer compensation |
17,766 | |||
| Other accounts payable and accrued liabilities |
533,356 | |||
| Total liabilities |
780,616,254 | |||
| NET ASSETS |
$ | 1,832,665,552 | ||
| COMPOSITION OF NET ASSETS |
||||
| Common stock, no par value, unlimited shares authorized 154,514,000 shares issued and outstanding |
$ | 1,970,355,299 | ||
| Undistributed net investment income (loss) |
(7,910,600 | ) | ||
| Accumulated net realized gain (loss) on investments, foreign currency transactions, written options and interest rate swaps |
(116,735,502 | ) | ||
| Unrealized appreciation (depreciation) of investments, foreign currency translations and interest rate swaps |
(13,043,645 | ) | ||
| NET ASSETS |
$ | 1,832,665,552 | ||
| Net asset value per common shares based upon 154,514,000 shares issued and outstanding |
$ | 11.86 |
| 18 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | See accompanying Notes to Financial Statements |
Statement of Operations Year Ended October 31, 2013
| INVESTMENT INCOME |
||||
| Interest |
$ | 51,449,914 | ||
| Dividends |
42,105,117 | |||
| Securities lending income |
371,451 | |||
| Dividend taxes withheld |
(423,104 | ) | ||
| Total investment income |
93,503,378 | |||
| EXPENSES |
||||
| Investment advisory fees |
23,402,798 | |||
| Interest expense and related fees |
5,917,747 | |||
| Financial accounting fees |
268,705 | |||
| Printing and mailing fees |
244,354 | |||
| Accounting fees |
132,488 | |||
| Audit fees |
109,596 | |||
| Trustees’ fees and officer compensation |
104,466 | |||
| Custodian fees |
100,071 | |||
| Transfer agent fees |
21,415 | |||
| Registration fees |
17,811 | |||
| Other |
151,310 | |||
| Total expenses |
30,470,761 | |||
| NET INVESTMENT INCOME (LOSS) |
63,032,617 | |||
| REALIZED AND UNREALIZED GAIN (LOSS) |
||||
| Net realized gain (loss) from: |
||||
| Investments, excluding purchased options |
53,287,450 | |||
| Purchased options |
4,340,180 | |||
| Foreign currency transactions |
(81,244 | ) | ||
| Written options |
(563,266 | ) | ||
| Interest rate swaps |
(6,550,294 | ) | ||
| Change in net unrealized appreciation/(depreciation) on: |
||||
| Investments, excluding purchased options |
206,211,639 | |||
| Purchased options |
4,954,230 | |||
| Foreign currency translations |
(20,264 | ) | ||
| Interest rate swaps |
6,421,905 | |||
| NET GAIN (LOSS) |
268,000,336 | |||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | 331,032,953 | ||
| See accompanying Notes to Financial Statements | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 19 |
Statements of Changes in Net Assets
| YEAR ENDED OCTOBER 31, | ||||||||
| 2013 | 2012 | |||||||
| OPERATIONS |
||||||||
| Net investment income (loss) |
$ | 63,032,617 | $ | 67,974,528 | ||||
| Net realized gain (loss) |
50,432,826 | 30,601,518 | ||||||
| Change in unrealized appreciation/(depreciation) |
217,567,510 | 86,647,937 | ||||||
| Net increase (decrease) in net assets applicable to shareholders resulting from operations |
331,032,953 | 185,223,983 | ||||||
| DISTRIBUTIONS FROM |
||||||||
| Net investment income |
(91,788,933 | ) | (103,822,713 | ) | ||||
| Return of capital |
(38,002,827 | ) | (17,857,062 | ) | ||||
| Net decrease in net assets from distributions |
(129,791,760 | ) | (121,679,775 | ) | ||||
| TOTAL INCREASE (DECREASE) IN NET ASSETS |
201,241,193 | 63,544,208 | ||||||
| NET ASSETS |
||||||||
| Beginning of year |
$ | 1,631,424,359 | $ | 1,567,880,151 | ||||
| End of year |
1,832,665,552 | 1,631,424,359 | ||||||
| Undistributed net investment income (loss) |
$ | (7,910,600 | ) | $ | (29,373,047 | ) | ||
| 20 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | See accompanying Notes to Financial Statements |
Statement of Cash Flows Year Ended October 31, 2013
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||
| Net increase/(decrease) in net assets from operations |
$ | 331,032,953 | ||
| Adjustments to reconcile net increase/(decrease) in net assets from operations to net cash provided by operating activities: |
||||
| Purchase of investment securities |
(1,306,890,692 | ) | ||
| Net proceeds from disposition of short term investments |
27,664,995 | |||
| Proceeds paid on closing written options |
(1,089,045 | ) | ||
| Proceeds from disposition of investment securities |
1,226,980,450 | |||
| Premiums received from written options |
525,779 | |||
| Amortization and accretion of fixed-income securities |
(752,185 | ) | ||
| Net realized gains/losses from investments, excluding purchased options |
(53,287,450 | ) | ||
| Net realized gains/losses from purchased options |
(4,340,180 | ) | ||
| Net realized gains/losses from written options |
563,266 | |||
| Change in unrealized appreciation or depreciation on investments, excluding purchased options |
(206,211,639 | ) | ||
| Change in unrealized appreciation or depreciation on purchased options |
(4,954,230 | ) | ||
| Change in unrealized appreciation or depreciation on interest rate swaps |
(6,421,905 | ) | ||
| Net change in assets and liabilities: |
||||
| (Increase)/decrease in assets: |
||||
| Accrued interest and dividends receivable |
2,998,803 | |||
| Prepaid expenses |
(3,919 | ) | ||
| Other assets |
(39,971 | ) | ||
| Increase/(decrease) in liabilities: |
||||
| Payables to affiliates |
280,334 | |||
| Other accounts payable and accrued liabilities |
311,816 | |||
| Net cash provided by/(used in) operating activities |
$ | 6,367,180 | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||
| Distributions to shareholders |
(129,791,760 | ) | ||
| Proceeds from note payable |
124,000,000 | |||
| Net cash provided by/(used in) financing activities |
$ | (5,791,760 | ) | |
| Net increase/(decrease) in cash |
$ | 575,420 | ||
| Cash at beginning of year |
$ | – | ||
| Cash at end of year |
$ | 575,420 | ||
| Supplemental disclosure |
||||
| Cash paid for interest and related fees |
$ | 5,774,471 | ||
| See accompanying Notes to Financial Statements | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 21 |
Note 1 – Organization and Significant Accounting Policies
Organization. Calamos Strategic Total Return Fund (the “Fund”) was organized as a Delaware statutory trust on December 31, 2003 and is registered under the Investment Company Act of 1940 (the “1940 Act”) as a diversified, closed-end management investment company. The Fund commenced operations on March 26, 2004. The Fund’s investment objective is to provide total return through a combination of capital appreciation and current income. Under normal circumstances, the Fund invests primarily in common and preferred stocks and income producing securities such as investment grade and below investment grade debt securities.
Fund Valuation. The valuation of the Fund’s investments is in accordance with policies and procedures adopted by and under the ultimate supervision of the board of trustees.
Fund securities that are traded on U.S. securities exchanges, except option securities, are valued at the official closing price, which is the last current reported sales price on its principle 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 a 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 principle 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 based on a quotation provided by the counterparty to such option under the ultimate supervision of the board of trustees.
Fixed income securities, certain convertible preferred securities, and non-exchange traded derivatives are normally valued by independent pricing services or by dealers or brokers who make markets in such securities. Valuations of such fixed income securities, certain convertible preferred securities, and non-exchange traded derivatives consider yield or price of equivalent securities of comparable quality, coupon rate, maturity, type of issue, trading characteristics and other market data and do not rely exclusively upon exchange or over-the-counter prices.
Trading on European and Far Eastern exchanges and over-the-counter markets is typically completed at various times before the close of business on each day on which the New York Stock Exchange (“NYSE”) is open. Each security trading on these exchanges or over-the-counter markets may be valued utilizing a systematic fair valuation model provided by an independent pricing service approved by the board of trustees. The valuation of each security that meets certain criteria in relation to the valuation model is systematically adjusted to reflect the impact of movement in the U.S. market after the foreign markets close. Securities that do not meet the criteria, or that are principally traded in other foreign markets, are valued as of the last reported sale price at the time the Fund determines its NAV, or when reliable market prices or quotations are not readily available, at the mean between the most recent bid and asked quotations as of the close of the appropriate exchange or other designated time. Trading of foreign securities may not take place on every NYSE business day. In addition, trading may take place in various foreign markets on Saturdays or on other days when the NYSE is not open and on which the Fund’s NAV is not calculated.
If the pricing committee determines that the valuation of a security in accordance with the methods described above is not reflective of a fair value for such security, the security is valued at a fair value by the pricing committee, under the ultimate supervision of the board of trustees, following the guidelines and/or procedures adopted by the board of trustees.
The Fund also may use fair value pricing, pursuant to guidelines adopted by the board of trustees and under the ultimate supervision of the board of trustees, if trading in the security is halted or if the value of a security it holds is materially affected by events occurring before the Fund’s pricing time but after the close of the primary market or exchange on which the security is listed. Those procedures may utilize valuations furnished by pricing services approved by the board of trustees, which may be based on market transactions for comparable securities and various relationships between securities that are generally recognized by institutional traders, a computerized matrix system, or appraisals derived from information concerning the securities or similar securities received from recognized dealers in those securities.
| 22 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT |
Notes to Financial Statements
When fair value pricing of securities is employed, the prices of securities used by a Fund to calculate its NAV may differ from market quotations or official closing prices. In light of the judgment involved in fair valuations, there can be no assurance that a fair value assigned to a particular security is accurate.
Investment Transactions. Investment transactions are recorded on a trade date basis as of October 31, 2013. 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 year end.
Allocation of Expenses Among Funds. Expenses directly attributable to the Fund are charged to the Fund; certain other common expenses of Calamos Advisors Trust, Calamos Investment Trust, Calamos Convertible Opportunities and Income Fund, Calamos Convertible and High Income Fund, Calamos Strategic Total Return Fund, Calamos Global Total Return Fund and Calamos Global Dynamic Income Fund are allocated proportionately among each fund to which the expenses relate in relation to the net assets of each fund or on another reasonable basis.
Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates.
Income Taxes. No provision has been made for U.S. income taxes because the Fund’s policy is to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended, and distribute to shareholders substantially all of the Fund’s taxable income and net realized gains.
Dividends and distributions paid to shareholders are recorded on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains is determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles. To the extent these “book/tax” differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment. These differences are primarily due to differing treatments for foreign currency transactions, contingent payment debt instruments and methods of amortizing and accreting for fixed income securities. The financial statements are not adjusted for temporary differences.
The Fund recognized no liability for uncertain tax positions. A reconciliation is not provided as the beginning and ending amounts of unrecognized benefits are zero, with no interim additions, reductions or settlements. Tax years 2009—2012 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.
| CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 23 |
Notes to Financial Statements
Note 2 – Investment Adviser and Transactions With Affiliates Or Certain Other Parties
Pursuant to an investment advisory agreement with Calamos Advisors LLC (“Calamos Advisors”), the Fund pays an annual fee, payable monthly, equal to 1.00% based on the average weekly managed assets. “Managed assets” means a fund’s total assets (including any assets attributable to any leverage that may be outstanding) minus total liabilities (other than debt representing financial leverage).
Pursuant to a financial accounting services agreement, during the year the Fund paid Calamos Advisors a fee for financial accounting services payable monthly at the annual rate of 0.0175% on the first $1 billion of combined assets, 0.0150% on the next $1 billion of combined assets and 0.0110% on combined assets above $2 billion (for purposes of this calculation “combined assets” means the sum of the total average daily net assets of Calamos Investment Trust, Calamos Advisors Trust and the total average weekly managed assets of Calamos Convertible and High Income Fund, Calamos Strategic Total Return Fund, Calamos Convertible Opportunities and Income Fund, Calamos Global Total Return Fund and Calamos Global Dynamic Income Fund). Financial accounting services include, but are not limited to, the following: managing expenses and expense payment processing; monitoring the calculation of expense accrual amounts; calculating, tracking and reporting tax adjustments on all assets; and monitoring trustee deferred compensation plan accruals and valuations. The Fund pays its pro rata share of the financial accounting services fee payable to Calamos Advisors based on its relative portion of combined assets used in calculating the fee.
The Fund reimburses Calamos Advisors for a portion of compensation paid to the Fund’s Chief Compliance Officer. This compensation is reported as part of “Trustees’ fees and officer compensation” expense on the Statement of Operations.
A trustee and certain officers of the Fund are also officers and directors of Calamos Advisors. Such trustee and officers serve without direct compensation from the Fund.
The Fund has adopted a deferred compensation plan (the “Plan”). Under the Plan, a trustee who is not an “interested person” (as defined in the 1940 Act) and has elected to participate in the Plan (a “participating trustee”) may defer receipt of all or a portion of his compensation from the Fund. The deferred compensation payable to the participating trustee is credited to the trustee’s deferral account as of the business day such compensation would have been paid to the participating trustee. The value of amounts deferred for a participating trustee is determined by reference to the change in value of Class I shares of one or more funds of Calamos Investment Trust designated by the participant. The value of the account increases with contributions to the account or with increases in the value of the measuring shares, and the value of the account decreases with withdrawals from the account or with declines in the value of the measuring shares. Deferred compensation of $283,297 is included in “Other assets” on the Statement of Assets and Liabilities at October 31, 2013. 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, 2013.
Note 3 – Investments
The cost of purchases and proceeds from sale of long-term investments for the year ended October 31, 2013 were as follows:
| Cost of purchases | $ | 1,348,264,004 | ||
| Proceeds from sales | 1,267,063,375 |
The following information is presented on a federal income tax basis as of October 31, 2013. Differences between the cost basis under U.S. generally accepted accounting principles and federal income tax purposes are primarily due to temporary differences.
The cost basis of investments for federal income tax purposes at October 31, 2013 was as follows:
| Cost basis of investments | $ | 2,633,932,939 | ||
|
|
|
|||
| Gross unrealized appreciation | 182,006,520 | |||
| Gross unrealized depreciation | (288,789,129 | ) | ||
|
|
|
|||
| Net unrealized appreciation (depreciation) | $ | (106,782,609 | ) | |
|
|
|
| 24 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT |
Notes to Financial Statements
Note 4 – Income Taxes
For the fiscal year ended October 31, 2013, 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 | $ | (76,015,873 | ) | |
| Undistributed net investment income/(loss) | 88,221,590 | |||
| Accumulated net realized gain/(loss) on investments | (12,205,717 | ) |
The Fund intends to make monthly distributions from its income available for distribution, which consists of the Fund’s dividends and interest income after payment of Fund expenses, and net realized gains on stock investments. At least annually, the Fund intends to distribute all or substantially all of its net realized capital gains, if any. Distributions are recorded on the ex-dividend date. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in-capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income. Distributions in any year may include a return of capital component.
Distributions were characterized for federal income tax purposes as follows:
| YEAR ENDED OCTOBER 31, 2013 |
YEAR ENDED OCTOBER 31, 2012 |
|||||||
| Distributions paid from: | ||||||||
| Ordinary income | $ | 91,788,933 | $ | 103,822,713 | ||||
| Return of capital | 38,002,827 | 17,857,062 | ||||||
As of October 31, 2013, the components of accumulated earnings/(loss) on a tax basis were as follows:
| Undistributed ordinary income | $ | — | ||
| Undistributed capital gains | — | |||
|
|
|
|||
| Total undistributed earnings | — | |||
| Accumulated capital and other losses | (26,401,229 | ) | ||
| Net unrealized gains/(losses) | (111,067,770 | ) | ||
|
|
|
|||
| Total accumulated earnings/(losses) | (137,468,999 | ) | ||
| Other | (220,748 | ) | ||
| Paid-in capital | 1,970,355,299 | |||
|
|
|
|||
| Net assets applicable to common shareholders | $ | 1,832,665,552 | ||
|
|
|
The Regulated Investment Company Modernization Act of 2010 (the “Act”) modernized various tax rules for regulated investment companies, and was effective for taxable years beginning after the enactment date of December 22, 2010. One significant change is to the treatment of capital loss carryforwards. Now, any capital losses recognized will retain their character as either short-term or long-term capital losses, will be utilized before the pre-Act capital loss carryforwards, and will be carried forward indefinitely, until applied in offsetting future capital gains.
As of October 31, 2013, the Fund had pre-Act capital loss carryforwards which, if not used, will expire as follows:
| 2018 | $ | (26,401,229 | ) |
| CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 25 |
Notes to Financial Statements
Note 5 – Common Shares
There are unlimited common shares of beneficial interest authorized and 154,514,000 shares outstanding at October 31, 2013. Calamos Advisors owned 31,303 of the outstanding shares at October 31, 2013. Transactions in common shares were as follows:
| YEAR ENDED OCTOBER 31, 2013 |
YEAR ENDED OCTOBER 31, 2012 |
|||||||
| Beginning shares | 154,514,000 | 154,514,000 | ||||||
| Shares issued through reinvestment of distributions | — | — | ||||||
|
|
|
|||||||
| Ending shares | 154,514,000 | 154,514,000 | ||||||
|
|
|
|||||||
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.
Note 6 – Derivative Instruments
Foreign Currency Risk. The Fund engages 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. 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, 2013.
Equity Risk. The Fund engages 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 as net realized gain or loss on written options and net realized gain or loss on purchased options, respectively.
| 26 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT |
Notes to Financial Statements
As of October 31, 2013, the Fund had outstanding purchased options and/or written options as listed on the Schedule of Investments. For the year ended October 31, 2013, the Fund had the following transactions in options written:
| NUMBER OF CONTRACTS |
PREMIUMS RECEIVED |
|||||||
| Options outstanding at October 31, 2012 | — | $ | — | |||||
| Options written | 575 | 525,779 | ||||||
| Options closed | (375 | ) | (171,764 | ) | ||||
| Options exercised | (200 | ) | (354,015 | ) | ||||
| Options expired | — | — | ||||||
|
|
|
|||||||
| Options outstanding at October 31, 2013 | — | $ | — | |||||
|
|
|
|||||||
Interest Rate Risk. The Fund engages in interest rate swaps primarily to hedge the interest rate risk on the Fund’s borrowings (see Note 7 – Borrowings). An interest rate swap is a contract that involves the exchange of one type of interest rate for another type of interest rate. If interest rates rise, resulting in a diminution in the value of the Fund’s portfolio, the Fund would receive payments under the swap that would offset, in whole or in part, such diminution in value; if interest rates fall, the Fund would likely lose money on the swap transaction. Unrealized gains are reported as an asset, and unrealized losses are reported as a liability on the Statement of Assets and Liabilities. The change in value of swaps, including accruals of periodic amounts of interest to be paid or received on swaps, is reported as change in net unrealized appreciation/depreciation on interest rate swaps in the Statement of Operations. A realized gain or loss is recorded in net realized gain (loss) 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.
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, 2013, the Fund had outstanding interest rate swap agreements as listed on the Schedule of Investments.
As of October 31, 2013, the Fund had outstanding derivative contracts which are reflected on the Statement of Assets and Liabilities as follows:
|
ASSET DERIVATIVES FAIR VALUE |
||||
| Options purchased1 | $ | 19,501,250 | ||
| LIABILITY DERIVATIVES FAIR VALUE |
||||
| Interest rate swaps2 | $ | 4,250,039 | ||
| (1) | Generally, the statement of assets and liabilities location for Options purchased is Investment in securities. |
| (2) | Generally, the statement of assets and liabilities location for Interest rate swaps is Unrealized appreciation (depreciation) on interest rate swaps. |
For the year ended October 31, 2013, the volume of derivative activity for the Fund is reflected below:*
| DERIVATIVE ACTIVITY | ||||
| Options purchased | 13,195 | |||
| Options written | 575 | |||
| * | Activity during the year is measured by opened number of contracts for options purchased or written. |
| CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 27 |
Notes to Financial Statements
Note 7 – Borrowings
The Fund, with the approval of its board of trustees, including its independent trustees, has entered into a financing package that includes a Committed Facility Agreement (the “BNP Agreement”) with BNP Paribas Prime Brokerage International Ltd. (“BNP”) that allows the Fund to borrow up to $367.5 million and a lending agreement, as defined below. In addition, the financing package also includes a Credit Agreement (the “SSB Agreement”) with State Street Bank and Trust Company (“SSB”) that allows the Fund to borrow up to an initial limit of $367.5 million, and a related securities lending authorization agreement (“Authorized Agreement”). Borrowings under the BNP Agreement and 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”). BNP and SSB share an equal claim on the pledged collateral, subject to any adjustment that may be agreed upon between the lenders. Interest on the BNP agreement is charged at the three month LIBOR (London Inter-bank Offered Rate) plus .65% on the amount borrowed and .55% on the undrawn balance. Interest on the SSB agreement is charged on the drawn amount at the rate of Overnight LIBOR plus .80% and .10% on the undrawn balance (if the undrawn amount is more than 75% of the borrowing limit, the commitment fee is .20%). For the year ended October 31, 2013, the average borrowings under the Agreements were $640.0 million. For the year ended October 31, 2013, the average interest rate was 0.85%. As of October 31, 2013, the amount of total outstanding borrowings was $700.0 million, which approximates fair value. The interest rate applicable to the borrowings on October 31, 2013 was 0.79%.
The Lending Agreement with BNP is a separate side-agreement between the Fund and BNP pursuant to which BNP may borrow a portion of the pledged collateral (the “Lent Securities”) in an amount not to exceed the outstanding borrowings owed by the Fund to BNP under the BNP Agreement. The Lending Agreement is intended to permit the Fund to significantly reduce the cost of its borrowings under the Agreement. BNP may re-register the Lent Securities in its own name or in another name other than the Fund, and may pledge, re-pledge, sell, lend or otherwise transfer or use the Lent Securities with all attendant rights of ownership. (It is the Fund’s understanding that BNP will perform due diligence to determine the creditworthiness of any party that borrows Lent Securities from BNP.) The Fund may designate any security within the pledged collateral as ineligible to be a Lent Security, provided there are eligible securities within the pledged collateral in an amount equal to the outstanding borrowing owed by the Fund. During the period in which the Lent Securities are outstanding, BNP must remit payment to the Fund equal to the amount of all dividends, interest or other distributions earned or made by the Lent Securities.
Under the terms of the Lending Agreement with BNP, the Lent Securities are marked to market daily, and if the value of the Lent Securities exceeds the value of the then-outstanding borrowings owed by the Fund to BNP under the Agreement (the “Current Borrowings”), BNP must, on that day, either (1) return Lent Securities to the Fund’s custodian in an amount sufficient to cause the value of the outstanding Lent Securities to equal the Current Borrowings; or (2) post cash collateral with the Fund’s custodian equal to the difference between the value of the Lent Securities and the value of the Current Borrowings. If BNP fails to perform either of these actions as required, the Fund will recall securities, as discussed below, in an amount sufficient to cause the value of the outstanding Lent Securities to equal the Current Borrowings. The Fund can recall any of the Lent Securities and BNP shall, to the extent commercially possible, return such security or equivalent security to the Fund’s custodian no later than three business days after such request. If the Fund recalls a Lent Security pursuant to the Lending Agreement, and BNP fails to return the Lent Securities or equivalent securities in a timely fashion, BNP shall remain liable to the Fund’s custodian for the ultimate delivery of such Lent Securities, or equivalent securities, and for any buy-in costs that the executing broker for the sales transaction may impose with respect to the failure to deliver. The Fund shall also have the right to apply and set-off an amount equal to one hundred percent (100%) of the then-current fair market value of such Lent Securities against the Current Borrowings.
Under the terms of the Authorized Agreement with SSB, all securities lent through SSB must be secured continuously by collateral received in cash, cash equivalents, or U.S. Treasury bills and maintained on a current basis at an amount at least equal to the market value of the securities loaned. Cash collateral held by SSB on behalf of the Fund may be credited against the amounts borrowed under the SSB Agreement. Any amounts credited against the SSB 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 Authorized Agreement with SSB, SSB will return the value of the collateral to the borrower upon the return of the lent securities, which will eliminate the credit against the SSB Agreement and will cause the amount drawn under the SSB Agreement to increase in an amount equal to the returned collateral. Under the terms of the securities Authorized Agreement with SSB, the Fund will make a variable “net income” payment related to any collateral credited against the SSB Agreement which will be paid to the securities borrower, less any payments due to the Fund or SSB under the terms of the Authorized Agreement. As of October 31, 2013, the Fund used approx-
| 28 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT |
Notes to Financial Statements
imately $176.3 million of its cash collateral to offset the SSB Agreement, representing 7.0% of managed assets, and was required to pay a “net income” payment equal to an interest rate at October 31, 2013 of 0.45%, which can fluctuate depending on interest rates.
Note 8 – 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. |
| • | 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. Transfers between the levels for investment securities or other financial instruments are measured at the end of the reporting period.
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 |
$ | — | $ | 492,333,168 | $ | — | $ | 492,333,168 | ||||||||
| Convertible Bonds |
419,870,617 | 419,870,617 | ||||||||||||||
| U.S. Government and Agency Security |
4,271,025 | 4,271,025 | ||||||||||||||
| Synthetic Convertible Securities (Corporate Bonds) |
109,550,209 | 109,550,209 | ||||||||||||||
| Synthetic Convertible Securities (U.S. Government and Agency Security) |
951,014 | 951,014 | ||||||||||||||
| Synthetic Convertible Securities (Purchased Options) |
19,501,250 | 19,501,250 | ||||||||||||||
| Convertible Preferred Stocks |
69,988,135 | 83,356,180 | 153,344,315 | |||||||||||||
| Common Stocks |
1,237,882,663 | 58,719,038 | 1,296,601,701 | |||||||||||||
| Warrants |
3,872,794 | 3,872,794 | ||||||||||||||
| Short Term Investment |
26,854,237 | 26,854,237 | ||||||||||||||
|
|
|
|||||||||||||||
| Total | $ | 1,358,099,079 | $ | 1,169,051,251 | $ | — | $ | 2,527,150,330 | ||||||||
|
|
|
|||||||||||||||
| Liabilities: | ||||||||||||||||
| Interest Rate Swaps |
$ | — | $ | 4,250,039 | $ | — | $ | 4,250,039 | ||||||||
|
|
|
|||||||||||||||
| Total | $ | — | $ | 4,250,039 | $ | — | $ | 4,250,039 | ||||||||
|
|
|
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| CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 29 |
Selected data for a share outstanding throughout each year were as follows:
| Year Ended October 31, | ||||||||||||||||||||
| 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
| Net asset value, beginning of year |
$10.56 | $10.15 | $10.27 | $9.39 | $7.92 | |||||||||||||||
| Income from investment operations: |
||||||||||||||||||||
| Net investment income (loss)* |
0.41 | 0.44 | 0.46 | 0.51 | 0.51 | |||||||||||||||
| Net realized and unrealized gain (loss) |
1.73 | 0.76 | 0.05 | 1.00 | 1.82 | |||||||||||||||
| Distributions to preferred shareholders from: |
||||||||||||||||||||
| Net investment income (common share equivalent basis) |
— | — | — | — | (0.01 | ) | ||||||||||||||
| Total from investment operations |
2.14 | 1.20 | 0.51 | 1.51 | 2.32 | |||||||||||||||
| Less distributions to common shareholders from: |
||||||||||||||||||||
| Net investment income |
(0.59 | ) | (0.67 | ) | (0.50 | ) | (0.51 | ) | (0.59 | ) | ||||||||||
| Return of capital |
(0.25 | ) | (0.12 | ) | (0.13 | ) | (0.12 | ) | (0.26 | ) | ||||||||||
| Total distributions |
(0.84 | ) | (0.79 | ) | (0.63 | ) | (0.63 | ) | (0.85 | ) | ||||||||||
| Capital charge resulting from issuance of common and preferred shares and related offering costs |
— | — | — | — | — | (a) | ||||||||||||||
| Premiums from shares sold in at the market offerings |
— | — | — | — | — | |||||||||||||||
| Net asset value, end of year |
$11.86 | $10.56 | $10.15 | $10.27 | $9.39 | |||||||||||||||
| Market value, end of year |
$10.56 | $10.25 | $8.69 | $9.06 | $8.11 | |||||||||||||||
| Total investment return based on:(b) |
||||||||||||||||||||
| Net asset value |
21.83% | 12.97% | 5.84% | 17.61% | 34.79% | |||||||||||||||
| Market value |
11.75% | 28.08% | 2.72% | 20.13% | 32.85% | |||||||||||||||
| Net assets, end of year (000) |
$1,832,666 | $1,631,424 | $1,567,880 | $1,586,968 | $1,451,127 | |||||||||||||||
| Ratios to average net assets applicable to common shareholders: |
||||||||||||||||||||
| Net expenses(c) |
1.79% | 1.91% | 1.93% | 2.24% | 2.81% | |||||||||||||||
| Gross expenses prior to expense reductions and earnings credits(c) |
1.79% | 1.91% | 1.93% | 2.24% | 2.81% | |||||||||||||||
| Net expenses, excluding interest expense |
1.44% | 1.45% | 1.41% | 1.46% | 1.69% | |||||||||||||||
| Net investment income (loss)(c) |
3.71% | 4.25% | 4.31% | 5.16% | 6.56% | |||||||||||||||
| Preferred share distributions |
—% | —% | —% | —% | 0.09% | |||||||||||||||
| Net investment income (loss), net of preferred share distributions from net investment income |
3.71% | 4.25% | 4.31% | 5.16% | 6.47% | |||||||||||||||
| Portfolio turnover rate |
55% | 48% | 30% | 25% | 11% | |||||||||||||||
| Average commission rate paid |
$0.0234 | $0.0171 | $— | $0.0113 | $0.0159 | |||||||||||||||
| Asset coverage per $1,000 of loan outstanding(d) |
$3,619 | $3,832 | $3,722 | $3,944 | $3,692 | |||||||||||||||
| * | Net investment income allocated based on average shares method. |
| (a) | Amount equated to less than $0.005 per common share. |
| (b) | Total investment return is calculated assuming a purchase of common stock on the opening of the first day and a sale on the closing of the last day of the period reported. Dividends and distributions are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total return is not annualized for periods less than one year. Brokerage commissions are not reflected. NAV per share is determined by dividing the value of the Fund’s portfolio securities, cash and other assets, less all liabilities, by the total number of common shares outstanding. The common share market price is the price the market is willing to pay for shares of the Fund at a given time. Common share market price is influenced by a range of factors, including supply and demand and market conditions. |
| (c) | Does not reflect the effect of dividend payments to Preferred Shareholders. |
| (d) | Calculated by subtracting the Fund’s total liabilities (not including Note payable) and preferred shares from the Fund’s total assets and dividing this by the amount of note payable outstanding, and by multiplying the result by 1,000. |
| 30 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees of Calamos Strategic Total Return Fund
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Calamos Strategic Total Return Fund (the “Fund”) as of October 31, 2013, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2013, by correspondence with the Fund’s custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of October 31, 2013, 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 five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Chicago, Illinois
December 16, 2013
| CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 31 |
Trustee Approval of the Management Agreement (Unaudited)
The Board of Trustees of the Fund oversees the management of the Fund, and, as required by law, determines annually whether to continue the Fund’s management agreement with Calamos Advisors (the “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 21, 2013, based on their evaluation of the information referred to above and other information, the Trustees determined that the overall arrangements between the Fund and the Adviser were fair and reasonable in light of the nature, extent and quality 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, 2014, 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, extend and quality 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) the extent to which economies of scale may apply, 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, Extent and Quality of Services. The Board’s consideration of the nature, extent and quality of the Adviser’s services to the Fund took into account the knowledge gained from the Board’s meetings with the Adviser throughout the 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 concluded that the nature, extent and quality of the services provided by the Adviser to the Fund were appropriate and consistent with the management agreements and that the Fund was likely to continue to benefit from services provided under its management agreement with the Adviser.
Investment Performance of the Fund. The Board considered the Fund’s investment performance over various time periods, including how the Fund performed compared to the median performance of a group of comparable funds (the Fund’s “Universe Median”) selected by Lipper, Inc., an independent data service provider (“Lipper”). The performance periods considered by the Board ended on May 31, 2013. Where available, the Board considered one-, three-, five- and ten-year performance.
The Board considered that the Fund underperformed its Universe Median for all periods. The Board considered, however, the Adviser’s assertion that Lipper’s analysis did not reflect an appropriate comparative resource because of the differences between the Fund and those in the Lipper Universe. Specifically, the Adviser noted that Strategic Total Return Fund tends to focus on higher credit quality instruments than those reflected in the Universe. As a result, the Board also considered comparative data from Morningstar, Inc. (“Morningstar”). The Board noted that the Fund equalled or beat the 50th percentile of the Morningstar group median during the year-to-date, one- and three-year periods, ended May 31, 2013, although it underperformed for the five-year period.
For the reasons noted above, the Board concluded that continuation of the management agreement for the Fund was in the best interest of the Fund and its shareholders.
| 32 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT |
Trustee Approval of the Management Agreement (Unaudited)
Costs of Services Provided and Profits Realized by the Adviser. Using information provided by Lipper, the Board evaluated the Fund’s actual management fee rate compared to the median management fee rate for other mutual funds similar in size, character and investment strategy (the Fund’s “Expense Group”), and the Fund’s total expense ratio compared to the median total expense ratio of the Fund’s Expense Group.
The Board considered that the Fund’s management fee rate and total expense ratio are both higher than the respective medians of the Fund’s Expense Group. The Board, in its consideration of expenses, also took into account its review of the Fund’s performance as measured by Morningstar.
The Board also reviewed the Adviser’s management fee rates for its institutional separate accounts and for its sub-advised funds (for which the Adviser provides portfolio management services only). The Board took into account the Adviser’s assertion that although, generally, the rates of fees paid by institutional clients were lower than the rates of fees paid by the Fund, the differences reflected the Adviser’s greater level of responsibilities and significantly broader scope of services regarding the Fund, and the more extensive regulatory obligations and risks associated with managing the Fund.
The Board also considered the Adviser’s costs in serving as the Fund’s investment adviser and manager, including costs associated with technology, infrastructure and compliance necessary to manage the Fund. The Board reviewed the Adviser’s methodology for allocating costs among the Adviser’s lines of business. The Board also considered information regarding the structure of the Adviser’s compensation program for portfolio managers, analysts and certain other employees and the relationship of such compensation to the attraction and retention of quality personnel. Finally, the Board reviewed information on the profitability of the Adviser in serving as the Fund’s investment manager and of the Adviser and its affiliates in all of their relationships with the Fund, as well as an explanation of the methodology utilized in allocating various expenses among the Fund and the Adviser’s other business units. Data was provided to the Board with respect to profitability, both on a pre- and post-marketing cost basis. The Board also reviewed the annual report of the Adviser’s parent company and discussed its corporate structure.
After its review of all the matters addressed, including those outlined above, the Board concluded that the rate of management fee paid by the Fund to the Adviser, in light of the nature and quality of the services provided, was reasonable and in the best interests of the Fund’s shareholders.
Economies of Scale and Fee Levels Reflecting Those Economies. In reviewing the Fund’s fees and expenses, the Trustees examined the potential benefits of economies of scale and whether any economies of scale should be reflected in the Fund’s fee structure. They noted that the Fund is a closed-end fund, and has therefore had a relatively stable asset base since commencement of operations and that there do not appear to have been any significant economies of scale realized since that time.
Other Benefits Derived from the Relationship with the Fund. The Board also considered other benefits that accrue to the Adviser and its affiliates from their relationship with the Fund. The Board concluded that the Fund and the Adviser may potentially benefit from their relationship with each other in ways other than through the services to be provided by the Adviser and its affiliates pursuant to their agreements with the Fund and the fees payable by the Fund. The Board also considered the Adviser’s use of a portion of the commissions paid by the Fund on their portfolio brokerage transactions to obtain research products and services benefiting the Fund and/or other clients of the Adviser and concluded, based on reports from the Fund’s Chief Compliance Officer, that the Adviser’s use of “soft” commission dollars to obtain research products and services was consistent with regulatory requirements.
After full consideration of the above factors as well as other factors that were instructive in their consideration, the Trustees, including all of the Independent Trustees, concluded that the continuation of the management agreement with the Adviser was in the best interest of the Fund and its shareholders.
| CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 33 |
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 2014, shareholders will receive Form 1099-DIV which will include their share of qualified dividends and capital gains distributed during the calendar year 2013. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their individual income tax returns.
Under Section 854(b)(2) of the Code, the Fund hereby designates $35,572,472 or the maximum amount allowable under the Code, as qualified dividends for the fiscal year ended October 31, 2013.
Under Section 854(b)(2) of the Code, the Fund hereby designates 56.91% of the ordinary income dividends as income qualifying for the corporate dividends received deduction for the fiscal year ended October 31, 2013.
| 34 | 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 72 years.
The following table sets forth each trustee’s name, age at October 31, 2013, 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 AGE | POSITION(S) WITH 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., 73* | Trustee and President (since 1988) Term Expires 2014 |
22 | Chairman, CEO, and Global Co-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”), and previously Chief Executive Officer, Calamos Financial Services LLC and its predecessor (“CFS”) (until 2013); Director, CAM | |||
| Trustees who are not interested persons of the Fund: | ||||||
| Weston W. Marsh, 63 | Trustee (since 2002) Term Expires 2016 |
22 | Of Counsel and, until December 31, 2005, Partner, Freeborn & Peters LLP (law firm) | |||
| John E. Neal, 63 | Trustee (since 2001) Term Expires 2015 |
22 | Private investor; Director, Equity Residential Trust (publicly-owned REIT) and Creation Investment (private international microfinance company); Partner, Linden LLC (health care private equity) | |||
| William R. Rybak, 62 | Trustee (since 2002) Term Expires 2014 |
22 | Private investor; Director, Christian Brothers Investment Services Inc. (since February 2010); Director, Private Bancorp (since December 2003); formerly Executive Vice President and Chief Financial Officer, Van Kampen Investments, Inc. and subsidiaries (investment manager); Director, Howe Barnes Hoefer & Arnett (until March 2011); Trustee, JNL Series Trust, JNL Investors Series Trust and JNL Variable Fund LLC**; Trustee, Lewis University (since October 2012) | |||
| Stephen B. Timbers, 69 | Trustee (since 2004); Lead Independent Trustee (since 2005) Term Expires 2016 |
22 | Private investor | |||
| David D. Tripple, 69 | Trustee (since 2006) Term Expires 2015 |
22 | Private investor; Trustee, Century Growth Opportunities Fund (since 2010), Century Shares Trust and Century Small Cap Select Fund (since January 2004)*** | |||
| * | Mr. Calamos 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 104 portfolios in fund complex. |
| *** | Overseeing three 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 and CALAMOS Global Dynamic Income Fund. |
The address of each trustee is 2020 Calamos Court, Naperville, Illinois 60563.
| CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 35 |
Trustees and Officers (Unaudited)
Officers. The preceding table gives information about John P. Calamos, Sr., who is President and CEO of the Fund. The following table sets forth each other officer’s name, age at October 31, 2013, 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 AGE | POSITION(S) WITH FUND | PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS | ||
| Gary D. Black, 53 | Vice President (since September 2012) |
Executive Vice President, Global Co-Chief Investment Officer (since August 2012), CAM, CILLC, Calamos Advisors, and CWM; prior thereto CEO, Chief Investment Officer and Founding Member of Black Capital (2009-2012); prior thereto, CEO of Janus Capital Group (2006-2009) | ||
| Nimish S. Bhatt, 50 | Vice President and Chief Financial Officer (since 2007) | Senior Vice President (since 2004), Chief Financial Officer (since May 2011), Head of Fund Administration (since November 2011), CAM, CILLC, Calamos Advisors, CWM; Director, Calamos Global Funds plc (since 2007); prior thereto Director of Operations (2004-2011) | ||
| Curtis Holloway, 46 | Treasurer (since 2010), Prior thereto Assistant Treasurer (2007-2010) |
Vice President, Fund Administration, (since 2013) Calamos Advisors; Vice President, Financial Operation Principal and Head of Fund Administration (since 2013), CFS; Treasurer of Calamos Investment Trust, Calamos Advisors Trust, CHI, CHY, CSQ, CGO and CHW (since June 2010); prior thereto Assistant Treasurer (2007-2010) | ||
| Robert Behan, 48 | Vice President (since September 2013) |
Executive Vice President, Head of Global Distribution (since April 2013), CFS; prior thereto Senior Vice President (2009-2013), Head of Global Distribution (March 2013-April 2013); prior thereto Head of US Intermediary Distribution (2010-2013); prior thereto Head of Strategic Partners Team (2010-2010); prior thereto National Accounts/Retirement Services (2009-2010); prior thereto Vice President, Director of Retirement Services (2008-2009) | ||
| J. Christopher Jackson, 62 | Vice President and Secretary (since 2010) |
Senior Vice President, General Counsel and Secretary, CAM, CILLC, Calamos Advisors and CFS (since 2010); Director, Calamos Global Funds plc (since 2011); Director, Calamos Arista Strategic Master Fund Ltd. and Calamos Arista Strategic Fund Ltd. (since 2013); prior thereto Director, U.S. Head of Retail Legal and Co-Global Head of Retail Legal of Deutsche Bank AG (2006-2010); | ||
| Mark J. Mickey, 62 | Chief Compliance Officer (since 2005) |
Chief Compliance Officer, Calamos Funds (since 2005) | ||
The address of each officer is 2020 Calamos Court, Naperville, Illinois 60563.
Results of Annual Meeting
The Fund held its annual meeting of shareholders on June 21, 2013. The purpose of the annual meeting was to elect two Trustees to the Fund’s board of trustees for a three-year term, or until the trustee’s successor is duly elected and qualified, and to conduct any other lawful business of the Fund. Mr. Weston W. Marsh and Mr. Stephen B. Timbers were nominated for reelection as Trustees, and were elected as such by a plurality vote as follows:
| TRUSTEE NOMINEE | VOTES FOR | VOTES WITHHELD | BROKER NON- VOTES AND ABSTENTIONS |
|||||||||
| Weston W. Marsh | 136,244,901 | 2,148,774 | 0 | |||||||||
| Stephen B. Timbers | 136,202,450 | 2,191,225 | 0 | |||||||||
Messrs. Calamos, Neal, Rybak and Tripple’s terms of office as Trustees continued after the meeting.
| 36 | 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 Directors.
Potential Advantages of Closed-End Fund Investing
| • | Defined Asset Pool Allows Efficient Portfolio Management—Although closed-end fund shares trade actively on a securities exchange, this doesn’t affect the closed-end fund manager because there are no new investors buying into or selling out of the fund’s portfolio. |
| • | More Flexibility in the Timing and Price of Trades—Investors can purchase and sell shares of closed-end funds throughout the trading day, just like the shares of other publicly traded securities. |
| • | Lower Expense Ratios—The expense ratios of closed-end funds are oftentimes less than those of mutual funds. Over time, a lower expense ratio could enhance investment performance. |
| • | Closed-End Structure Makes Sense for Less-Liquid Asset Classes—A closed-end structure makes sense for investors considering less-liquid asset classes, such as high-yield bonds or micro-cap stocks. |
| • | Ability to Put Leverage to Work—Closed-end funds may issue senior securities (such as preferred shares or debentures) or borrow money to “leverage” their investment positions. |
| • | No Minimum Investment Requirements |
OPEN-END MUTUAL FUNDS VERSUS CLOSED-END FUNDS
| OPEN-END FUND |
CLOSED-END FUND | |
| Issues new shares on an ongoing basis | Generally issues a fixed number of shares | |
| Issues common equity shares | Can issue common equity shares and senior securities such as preferred shares and bonds | |
| Sold at NAV plus any sales charge | Price determined by the marketplace | |
| Sold through the fund’s distributor | Traded in the secondary market | |
| Fund redeems shares at NAV calculated at the close of business day | Fund does not redeem shares | |
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.
| CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 37 |
Level Rate Distribution Policy
Using a Level Rate Distribution Policy to Promote Dependable Income and Total Return
The goal of the level rate distribution policy is to provide investors a predictable, though not assured, level of cash flow, which can either serve as a stable income stream or, through reinvestment, contribute significantly to long-term total return.
We understand the importance that investors place on the stability of dividends and their ability to contribute to long-term total return, which is why we have instituted a level rate distribution policy for the Fund. Under the policy, monthly distributions paid may include net investment income, net realized short-term capital gains and, if necessary, return of capital. In addition, a limited number of distributions per calendar year may include net realized long-term capital gains. There is no guarantee that the Fund will realize capital gains in any given year. Distributions are subject to re-characterization for tax purposes after the end of the fiscal year. All shareholders with taxable accounts will receive written notification regarding the components and tax treatment for distributions via Form 1099-DIV.
Distributions from the Fund are generally subject to Federal income taxes. For purposes of maintaining the level rate distribution policy, the Fund may realize short-term capital gains on securities that, if sold at a later date, would have resulted in long-term capital gains. Maintenance of a level rate distribution policy may increase transaction and tax costs associated with the Fund.
Automatic Dividend Reinvestment Plan
Maximizing Investment with an Automatic Dividend Reinvestment Plan
The Automatic Dividend Reinvestment Plan offers a simple, cost-efficient and convenient way to reinvest your dividends and capital gains distributions in additional shares of the Fund, allowing you to increase your investment in the Fund.
Potential Benefits
| • | Compounded Growth: By automatically reinvesting with the Plan, you gain the potential to allow your dividends and capital gains to compound over time. |
| • | Potential for Lower Commission Costs: Additional shares are purchased in large blocks, with brokerage commissions shared among all plan participants. There is no cost to enroll in the Plan. |
| • | Convenience: After enrollment, the Plan is automatic and includes detailed statements for participants. Participants can terminate their enrollment at any time. |
Pursuant to the Plan, unless a shareholder is ineligible or elects otherwise, all dividend and capital gains on common shares distributions are automatically reinvested by 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 Plan Agent, as dividend paying agent, at: Dividend Reinvestment Department, P.O. Box 358016, Pittsburgh, PA 15252. 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.
| 38 | CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT |
Automatic Dividend Reinvestment Plan
The shares are acquired by the Plan Agent for the participant’s account either (i) through receipt of additional common shares from the Fund (“newly issued shares”) or (ii) by purchase of outstanding common shares on the open market (“open-market purchases”) on the NASDAQ or elsewhere. If, on the payment date, the net asset value per share of the common shares is equal to or less than the market price per common share plus estimated brokerage commissions (a “market premium”), the Plan Agent will receive newly issued shares from the Fund for each participant’s account. The number of newly issued common shares to be credited to the participant’s account will be determined by dividing the dollar amount of the dividend or distribution by the greater of (i) the net asset value per common share on the payment date, or (ii) 95% of the market price per common share on the payment date.
If, on the payment date, the net asset value per common share exceeds the market price plus estimated brokerage commissions (a “market discount”), the Plan Agent has a limited period of time to invest the dividend or distribution amount in shares acquired in open-market purchases. The weighted average price (including brokerage commissions) of all common shares purchased by the Plan Agent as Plan Agent will be the price per common share allocable to each participant. If, the Plan Agent is unable to invest the full dividend amount in open-market purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Agent will cease making open-market purchases and will invest the uninvested portion of the dividend or distribution amount in newly issued shares at the close of business on the last purchase date.
The automatic reinvestment of dividends and distributions will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends even though no cash is received by participants.
There are no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or distributions payable either in shares or in cash. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of dividends or distributions. If a participant elects to have the Plan Agent sell part or all of his or her common shares and remit the proceeds, such participant will be charged his or her pro rata share of brokerage commissions on the shares sold, plus a $15 transaction fee. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.
A participant may request the sale of all of the common shares held by the Plan Agent in his or her Plan account in order to terminate participation in the Plan. If such participant elects in advance of such termination to have the Plan Agent sell part or all of his shares, the Plan Agent is authorized to deduct from the proceeds a $15.00 fee plus the brokerage commissions incurred for the transaction. A participant may re-enroll in the Plan in limited circumstances.
The terms and conditions of the Plan may be amended by the Plan Agent or the Fund at any time upon notice are required by the Plan.
This discussion of the Plan is only summary, and is qualified in its entirety to the Terms and Conditions of the Dividend Reinvestment Plan filed as part of the Fund’s registration statement.
For additional information about the Plan, please contact the Plan Agent, 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.
| CALAMOS STRATEGIC TOTAL RETURN FUND ANNUAL REPORT | 39 |
ITEM 2. CODE OF ETHICS.
(a) As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions.
(b) No response required.
(c) The registrant has not amended its Code of Ethics as it relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2 during the period covered by this report.
(d) The registrant has not granted a waiver or an implicit waiver from its Code of Ethics during the period covered by this report.
(e) Not applicable.
(f) (1) The registrant’s Code of Ethics is attached as an Exhibit hereto.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant’s Board of Trustees has determined that, for the period covered by the shareholder report presented in Item 1 hereto, it has four audit committee financial experts serving on its audit committee, each of whom is an independent Trustee for purpose of this N-CSR item: John E. Neal, William R. Rybak, Stephen B. Timbers and David D. Tripple. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert pursuant to this Item. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations and liabilities imposed on such person as a member of audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert pursuant to this Item does not affect the duties, obligations, or liabilities of any other member of the audit committee or board of directors.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
| Fiscal Years Ended |
10/31/2012 | 10/31/2013 | ||||||
| Audit Fees(a) |
$ | 59,653 | $ | 61,105 | ||||
| Audit-Related Fees(b) |
$ | 47,785 | $ | 49,208 | ||||
| Tax Fees(c) |
$ | — | $ | — | ||||
| All Other Fees(d) |
$ | — | $ | — | ||||
|
|
|
|
|
|||||
| Total |
$ | 107,438 | $ | 110,313 | ||||
|
|
|
|
|
|||||
(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 |
10/31/2012 | 10/31/2013 | ||||||
| Registrant |
$ | — | $ | — | ||||
| Investment Adviser |
$ | — | $ | — | ||||
(h) No disclosures are required by this Item 4(h).
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
The registrant has a separately-designated standing audit committee. The members of the registrant’s audit committee are Weston W. Marsh, John E. Neal, William R. Rybak, Stephen B. Timbers, and David D. Tripple.
ITEM 6. SCHEDULE OF INVESTMENTS
Included in the Report to Shareholders in Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
The registrant has delegated authority to vote all proxies relating to the Fund’s portfolio securities to the Fund’s investment advisor, Calamos Advisors LLC (“Calamos Advisors”). The Calamos Advisors Proxy Voting Policies and Procedures are included as an Exhibit hereto.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a)(1) As of the date of this filing, the registrant is lead by a team of investment professionals. The Co-Chief Investment Officers and senior strategy analysts are responsible for the day-to-day management of the registrant’s portfolio:
During the past five years, John P. Calamos, Sr. has been President and Trustee of the Fund and chairman, CEO and Global Co-CIO of the Fund’s investment adviser, Calamos Advisors LLC and its predecessor company (“Calamos Advisors”), and Gary Black became the Executive Vice President, Global Co-CIO of Calamos Advisors as of August 31, 2012. John P. Calamos, Jr., Senior Vice President of Calamos Advisors, joined the firm in 1985 and has held various senior investment positions since that time. Jeff Scudieri joined Calamos Advisors in 1997 and has been a Co-Portfolio Manager, Co-Head of Research since August 2013. Previously, he was a Co-Head of Research and Investments from July 2010 to August 2013. Prior thereto he was a senior strategy analyst between September 2002 and July 2010. Jon Vacko joined Calamos Advisors in 2000 and has been a Co-Portfolio Manager, Co-Head of Research since August 2013. Previously, he was a Co-Head of Research and Investments from July 2010 to August 2013. Prior thereto he was a senior strategy analyst between July 2002 and July 2010. Nick Niziolek joined Calamos Advisors in March 2005 and has been a Co-Portfolio Manager, Co-Head of Research since August 2013. Between March 2013 and August 2013 he was a Co-Portfolio Manager. Between March 2005 and March 2013 he was a senior strategy analyst. John Hillenbrand joined Calamos Advisors in 2002 and since March 2013 is a Co-Portfolio Manager. Between August 2002 and March 2013 he was a senior strategy analyst. Steve Klouda joined Calamos Advisors in 1994 and since March 2013 is a Co-Portfolio Manager. Between July 2002 and March 2013 he was a senior strategy analyst. Dennis Cogan joined Calamos Advisors in March 2005 and since March 2013 is a Co-Portfolio Manager. Between March 2005 and March 2013 he was a senior strategy analyst. Joe Wysocki joined Calamos Advisors in October 2003 and has been a Co-Portfolio Manager since March 2013. Between February 2007 and March 2013 he was a senior strategy analyst.
(a)(2) The portfolio managers also have responsibility for the day-to-day management of accounts other than the registrant. Information regarding these other accounts is set forth below.
NUMBER OF OTHER ACCOUNTS MANAGED AND ASSETS BY ACCOUNT TYPE AS OF OCTOBER 31, 2013
| Registered Investment Companies |
Other
Pooled Investment Vehicles |
Other Accounts | ||||||||||||||||||||||||||||
| Accounts | Assets | Accounts | Assets | Accounts | Assets | |||||||||||||||||||||||||
| John P. Calamos Sr. |
25 | 21,948,608,473 | 9 | 1,515,303,502 | 2,014 | 3,429,331,234 | ||||||||||||||||||||||||
| Gary D. Black |
25 | 21,948,608,473 | 10 | 1,544,295,915 | 2,014 | 3,429,331,234 | ||||||||||||||||||||||||
| Jeff Scudieri |
21 | 18,512,678,494 | 9 | 1,515,303,502 | 2,014 | 3,429,331,234 | ||||||||||||||||||||||||
| Jon Vacko |
21 | 18,512,678,494 | 9 | 1,515,303,502 | 2,014 | 3,429,331,234 | ||||||||||||||||||||||||
| John Hillenbrand |
21 | 18,512,678,494 | 9 | 1,515,303,502 | 2,014 | 3,429,331,234 | ||||||||||||||||||||||||
| Steve Klouda |
21 | 18,512,678,494 | 9 | 1,515,303,502 | 2,014 | 3,429,331,234 | ||||||||||||||||||||||||
| Joe Wysocki |
21 | 18,512,678,494 | 9 | 1,515,303,502 | 2,014 | 3,429,331,234 | ||||||||||||||||||||||||
| Dennis Cogan |
21 | 18,512,678,494 | 9 | 1,515,303,502 | 2,014 | 3,429,331,234 | ||||||||||||||||||||||||
| Nick Niziolek |
21 | 18,512,678,494 | 9 | 1,515,303,502 | 2,014 | 3,429,331,234 | ||||||||||||||||||||||||
Number of Accounts and Assets for which Advisory Fee is Performance Based as of October 31, 2013
| Registered Investment Companies |
Other
Pooled Investment Vehicles |
Other Accounts | ||||||||||||||||||||||||||||
| Accounts | Assets | Accounts | Assets | Accounts | Assets | |||||||||||||||||||||||||
| John P. Calamos Sr. |
3 | 1,354,547,241 | 0 | — | 0 | — | ||||||||||||||||||||||||
| Gary D. Black |
3 | 1,354,547,241 | 1 | 28,992,412 | 0 | — | ||||||||||||||||||||||||
| Jeff Scudieri |
3 | 1,354,547,241 | 0 | — | 0 | — | ||||||||||||||||||||||||
| Jon Vacko |
3 | 1,354,547,241 | 0 | — | 0 | — | ||||||||||||||||||||||||
| John Hillenbrand |
3 | 1,354,547,241 | 0 | — | 0 | — | ||||||||||||||||||||||||
| Steve Klouda |
3 | 1,354,547,241 | 0 | — | 0 | — | ||||||||||||||||||||||||
| Joe Wysocki |
3 | 1,354,547,241 | 0 | — | 0 | — | ||||||||||||||||||||||||
| Dennis Cogan |
3 | 1,354,547,241 | 0 | — | 0 | — | ||||||||||||||||||||||||
| Nick Niziolek |
3 | 1,354,547,241 | 0 | — | 0 | — | ||||||||||||||||||||||||
Other than potential conflicts between investment strategies, the side-by-side management of both the Fund and other accounts may raise potential conflicts of interest due to the interest held by Calamos Advisors in an account and certain trading practices used by the portfolio managers (e.g., cross trades between a Fund and another account and allocation of aggregated trades). Calamos Advisors has developed policies and procedures reasonably designed to mitigate those conflicts. For example, Calamos Advisors will only place cross-trades in securities held by the Fund in accordance with the rules promulgated under the 1940 Act and has adopted policies designed to ensure the fair allocation of securities purchased on an aggregated basis.
The portfolio managers advise certain accounts under a performance fee arrangement. A performance fee arrangement may create an incentive for a portfolio manager to make investments that are riskier or more speculative than would be the case in the absence of performance fees. A performance fee arrangement may result in increased compensation to the portfolio managers from such accounts due to unrealized appreciation as well as realized gains in the client’s account.
(a)(3) Calamos Advisors has developed and implemented a number of incentives that reward the professional staff to ensure that key employees are retained. Calamos Advisors’ senior management has established salary, short and long term incentive programs and benefit programs that we believe are competitive. Calamos Advisors’ incentive programs are based on investment performance, professional performance and an individual’s overall contribution. These goals and measures are established and reviewed on an annual basis during performance reviews. As of October 31, 2013, each portfolio manager receives compensation in the form of an annual base salary and a discretionary target bonus, each payable in cash. Their discretionary target bonus is set at a percentage of the respective base salary. The amounts paid to the portfolio managers and the criteria utilized to determine the amounts are benchmarked against industry specific data provided by a third party analytical agency. The compensation structure does not differentiate between the Funds and other accounts managed by the portfolio managers, and is determined on an overall basis, taking into consideration the performance of the various strategies managed by the portfolio managers. Portfolio performance, as measured by risk-adjusted portfolio performance, is utilized to determine the discretionary target bonus, as well as overall performance of Calamos Advisors. Portfolio managers are eligible to receive annual non-equity awards under a long term incentive compensation program, set at a percentage of the respective base salary.
(a)(4) As of October 31, 2013, 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 | |
| Gary Black |
None | |
| John P. Calamos, Jr. |
None | |
| Dino Dussias |
None | |
| Christopher Hartman |
$1-$10,000 | |
| John Hillenbrand |
None | |
| Jeremy Hughes |
None | |
| Steve Klouda |
None | |
| Bryan Lloyd |
None | |
| Jeff Scudieri |
None | |
| Jon Vacko |
None | |
| Joe Wysocki |
$1-$10,000 |
(b) Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No material changes.
ITEM 11. CONTROLS AND PROCEDURES.
a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and 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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
ITEM 12. EXHIBITS.
(a)(1) Code of Ethics
(a)(2)(i) Certification of Principal Executive Officer.
(a)(2)(ii) Certification of Principal Financial Officer.
(a)(2)(iii) Proxy Voting Policies and Procedures.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Calamos Strategic Total Return Fund | ||
| By: /s/ John P. Calamos, Sr. | ||
|
| ||
| Name: John P. Calamos, Sr. | ||
| Title: Principal Executive Officer | ||
| Date: December 24, 2013 | ||
| By: /s/ Nimish S. Bhatt | ||
|
| ||
| Name: Nimish S. Bhatt | ||
| Title: Principal Financial Officer | ||
| Date: December 24, 2013 | ||
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 24, 2013 | ||
| By: /s/ Nimish S. Bhatt | ||
|
| ||
| Name: Nimish S. Bhatt | ||
| Title: Principal Financial Officer | ||
| Date: December 24, 2013 | ||