UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS 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 NAME AND ADDRESS OF AGENT FOR SERVICE: James S. Hamman, Jr., Secretary, Calamos Advisors LLC, 2020 Calamos Court, Naperville, Illinois 60563 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 245-7200 DATE OF FISCAL YEAR END: October 31, 2006 DATE OF REPORTING PERIOD: July 31, 2006 CALAMOS STRATEGIC TOTAL RETURN FUND ITEM 1. SCHEDULE OF INVESTMENTS July 31, 2006 (UNAUDITED) STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2006 (UNAUDITED) PRINCIPAL AMOUNT VALUE ----------- --------------- CORPORATE BONDS (41.5%) CONSUMER DISCRETIONARY (11.8%) $ 4,470,000 Asbury Automotive Group, Inc. 8.000%, 03/15/14 $ 4,386,188 7,152,000 Aztar Corp.@ 7.875%, 06/15/14 7,634,760 10,151,000 Beazer Homes USA, Inc. 8.375%, 04/15/12 9,998,735 4,470,000 Boyd Gaming Corp. 7.750%, 12/15/12 4,470,000 3,799,000 DIRECTV Financing Company, Inc. 8.375%, 03/15/13 3,998,448 13,856,000 EchoStar Communications Corp.*@ 7.125%, 02/01/16 13,682,800 1,967,000 EchoStar DBS Corporation 6.625%, 10/01/14 1,903,073 5,811,000 GBP EMI Group, PLC 8.250%, 05/20/08 11,614,792 8,046,000 GameStop Corp.@ 8.000%, 10/01/12 8,206,920 13,409,000 General Motors Corp. 7.200%, 01/15/11 11,967,532 17,879,000 Goodyear Tire & Rubber Company@ 7.857%, 08/15/11 16,627,470 7,599,000 Group 1 Automotive, Inc. 8.250%, 08/15/13 7,693,987 8,046,000 Hovnanian Enterprises, Inc.@ 7.750%, 05/15/13 7,261,515 6,258,000 IMAX Corp.@ 9.625%, 12/01/10 6,570,900 8,493,000 Intrawest Corp. 7.500%, 10/15/13 8,503,616 6,802,000 Jarden Corp.@ 9.750%, 05/01/12 7,108,090 2,899,000 Kellwood Company 7.625%, 10/15/17 2,662,053 6,705,000 Landry's Restaurants, Inc.@ 7.500%, 12/15/14 6,252,412 15,421,000 Linens 'n Things, Inc.*@++ 11.132%, 01/15/14 14,380,082 Mandalay Resort Group@ 13,002,000 10.250%, 08/01/07 13,489,575 5,811,000 7.625%, 07/15/13 5,752,890 11,621,000 Meritage Corp.@ 7.000%, 05/01/14 10,168,375 5,364,000 NCL Holding, ASA 10.625%, 07/15/14 5,256,720 4,470,000 Oxford Industries, Inc. 8.875%, 06/01/11 4,514,700 Pinnacle Entertainment, Inc. 8,046,000 8.250%, 03/15/12 8,066,115 4,599,000 8.750%, 10/01/13@ 4,863,442 8,953,000 Reader's Digest Association, Inc. 6.500%, 03/01/11 8,717,984 5,811,000 CAD Rogers Cable, Inc. 7.250%, 12/15/11 5,317,448 PRINCIPAL AMOUNT VALUE ----------- --------------- $11,621,000 Royal Caribbean Cruises, Ltd. 7.500%, 10/15/27 $ 11,225,549 13,409,000 Standard Pacific Corp.@ 9.250%, 04/15/12 12,805,595 1,967,000 Station Casinos, Inc. 6.875%, 03/01/16 1,819,475 4,470,000 Vail Resorts, Inc. 6.750%, 02/15/14 4,268,850 Warner Music Group 16,538,000 7.375%, 04/15/14 16,041,860 2,235,000 GBP 8.125%, 04/15/14 4,300,229 894,000 William Lyon Homes, Inc. 10.750%, 04/01/13 826,950 1,967,000 Wynn Las Vegas, LLC 6.625%, 12/01/14 1,863,733 --------------- 274,222,863 --------------- CONSUMER STAPLES (3.2%) 1,788,000 Alimentation Couche-Tard Inc. 7.500%, 12/15/13 1,792,470 7,599,000 Central Garden & Pet Company 9.125%, 02/01/13 7,845,968 13,186,000 Chiquita Brands International, Inc.@ 7.500%, 11/01/14 11,274,030 10,280,000 Del Monte Foods Company 8.625%, 12/15/12 10,716,900 15,197,000 Jean Coutu Group, Inc.@ 8.500%, 08/01/14 14,266,184 9,833,000 NBTY, Inc. 7.125%, 10/01/15 9,292,185 Spectrum Brands, Inc.@ 12,515,000 7.375%, 02/01/15 9,480,112 5,364,000 8.500%, 10/01/13 4,304,610 4,203,000 WH Intermediate Holdings, Ltd. 9.500%, 04/01/11 4,618,046 --------------- 73,590,505 --------------- ENERGY (5.3%) 10,727,000 Arch Western Finance, LLC 6.750%, 07/01/13 10,271,102 Chesapeake Energy Corp. 6,258,000 6.875%, 01/15/16 6,070,260 3,576,000 7.500%, 06/15/14 3,611,760 4,814,000 Comstock Resources, Inc. 6.875%, 03/01/12 4,549,230 1,967,000 Energy Partners, Ltd. 8.750%, 08/01/10 1,922,743 13,230,000 Giant Industries, Inc.@ 8.000%, 05/15/14 13,230,000 4,470,000 Houston Exploration Company 7.000%, 06/15/13 4,402,950 4,470,000 KCS Energy, Inc. 7.125%, 04/01/12 4,291,200 Petroleo Brasileiro, SA 14,750,000 9.125%, 07/02/13 17,110,000 13,856,000 8.375%, 12/10/18 15,709,240 1,788,000 Premcor Refining Group, Inc. 7.500%, 06/15/15 1,859,919 See accompanying notes to Schedule of Investments 1 STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2006 (UNAUDITED) PRINCIPAL AMOUNT VALUE ----------- --------------- $ 4,470,000 Superior Energy Services, Inc.*@ 6.875%, 06/01/14 $ 4,358,250 10,124,000 Swift Energy Company@ 9.375%, 05/01/12 10,731,440 6,749,000 Whiting Petroleum Corp. 7.250%, 05/01/12 6,732,128 17,879,000 Williams Companies, Inc. 7.750%, 06/15/31 17,655,512 --------------- 122,505,734 --------------- FINANCIALS (3.9%) 35,913,000 Dow Jones TRAC-X North America High Yield Series 6 June 2011 Trust 3*@ 8.125%, 06/29/11 35,329,414 E*TRADE Financial Corporation 17,307,000 7.375%, 09/15/13 17,436,802 11,934,000 7.875%, 12/01/15 12,381,525 3,039,000 8.000%, 06/15/11 3,137,768 13,409,000 Leucadia National Corp. 7.000%, 08/15/13 13,207,865 9,386,000 Senior Housing Properties Trust 8.625%, 01/15/12 9,902,230 --------------- 91,395,604 --------------- HEALTH CARE (3.7%) 4,470,000 Ameripath, Inc. 10.500%, 04/01/13 4,727,025 2,682,000 Angiotech Pharmaceuticals, Inc.* 7.750%, 04/01/14 2,608,245 3,263,000 Bausch & Lomb, Inc. 7.125%, 08/01/28 3,354,805 4,470,000 Bio-Rad Laboratories, Inc. 7.500%, 08/15/13 4,514,700 5,140,000 Biovail Corp. 7.875%, 04/01/10 5,242,800 1,967,000 DaVita, Inc.@ 7.250%, 03/15/15 1,890,779 1,430,000 Omnicare, Inc.@ 6.875%, 12/15/15 1,387,100 9,833,000 Psychiatric Solutions, Inc. 7.750%, 07/15/15 9,587,175 16,985,000 Service Corp. International 6.750%, 04/01/16 15,923,437 15,823,000 Tenet Healthcare Corp.* 9.250%, 02/01/15 14,636,275 11,621,000 Valeant Pharmaceuticals International 7.000%, 12/15/11 11,098,055 12,068,000 Vanguard Health Systems, Inc.@ 9.000%, 10/01/14 11,736,130 --------------- 86,706,526 --------------- INDUSTRIALS (4.5%) 4,917,000 Accuride Corp. 8.500%, 02/01/15 4,597,395 5,945,000 American Airlines, Inc. 7.250%, 02/05/09 5,997,019 2,682,000 Armor Holdings, Inc. 8.250%, 08/15/13 2,816,100 PRINCIPAL AMOUNT VALUE ----------- --------------- $14,750,000 CNH Global, NV 9.250%, 08/01/11 $ 15,616,562 3,129,000 Columbus McKinnon Corp.@ 8.875%, 11/01/13 3,207,225 12,068,000 Cummins, Inc. 9.500%, 12/01/10 12,755,659 1,788,000 FTI Consulting, Inc. 7.625%, 06/15/13 1,814,820 4,470,000 Gardner Denver, Inc. 8.000%, 05/01/13 4,693,500 8,493,000 General Cable Corp. 9.500%, 11/15/10 9,087,510 4,470,000 Greenbrier Companies, Inc. 8.375%, 05/15/15 4,564,988 4,050,000 H&E Equipment Service, Inc.* Y 5.375%, 07/15/16 4,095,563 1,484,000 Hexcel Corporation@ 6.750%, 02/01/15 1,428,350 3,357,000 Manitowoc Company, Inc. 10.500%, 08/01/12 3,642,345 4,470,000 Monitronics International, Inc. 11.750%, 09/01/10 4,419,713 2,682,000 Orbital Sciences Corp.@ 9.000%, 07/15/11 2,842,920 4,470,000 Sequa Corp. 8.875%, 04/01/08 4,676,737 5,140,000 Trinity Industries, Inc. 6.500%, 03/15/14 5,011,500 4,470,000 Wesco Distribution, Inc. 7.500%, 10/15/17 4,458,825 4,470,000 Westinghouse Air Brake Technologies Corporation 6.875%, 07/31/13 4,425,300 4,917,000 Williams Scotsman International, Inc. 8.500%, 10/01/15 4,953,877 --------------- 105,105,908 --------------- INFORMATION TECHNOLOGY (2.5%) 16,335,000 Advanced Micro Devices, Inc.@ 7.750%, 11/01/12 16,437,094 1,989,000 Anixter International, Inc. 5.950%, 03/01/15 1,844,798 1,967,000 Avago Technologies*@ 11.875%, 12/01/15 2,134,195 7,599,000 Celestica, Inc.@ 7.875%, 07/01/11 7,561,005 4,470,000 Freescale Semiconductor, Inc. 7.125%, 07/15/14 4,581,750 4,470,000 Liberty Media Corporation@ 8.250%, 02/01/30 4,410,580 983,000 Sanmina-SCI Corporation@ 8.125%, 03/01/16 963,340 9,386,000 SunGuard Data Systems, Inc.@ 9.125%, 08/15/13 9,632,382 11,630,000 Telcordia Technologies* 10.000%, 03/15/13 9,362,150 --------------- 56,927,294 --------------- See accompanying notes to Schedule of Investments 2 STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2006 (UNAUDITED) PRINCIPAL AMOUNT VALUE ----------- --------------- MATERIALS (3.9%) $ 2,235,000 Agrium, Inc. 7.125%, 05/23/36 $ 2,268,042 Aleris International, Inc. 11,174,000 10.375%, 10/15/10 12,263,465 1,788,000 9.000%, 11/15/14 2,020,440 2,682,000 Century Aluminum Company 7.500%, 08/15/14 2,682,000 7,804,000 Freeport-McMoRan Copper & Gold, Inc.@ 10.125%, 02/01/10 8,350,280 1,967,000 Gibraltar Industries, Inc.* 8.000%, 12/01/15 1,967,000 Ineos Group Holdings, PLC* 12,068,000 EUR 7.875%, 02/15/16 14,452,187 2,235,000 8.500%, 02/15/16@ 2,106,488 8,939,000 IPSCO, Inc. 8.750%, 06/01/13 9,587,077 2,682,000 P.H. Glatfelter Company*@ 7.125%, 05/01/16 2,628,360 7,152,000 U.S. Concrete, Inc.@ 8.375%, 04/01/14 7,116,240 Union Carbide Corp. 9,789,000 7.875%, 04/01/23@ 10,511,232 7,733,000 7.500%, 06/01/25 8,007,653 6,571,000 Westlake Chemical Corporation@ 6.625%, 01/15/16 6,143,885 --------------- 90,104,349 --------------- TELECOMMUNICATION SERVICES (1.6%) Alamosa Holdings, Inc. 11,621,000 8.500%, 01/31/12 12,376,365 4,470,000 11.000%, 07/31/10 4,905,825 1,520,000 Citizens Communications Company 9.000%, 08/15/31 1,565,600 4,023,000 IPCS Escrow Company 11.500%, 05/01/12 4,525,875 4,470,000 Syniverse Technologies, Inc. 7.750%, 08/15/13 4,369,425 8,046,000 Windstream Corp.* 8.625%, 08/01/16 8,408,070 --------------- 36,151,160 --------------- UTILITIES (1.1%) 10,727,000 Edison International 7.730%, 06/15/09 10,941,540 16,091,000 TXU Corp. 6.500%, 11/15/24 14,641,088 --------------- 25,582,628 --------------- TOTAL CORPORATE BONDS (Cost $983,360,892) 962,292,571 --------------- CONVERTIBLE BONDS (16.1%) CONSUMER DISCRETIONARY (3.4%) 280,000 General Motors Corp. 6.250%, 07/15/33 6,022,800 PRINCIPAL AMOUNT VALUE ----------- --------------- $ 9,500,000 GBP Punch Taverns Redwood Jersey Co. Ltd. 5.000%, 12/14/10 $ 18,948,965 United Auto Group, Inc. 10,151,000 3.500%, 04/01/26* 11,001,146 5,849,000 3.500%, 04/01/26@ 6,338,854 32,000,000 Walt Disney Company@ 2.125%, 04/15/23 35,560,000 --------------- 77,871,765 --------------- ENERGY (0.7%) 10,500,000 Cal Dive International, Inc.* 3.250%, 12/15/25 15,500,625 --------------- FINANCIALS (1.6%) 13,500,000 Deutsche Bank Luxembourg S.A. (USA Interactive) *@++[ ] 5.349%, 05/01/12 14,952,600 4,350,000 Host Marriott Corp.* 3.250%, 04/15/24 5,660,437 18,750,000 Travelers Property Casualty Corp. 4.500%, 04/15/32 18,337,500 --------------- 38,950,537 --------------- HEALTH CARE (1.6%) 15,000,000 Advanced Medical Optics, Inc.* 3.250%, 08/01/26 15,956,250 20,000,000 Wyeth@++ 5.109%, 01/15/24 21,360,000 --------------- 37,316,250 --------------- INDUSTRIALS (2.4%) 20,000,000 Allied Waste Industries, Inc.@ 4.250%, 04/15/34 17,975,000 9,000,000 GATX Corp. 7.500%, 02/01/07 10,732,500 16,000,000 Lockheed Martin Corp.++ 4.920%, 08/15/33 19,244,800 7,500,000 Quanta Services, Inc.* 3.750%, 04/30/26 7,603,125 --------------- 55,555,425 --------------- INFORMATION TECHNOLOGY (3.5%) 14,500,000 DST Systems, Inc. 4.125%, 08/15/23 18,487,500 17,000,000 Electronic Data Systems Corp. 3.875%, 07/15/23 17,106,250 8,000,000 Mentor Graphics Corp.* 6.250%, 03/01/26 9,170,000 36,500,000 Vishay Intertechnology, Inc. 3.625%, 08/01/23 36,545,625 --------------- 81,309,375 --------------- MATERIALS (0.9%) 10,700,000 Freeport-McMoRan Copper & Gold, Inc.@ 7.000%, 02/11/11 19,554,250 --------------- UTILITIES (2.0%) 20,000,000 CenterPoint Energy, Inc.@ 3.750%, 05/15/23 24,425,000 See accompanying notes to Schedule of Investments 3 STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2006 (UNAUDITED) PRINCIPAL AMOUNT VALUE ----------- --------------- $ 8,750,000 GBP Scottish & Southern Energy, PLC 3.750%, 10/29/09 $ 22,328,470 --------------- 46,753,470 --------------- TOTAL CONVERTIBLE BONDS (Cost $357,919,773) 372,811,697 --------------- SYNTHETIC CONVERTIBLE SECURITIES (5.8%) CORPORATE BONDS (4.8%) CONSUMER DISCRETIONARY (1.4%) 530,000 Asbury Automotive Group, Inc. 8.000%, 03/15/14 520,063 848,000 Aztar Corp.@ 7.875%, 06/15/14 905,240 1,204,000 Beazer Homes USA, Inc. 8.375%, 04/15/12 1,185,940 530,000 Boyd Gaming Corp. 7.750%, 12/15/12 530,000 451,000 DIRECTV Financing Company, Inc. 8.375%, 03/15/13 474,678 1,644,000 EchoStar Communications Corp.*@ 7.125%, 02/01/16 1,623,450 233,000 EchoStar DBS Corporation 6.625%, 10/01/14 225,428 689,000 GBP EMI Group, PLC 8.250%, 05/20/08 1,377,145 954,000 GameStop Corp.@ 8.000%, 10/01/12 973,080 1,591,000 General Motors Corp. 7.200%, 01/15/11 1,419,967 2,121,000 Goodyear Tire & Rubber Company@ 7.857%, 08/15/11 1,972,530 901,000 Group 1 Automotive, Inc. 8.250%, 08/15/13 912,262 954,000 Hovnanian Enterprises, Inc.@ 7.750%, 05/15/13 860,985 742,000 IMAX Corp.@ 9.625%, 12/01/10 779,100 1,007,000 Intrawest Corp. 7.500%, 10/15/13 1,008,259 807,000 Jarden Corp.@ 9.750%, 05/01/12 843,315 344,000 Kellwood Company 7.625%, 10/15/17 315,884 795,000 Landry's Restaurants, Inc.@ 7.500%, 12/15/14 741,338 1,829,000 Linens 'n Things, Inc. *@++ 11.132%, 01/15/14 1,705,542 Mandalay Resort Group@ 1,543,000 10.250%, 08/01/07 1,600,862 689,000 7.625%, 07/15/13 682,110 1,379,000 Meritage Corp.@ 7.000%, 05/01/14 1,206,625 636,000 NCL Holding, ASA 10.625%, 07/15/14 623,280 PRINCIPAL AMOUNT VALUE ----------- --------------- $ 530,000 Oxford Industries, Inc. 8.875%, 06/01/11 $ 535,300 Pinnacle Entertainment, Inc. 954,000 8.250%, 03/15/12 956,385 546,000 8.750%, 10/01/13@ 577,395 1,062,000 Reader's Digest Association, Inc. 6.500%, 03/01/11 1,034,122 689,000 CAD Rogers Cable, Inc. 7.250%, 12/15/11 630,480 1,379,000 Royal Caribbean Cruises, Ltd. 7.500%, 10/15/27 1,332,074 1,591,000 Standard Pacific Corp.@ 9.250%, 04/15/12 1,519,405 233,000 Station Casinos, Inc. 6.875%, 03/01/16 215,525 530,000 Vail Resorts, Inc. 6.750%, 02/15/14 506,150 Warner Music Group 1,962,000 7.375%, 04/15/14 1,903,140 265,000 GBP 8.125%, 04/15/14 509,871 106,000 William Lyon Homes, Inc. 10.750%, 04/01/13 98,050 233,000 Wynn Las Vegas, LLC 6.625%, 12/01/14 220,768 --------------- 32,525,748 --------------- CONSUMER STAPLES (0.4%) 212,000 Alimentation Couche-Tard Inc. 7.500%, 12/15/13 212,530 901,000 Central Garden & Pet Company 9.125%, 02/01/13 930,283 1,564,000 Chiquita Brands International, Inc.@ 7.500%, 11/01/14 1,337,220 1,220,000 Del Monte Foods Company 8.625%, 12/15/12 1,271,850 1,803,000 Jean Coutu Group, Inc.@ 8.500%, 08/01/14 1,692,566 1,167,000 NBTY, Inc. 7.125%, 10/01/15 1,102,815 Spectrum Brands, Inc.@ 1,485,000 7.375%, 02/01/15 1,124,887 636,000 8.500%, 10/01/13 510,390 499,000 WH Intermediate Holdings, Ltd. 9.500%, 04/01/11 548,276 --------------- 8,730,817 --------------- ENERGY (0.6%) 1,273,000 Arch Western Finance, LLC 6.750%, 07/01/13 1,218,897 Chesapeake Energy Corp. 742,000 6.875%, 01/15/16 719,740 424,000 7.500%, 06/15/14 428,240 571,000 Comstock Resources, Inc. 6.875%, 03/01/12 539,595 233,000 Energy Partners, Ltd. 8.750%, 08/01/10 227,758 1,570,000 Giant Industries, Inc.@ 8.000%, 05/15/14 1,570,000 See accompanying notes to Schedule of Investments 4 STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2006 (UNAUDITED) PRINCIPAL AMOUNT VALUE ----------- --------------- $ 530,000 Houston Exploration Company 7.000%, 06/15/13 $ 522,050 530,000 KCS Energy, Inc. 7.125%, 04/01/12 508,800 Petroleo Brasileiro, SA 1,750,000 9.125%, 07/02/13 2,030,000 1,644,000 8.375%, 12/10/18 1,863,885 212,000 Premcor Refining Group, Inc. 7.500%, 06/15/15 220,527 530,000 Superior Energy Services, Inc.*@ 6.875%, 06/01/14 516,750 1,201,000 Swift Energy Company@ 9.375%, 05/01/12 1,273,060 801,000 Whiting Petroleum Corp. 7.250%, 05/01/12 798,998 2,121,000 Williams Companies, Inc. 7.750%, 06/15/31 2,094,487 --------------- 14,532,787 --------------- FINANCIALS (0.4%) 4,087,000 Dow Jones TRAC-X North America High Yield Series 6 June 2011 Trust 3*@ 8.125%, 06/29/11 4,020,586 E*TRADE Financial Corporation 2,053,000 7.375%, 09/15/13 2,068,397 1,416,000 7.875%, 12/01/15 1,469,100 361,000 8.000%, 06/15/11 372,733 1,591,000 Leucadia National Corp. 7.000%, 08/15/13 1,567,135 1,114,000 Senior Housing Properties Trust 8.625%, 01/15/12 1,175,270 --------------- 10,673,221 --------------- HEALTH CARE (0.4%) 530,000 Ameripath, Inc. 10.500%, 04/01/13 560,475 318,000 Angiotech Pharmaceuticals, Inc.* 7.750%, 04/01/14 309,255 387,000 Bausch & Lomb, Inc. 7.125%, 08/01/28 397,888 530,000 Bio-Rad Laboratories, Inc. 7.500%, 08/15/13 535,300 610,000 Biovail Corp. 7.875%, 04/01/10 622,200 233,000 DaVita, Inc.@ 7.250%, 03/15/15 223,971 170,000 Omnicare, Inc.@ 6.875%, 12/15/15 164,900 1,167,000 Psychiatric Solutions, Inc. 7.750%, 07/15/15 1,137,825 2,015,000 Service Corp. International 6.750%, 04/01/16 1,889,063 1,877,000 Tenet Healthcare Corp.* 9.250%, 02/01/15 1,736,225 1,379,000 Valeant Pharmaceuticals International 7.000%, 12/15/11 1,316,945 PRINCIPAL AMOUNT VALUE ----------- --------------- $ 1,432,000 Vanguard Health Systems, Inc.@ 9.000%, 10/01/14 $ 1,392,620 --------------- 10,286,667 --------------- INDUSTRIALS (0.5%) 583,000 Accuride Corp. 8.500%, 02/01/15 545,105 705,000 American Airlines, Inc. 7.250%, 02/05/09 711,169 318,000 Armor Holdings, Inc. 8.250%, 08/15/13 333,900 1,750,000 CNH Global, NV 9.250%, 08/01/11 1,852,812 371,000 Columbus McKinnon Corp.@ 8.875%, 11/01/13 380,275 1,432,000 Cummins, Inc. 9.500%, 12/01/10 1,513,598 212,000 FTI Consulting, Inc. 7.625%, 06/15/13 215,180 530,000 Gardner Denver, Inc. 8.000%, 05/01/13 556,500 1,007,000 General Cable Corp. 9.500%, 11/15/10 1,077,490 530,000 Greenbrier Companies, Inc. 8.375%, 05/15/15 541,263 480,000 H&E Equipment Service, Inc.* Y 5.375%, 07/15/16 485,400 176,000 Hexcel Corporation@ 6.750%, 02/01/15 169,400 398,000 Manitowoc Company, Inc. 10.500%, 08/01/12 431,830 530,000 Monitronics International, Inc. 11.750%, 09/01/10 524,038 318,000 Orbital Sciences Corp.@ 9.000%, 07/15/11 337,080 530,000 Sequa Corp. 8.875%, 04/01/08 554,512 610,000 Trinity Industries, Inc. 6.500%, 03/15/14 594,750 530,000 Wesco Distribution, Inc. 7.500%, 10/15/17 528,675 530,000 Westinghouse Air Brake Technologies Corporation 6.875%, 07/31/13 524,700 583,000 Williams Scotsman International, Inc. 8.500%, 10/01/15 587,372 --------------- 12,465,049 --------------- INFORMATION TECHNOLOGY (0.3%) 1,938,000 Advanced Micro Devices, Inc.@ 7.750%, 11/01/12 1,950,112 236,000 Anixter International, Inc. 5.950%, 03/01/15 218,890 233,000 Avago Technologies*@ 11.875%, 12/01/15 252,805 901,000 Celestica, Inc.@ 7.875%, 07/01/11 896,495 530,000 Freescale Semiconductor, Inc. 7.125%, 07/15/14 543,250 See accompanying notes to Schedule of Investments 5 STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2006 (UNAUDITED) PRINCIPAL AMOUNT VALUE ----------- --------------- $ 530,000 Liberty Media Corporation@ 8.250%, 02/01/30 $ 522,955 117,000 Sanmina-SCI Corporation@ 8.125%, 03/01/16 114,660 1,114,000 SunGuard Data Systems, Inc.@ 9.125%, 08/15/13 1,143,243 1,380,000 Telcordia Technologies* 10.000%, 03/15/13 1,110,900 --------------- 6,753,310 --------------- MATERIALS (0.5%) 265,000 Agrium, Inc. 7.125%, 05/23/36 268,918 Aleris International, Inc. 1,326,000 10.375%, 10/15/10 1,455,285 212,000 9.000%, 11/15/14 239,560 318,000 Century Aluminum Company 7.500%, 08/15/14 318,000 926,000 Freeport-McMoRan Copper & Gold, Inc.@ 10.125%, 02/01/10 990,820 233,000 Gibraltar Industries, Inc.* 8.000%, 12/01/15 233,000 Ineos Group Holdings, PLC* 1,432,000 EUR 7.875%, 02/15/16 1,714,910 265,000 8.500%, 02/15/16@ 249,762 1,061,000 IPSCO, Inc. 8.750%, 06/01/13 1,137,922 318,000 P.H. Glatfelter Company*@ 7.125%, 05/01/16 311,640 848,000 U.S. Concrete, Inc.@ 8.375%, 04/01/14 843,760 Union Carbide Corp. 1,161,000 7.875%, 04/01/23@ 1,246,659 917,000 7.500%, 06/01/25 949,569 779,000 Westlake Chemical Corporation@ 6.625%, 01/15/16 728,365 --------------- 10,688,170 --------------- TELECOMMUNICATION SERVICES (0.2%) Alamosa Holdings, Inc. 1,379,000 8.500%, 01/31/12 1,468,635 530,000 11.000%, 07/31/10 581,675 180,000 Citizens Communications Company 9.000%, 08/15/31 185,400 477,000 IPCS Escrow Company 11.500%, 05/01/12 536,625 530,000 Syniverse Technologies, Inc. 7.750%, 08/15/13 518,075 954,000 Windstream Corp.* 8.625%, 08/01/16 996,930 --------------- 4,287,340 --------------- UTILITIES (0.1%) 1,273,000 Edison International 7.730%, 06/15/09 1,298,460 PRINCIPAL AMOUNT VALUE ----------- --------------- $ 1,909,000 TXU Corp. 6.500%, 11/15/24 $ 1,736,986 --------------- 3,035,446 --------------- TOTAL CORPORATE BONDS 113,978,555 --------------- NUMBER OF CONTRACTS VALUE ----------- --------------- OPTIONS (0.8%) CONSUMER DISCRETIONARY (0.2%) 300 Garmin, Ltd.# Call, 01/19/08, Strike 100.00 517,500 6,100 Home Depot, Inc.# Call, 01/19/08, Strike 35.00 3,050,000 740 Lowe's Companies, Inc.# Call, 01/19/08, Strike 35.00 151,700 760 Office Depot, Inc.# Call, 01/19/08, Strike 40.00 376,200 --------------- 4,095,400 --------------- CONSUMER STAPLES (0.1%) 1,500 Kroger Company# Call, 01/19/08, Strike 20.00 750,000 635 PepsiCo, Inc.# Call, 01/19/08, Strike 60.00 520,700 --------------- 1,270,700 --------------- ENERGY (0.1%) 460 Anadarko Petroleum Corp.# Call, 01/19/08, Strike 47.50 338,100 315 BJ Services Company# Call, 01/19/08, Strike 40.00 184,275 240 Diamond Offshore Drilling, Inc.# Call, 01/19/08, Strike 85.00 331,200 500 Nabors Industries Ltd.# Call, 01/19/08, Strike 37.50 282,500 215 Petroleo Brasileiro, SA# Call, 01/19/08, Strike 90.00 405,275 360 Schlumberger, Ltd.# Call, 01/19/08, Strike 65.00 487,800 330 Weatherford International, Ltd.# Call, 01/19/08, Strike 55.00 189,750 --------------- 2,218,900 --------------- FINANCIALS (0.1%) 575 Aon Corp.# Call, 01/19/08, Strike 35.00 261,625 1,150 Charles Schwab Corp.# Call, 01/19/08, Strike 17.50 244,375 50 Chicago Mercantile Exchange Holdings, Inc.# Call, 01/19/08, Strike 420.00 554,250 420 CIT Group, Inc.# Call, 01/19/08, Strike 50.00 203,700 650 E*TRADE Financial Corporation# Call, 01/19/08, Strike 25.00 263,250 170 Goldman Sachs Group, Inc.# Call, 01/19/08, Strike 160.00 342,550 See accompanying notes to Schedule of Investments 6 STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2006 (UNAUDITED) NUMBER OF CONTRACTS VALUE ----------- --------------- 360 Lehman Brothers Holdings, Inc.# Call, 01/19/08, Strike 75.00 $ 243,000 430 Merrill Lynch & Company, Inc.# Call, 01/19/08, Strike 70.00 475,150 320 Prudential Financial, Inc.# Call, 01/19/08, Strike 75.00 388,800 550 State Street Corp.# Call, 01/19/08, Strike 60.00 431,750 --------------- 3,408,450 --------------- HEALTH CARE (0.0%) 215 Allergan, Inc.# Call, 01/19/08, Strike 110.00 339,700 590 AmerisourceBergen Corp.# Call, 01/19/08, Strike 47.50 256,650 --------------- 596,350 --------------- INDUSTRIALS (0.0%) 310 Burlington Northern Santa Fe Corp.# Call, 01/19/08, Strike 80.00 229,400 --------------- INFORMATION TECHNOLOGY (0.2%) 550 Agilent Technologies, Inc.# Call, 01/19/08, Strike 35.00 154,000 1,750 Apple Computer, Inc.# Call, 01/19/08, Strike 75.00 2,170,000 1,225 Electronic Data Systems Corp.# Call, 01/19/08, Strike 25.00 376,688 820 Hewlett-Packard Company# Call, 01/19/08, Strike 30.00 553,500 950 Intuit, Inc.# Call, 01/19/08, Strike 27.50 698,250 600 Marvell Technology Group, Ltd.# Call, 01/19/08, Strike 32.50 103,500 800 Motorola, Inc.# Call, 01/19/08, Strike 22.50 316,000 570 National Semiconductor Corp.# Call, 01/19/08, Strike 25.00 239,400 580 NVIDIA Corp.# Call, 01/19/08, Strike 30.00 166,750 740 Paychex, Inc.# Call, 01/19/08, Strike 40.00 199,800 230 Sandisk Corp.# Call, 01/19/08, Strike 65.00 155,250 --------------- 5,133,138 --------------- MATERIALS (0.1%) 320 Alcan, Inc.# Call, 01/19/08, Strike 55.00 163,200 625 Goldcorp, Inc.# Call, 01/19/08, Strike 27.50 518,750 849 Harmony Gold Mining Co, Ltd.# Call, 01/19/08, Strike 15.00 297,150 260 Phelps Dodge Corp.# Call, 01/19/08, Strike 72.50 644,800 230 United States Steel Corp.# Call, 01/19/08, Strike 70.00 261,050 --------------- 1,884,950 --------------- NUMBER OF CONTRACTS VALUE ----------- --------------- TELECOMMUNICATION SERVICES (0.0%) 500 America Movil, S.A. de C.V.# Call, 01/19/08, Strike 40.00 $ 262,500 300 NII Holdings, Inc.# Call, 01/19/08, Strike 55.00 306,000 --------------- 568,500 --------------- TOTAL OPTIONS 19,405,788 --------------- TOTAL SYNTHETIC CONVERTIBLE SECURITIES (Cost $142,281,310) 133,384,343 --------------- NUMBER OF SHARES VALUE ----------- --------------- CONVERTIBLE PREFERRED STOCKS (18.0%) CONSUMER DISCRETIONARY (3.3%) 2,652,400 Ford Motor Company Capital Trust II 6.500% 75,858,640 --------------- CONSUMER STAPLES (1.6%) 1,500,000 Albertson's, Inc. 7.250% 37,485,000 --------------- ENERGY (1.9%) 110,000 Chesapeake Energy Corp. 6.250% 30,802,200 110,000 Hess Corp. 7.000% 14,606,900 --------------- 45,409,100 --------------- FINANCIALS (8.4%) 27,600 Fortis Insurance, N.V. (Assurant, Inc.)*[ ] 7.750% 35,245,200 650,000 Genworth Financial, Inc. 6.000% 23,985,000 725,000 Lazard, Ltd. 6.625% 25,273,500 1,950,000 Lehman Brothers Holdings, Inc. (General Mills, Inc.)[ ] 6.250% 50,836,500 460,000 Merrill Lynch & Co., Inc. (Nuveen Investments, Inc.)[ ] 6.750% 19,347,600 675,000 Metlife, Inc. 6.375% 18,535,500 470,000 National Australia Bank, Ltd. 7.875% 20,680,000 --------------- 193,903,300 --------------- HEALTH CARE (1.5%) 639,000 Schering-Plough Corp. 6.000% 33,905,340 --------------- INDUSTRIALS (0.9%) 6,500,000 GBP BAE Systems, PLC 7.750% 20,599,859 --------------- See accompanying notes to Schedule of Investments 7 STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2006 (UNAUDITED) NUMBER OF SHARES VALUE ----------- --------------- UTILITIES (0.4%) 200,000 Southern Union Company 5.000% $ 10,596,000 --------------- TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $420,597,203) 417,757,239 --------------- COMMON STOCKS (63.2%) CONSUMER DISCRETIONARY (1.8%) 880,000 Grupo Televisa, S.A. 16,297,600 550,000 Home Depot, Inc.@ 19,090,500 375,000 Tupperware Corporation@ 6,472,500 --------------- 41,860,600 --------------- CONSUMER STAPLES (4.6%) 320,000 Altria Group, Inc.@ 25,590,400 700,000 Conagra Foods, Inc. 15,050,000 420,000 Reynolds American, Inc.@ 53,247,600 696,200 Sara Lee Corp.@ 11,765,780 --------------- 105,653,780 --------------- ENERGY (7.2%) 775,000 Chevron Corp. 50,979,500 550,000 ConocoPhillips 37,752,000 250,000 Marathon Oil Corp. 22,660,000 360,000 EUR OMV, AG 22,144,889 295,000 PetroChina Company, Ltd.@ 33,748,000 --------------- 167,284,389 --------------- FINANCIALS (12.9%) 1,372,000 Citigroup, Inc. 66,281,320 250,000 Federal Home Loan Mortgage Corp. 14,465,000 777,000 Federal National Mortgage Association 37,226,070 568,700 General Growth Properties, Inc.@ 25,955,468 400,000 J.P. Morgan Chase & Company 18,248,000 158,074 Lincoln National Corp. 8,959,635 360,000 Wachovia Corp.@ 19,306,800 2,428,000 Washington Mutual, Inc. 108,531,600 --------------- 298,973,893 --------------- HEALTH CARE (13.4%) 4,146,000 Bristol-Myers Squibb Company@ 99,379,620 300,000 Eli Lilly & Company 17,031,000 1,300,000 Johnson & Johnson 81,315,000 1,755,000 Merck & Company, Inc.@ 70,673,850 1,575,000 Pfizer, Inc. 40,934,250 --------------- 309,333,720 --------------- INDUSTRIALS (7.2%) 630,000 Caterpillar, Inc. 44,648,100 819,000 General Electric Company 26,773,110 450,000 Masco Corp.@ 12,028,500 350,000 R.R. Donnelley & Sons Company 10,216,500 435,000 Raytheon Company 19,605,450 375,000 Tyco International, Ltd.@ 9,783,750 1,250,000 Waste Management, Inc. 42,975,000 --------------- 166,030,410 --------------- INFORMATION TECHNOLOGY (8.4%) 1,000,000 Dell, Inc.#@ 21,680,000 615,000 Electronic Data Systems Corp.@ 14,698,500 850,000 Hewlett-Packard Company@ 27,123,500 NUMBER OF SHARES VALUE ----------- --------------- 570,000 Infosys Technologies, Ltd.@ $ 23,421,300 1,382,000 Intel Corp. 24,876,000 1,225,000 Microsoft Corp. 29,436,750 2,725,000 Nokia Corp. 54,091,250 --------------- 195,327,300 --------------- MATERIALS (0.2%) 270,000 RPM International, Inc.@ 5,059,800 --------------- TELECOMMUNICATION SERVICES (7.5%) 3,071,000 AT&T Inc.@ 92,099,290 823,500 CAD BCE Inc. 18,781,068 735,000 Bellsouth Corp. 28,789,950 1,039,000 Verizon Communications, Inc. 35,138,980 --------------- 174,809,288 --------------- TOTAL COMMON STOCKS (Cost $1,388,473,429) 1,464,333,180 --------------- PRINCIPAL AMOUNT VALUE ----------- --------------- SHORT-TERM INVESTMENT (0.3%) COMMERCIAL PAPER (0.3%) $ 6,689,000 Citigroup, Inc 5.230%, 08/01/06 (Cost $6,689,000) 6,689,000 --------------- NUMBER OF SHARES VALUE ----------- --------------- INVESTMENT OF CASH COLLATERAL FOR SECURITIES ON LOAN (23.4%) 542,972,944 Bank of New York Institutional Cash Reserve Fund current rate 5.400% (Cost $542,972,944) 542,972,944 --------------- TOTAL INVESTMENTS (168.3%) (Cost $3,842,294,551) 3,900,240,974 --------------- PAYABLE UPON RETURN OF SECURITIES ON LOAN (-23.4%) (542,972,944) OTHER ASSETS, LESS LIABILITIES (1.7%) 41,293,209 --------------- PREFERRED SHARES AT REDEMPTION VALUE INCLUDING DIVIDENDS PAYABLE (-46.6%) (1,080,697,197) --------------- NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS (100.0%) $ 2,317,864,042 --------------- NOTES TO SCHEDULE OF INVESTMENTS Note: Value for securities denominated in foreign currencies are shown in U.S. dollars. The principal amount for such securities is shown in the respective foreign currency. The date shown on options represents the expiration date of the option contracts. The option contracts may be exercised at any date on or before the date shown. See accompanying notes to Schedule of Investments 8 STRATEGIC TOTAL RETURN FUND SCHEDULE OF INVESTMENTS JULY 31, 2006 (UNAUDITED) * 144A securities are those that are exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities are generally issued to qualified institutional buyers ( "QIBs "), such as the Fund. Any resale of these securities must generally be effected through a sale that is exempt from registration (e.g. a sale to another QIB), or the security must be registered for public sale. At July 31, 2006, the market value of 144A securities that that were not subject to mandatory issuer registration obligations is $224,833,846 or 9.7% of net assets. Y Security purchased on when issued basis. @ Security, or portion of security, is on loan. # Non-income producing security. ++ Variable rate security. The interest rate shown is the rate in effect at July 31, 2006. [ ] Securities exchangeable or convertible into securities of an entity different than the issuer. Such entity is identified in the parenthetical. FOREIGN CURRENCY ABBREVIATIONS CAD Canadian Dollar EUR European Monetary Unit GBP British Pound Sterling See accompanying notes to Schedule of Investments 9 NOTES TO SCHEDULES OF INVESTMENTS (unaudited) 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 will invest primarily in common and preferred stocks and income producing securities such as investment grade and below investment grade debt securities. PORTFOLIO VALUATION. Calamos Advisors LLC values the Fund's portfolio securities in accordance with policies and procedures on the valuation of securities adopted by the Board of Trustees and under the ultimate supervision of the Board of Trustees. Portfolio securities that are traded on U.S. securities exchanges, except option securities, are valued at the last current reported sales price at the time as of which the Fund determines its NAV. Securities traded in the over-the-counter ("OTC") market and quoted on The Nasdaq Stock Market are valued at the Nasdaq Official Closing Price ("NOCP"), as determined by Nasdaq, or lacking a NOCP, the last current reported sale price on Nasdaq at the time as of which the Fund determines its NAV. When a most recent last sale or closing price is not available, portfolio securities, other than option securities, that are traded on a U.S. securities exchange and other securities traded in the OTC market are valued at the mean between the most recent bid and asked quotations in accordance with guidelines adopted by the Board of Trustees. Each option security traded on a U.S. securities exchange is valued at the mid-point of the consolidated bid/ask quote for the option security, also in accordance with guidelines adopted by the Board of Trustees. Each OTC option that is not traded through the Options Clearing Corporation is valued by the counterparty to such option. 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, including any thinly-traded security, junk bond or synthetic convertible instrument, 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, which may include utilizing a systematic fair valuation model provided by an independent pricing service. Securities that are principally traded in a foreign market are valued as of the last current sale price at the time as of which 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, in accordance with guidelines adopted by the Board of Trustees. Trading in securities on European and Far Eastern securities exchanges and OTC markets is normally completed 10 NOTES TO SCHEDULES OF INVESTMENTS (unaudited) at various times before the close of business on each day on which the NYSE is open. Trading of these 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. As stated above, if the market prices are not readily available or are not reflective of a security's fair value, 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 Board of Trustees guidelines and under the ultimate supervision of the Board of Trustees if the value of a foreign security it holds is materially affected by events occurring before their pricing time but after the close of the primary market or exchange on which the security is traded. 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. When fair value pricing of securities is employed, the prices of securities used by the Fund to calculate its NAV may differ from market quotations or official closing prices. INVESTMENT TRANSACTIONS AND INVESTMENT INCOME. Short-term investment transactions are recorded on a trade date basis. Long-term investment transactions are recorded on a trade date plus one basis, except for fiscal quarter ends, which are recorded on trade date. 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. 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 11 NOTES TO SCHEDULES OF INVESTMENTS (unaudited) U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes (due to the changes in the exchange rate) in the value of foreign currency and other assets and liabilities denominated in foreign currencies held at period end. OPTION TRANSACTIONS. For hedging and investment purposes, the Fund may purchase or write (sell) put and call options. One of the risks associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of purchased call options is increased by premiums paid. The proceeds from securities sold through the exercise of purchased put options are decreased by the premiums paid. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current value of the option written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from written options. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a written call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a written put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option. NOTE 2 - INVESTMENTS The following information is presented on an income tax basis as of July 31, 2006. Differences between amounts for financial statements and Federal income tax purposes are primarily due to timing differences. The cost basis of investments for Federal income tax purposes at July 31, 2006 was as follows: Cost basis of investments $3,855,094,063 -------------- Gross unrealized appreciation 238,525,992 Gross unrealized depreciation (193,379,081) -------------- Net unrealized appreciation (depreciation) $ 45,146,911 -------------- 12 NOTES TO SCHEDULES OF INVESTMENTS (unaudited) NOTE 3 - FORWARD FOREIGN CURRENCY CONTRACTS The Fund may engage in portfolio hedging with respect to changes in currency exchange rates by entering into forward foreign currency contracts to purchase or sell currencies. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. Risks associated with such contracts include, among other things, movement in the value of the foreign currency relative to the U.S. dollar and the ability of the counterparty to perform. 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 exchange rates, and an unrealized gain or loss is recorded. The Fund realizes a gain or loss when a position is closed or upon settlement of the contracts. There were no open forward foreign currency contracts at July 31, 2006. NOTE 4 - SYNTHETIC CONVERTIBLE SECURITIES The Fund may establish a "synthetic" convertible instrument by combining separate securities that possess the economic characteristics similar to a convertible security, i.e., fixed-income securities ("fixed-income component", which may be a convertible or non-convertible security) and the right to acquire equity securities ("convertible component"). The fixed-income component is achieved by investing in fixed income securities such as bonds, preferred stocks and money market instruments. The convertible component is achieved by investing in warrants or options to buy common stock at a certain exercise price, or options on a stock index. In establishing a synthetic instrument, the Fund may pool a basket of fixed-income securities and a basket of warrants or options that produce the economic characteristics similar to a convertible security. Within each basket of fixed-income securities and warrants or options, different companies may issue the fixed-income and convertible components, which may be purchased separately and at different times. The Fund may purchase synthetic convertible instruments created by other parties, typically investment banks, including convertible structured notes. Convertible structured notes are fixed-income debentures linked to equity. Convertible structured notes have the attributes of a convertible security; however, the investment bank that issued the convertible note assumes the credit risk associated with the investment, rather than the issuer of the underlying common stock into which the note is convertible. Purchasing synthetic convertible securities may offer more flexibility than purchasing a convertible security. Different companies may issue the fixed-income and convertible components, which may be purchased separately and at different times. NOTE 5 - PREFERRED SHARES There are unlimited shares of Auction Rate Cumulative Preferred Shares ("Preferred Shares") authorized. The Preferred Shares have rights as determined by the Board of Trustees. The 43,200 shares of Preferred Shares outstanding consist of seven series, 7,040 shares of M, 7,040 shares of TU, 7,040 shares of W, 7,040 shares of TH, 7,040 shares of F, 4,000 shares of A, and 4,000 shares of B. The Preferred Shares have a liquidation 13 NOTES TO SCHEDULES OF INVESTMENTS (unaudited) value of $25,000 per share plus any accumulated but unpaid dividends, whether or not declared. Dividends on the Preferred Shares are cumulative at a rate typically reset every seven or twenty-eight days based on the results of an auction. Dividend rates ranged from 3.75% to 5.34% for the nine-month period ended July 31, 2006. Under the 1940 Act, the Fund may not declare dividends or make other distributions on shares of common stock or purchase any such shares if, at the time of the declaration, distribution or purchase, asset coverage with respect to the outstanding Preferred Shares would be less than 200%. The Preferred Shares are redeemable at the Fund's option, in whole or in part, on any dividend payment date at $25,000 per share plus any accumulated but unpaid dividends. The Preferred Shares are also subject to mandatory redemption at $25,000 per share plus any accumulated but unpaid dividends, whether or not declared, if certain requirements relating to the composition of the assets and liabilities of the Fund as set forth in the Statement of Preferences are not satisfied. The holders of Preferred Shares have voting rights equal to the holders of common stock (one vote per share) and will vote together with holders of shares of common stock as a single class except on matters affecting only the holders of Preferred Shares or only the holders of common stock, when the respective classes vote alone. NOTE 6 - INTEREST RATE TRANSACTIONS The Fund may enter into interest rate swap or cap transactions to attempt to protect itself from increasing dividend or interest expense on its leverage resulting from increasing short-term interest rates. A decline in interest rates may result in a decline in the value of the swap or cap, which may result in a decline in the Fund's net asset value. In addition, if the counterparty to an interest rate swap or cap defaults, the Fund would not be able to use the anticipated receipts under the swap or cap to offset the dividend or interest payments on the Fund's leverage. At the time an interest rate swap or cap reaches its scheduled termination, there is a risk that the Fund would not be able to obtain a replacement transaction or that the terms of the replacement would not be as favorable as the expiring transaction. In addition, if the Fund is required to terminate any swap or cap early due to the Fund failing to maintain a required 200% asset coverage of the liquidation value of the outstanding Preferred Shares or the Fund loses its credit rating on its Preferred Shares, then the Fund could be required to make a termination payment, in addition to redeeming all or some of the Preferred Shares. Net unrealized gains are reported as an asset and net unrealized losses are reported as a liability on the Statement of Assets and Liabilities. The change in the value of the swaps, including periodic amounts of interest to be paid or received on swaps is reported as unrealized gains or losses in the Statement of Operations. A realized gain or loss is recorded upon payment or termination of swap agreements. Details of the swap agreements outstanding as of July 31, 2006 were as follows: 14 NOTES TO SCHEDULES OF INVESTMENTS (unaudited) Unrealized Termination Notional Fixed Rate Floating Rate Appreciation Counterparty Date Amount (000) (Fund Pays) (Fund Receives) (Depreciation) ------------ ------------ ------------ ----------- --------------- -------------- Citibank NA June 4, 2007 $150,000 3.61% 1month LIBOR $2,441,539 Citibank NA June 4, 2009 200,000 4.34% 1month LIBOR 5,020,331 ---------- $7,461,870 ========== NOTE 7 - SECURITIES LENDING During the nine-month period ended July 31, 2006, the Fund loaned certain of its' securities to broker-dealers and banks. Any such loan must be continuously secured by collateral in cash or cash equivalents maintained on a current basis in an amount at least equal to the market value of the securities loaned by the Fund. The Fund continues to receive the equivalent of the interest or dividends paid by the issuer on the securities loaned and also receives an additional return that may be in the form of a fixed fee or a percentage of the collateral. The Fund may pay reasonable fees to persons unaffiliated with the Fund for services in arranging these loans. The Fund has the right to call the loan and obtain the securities loaned at any time on notice of not more than five business days. The Fund does not have the right to vote the securities during the existence of the loan but could call the loan in an attempt to permit voting of the securities in certain circumstances. Upon return of the securities loaned, the cash or cash equivalent collateral will be returned to the borrower. In the event of bankruptcy or other default of the borrower, the Fund could experience both delays in liquidating the loan collateral or recovering the loaned securities and losses, including (a) possible decline in the value of the collateral or in the value of the securities loaned during the period while the Fund seeks to enforce its rights thereto, (b) possible subnormal levels of income and lack of access to income during this period, and (c) the expenses of enforcing its rights. In an effort to reduce these risks, Calamos Advisors LLC and the security lending agent will monitor the creditworthiness of the firms to which the Fund lends securities. At July 31, 2006, the Fund had securities valued at $528,243,535 that were on loan to broker-dealers and banks and $542,972,944 in cash or cash equivalent collateral. 15 ITEM 2. 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-Q was recorded, processed, summarized, and reported timely. b) There were no changes in the registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 3. EXHIBITS. (a) Certification of Principal Executive Officer. (b) Certification of Principal Financial Officer. 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: September 22, 2006 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. Calamos Strategic Total Return Fund By: /s/ John P. Calamos, Sr. --------------------------------- Name: John P. Calamos, Sr. Title: Principal Executive Officer Date: September 22, 2006 By: /s/ Patrick H. Dudasik --------------------------------- Name: Patrick H. Dudasik Title: Principal Financial Officer Date: September 22, 2006