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: 811-21319 EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: Calamos Convertible and High Income Fund ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 2020 Calamos Court, Naperville, Illinois 60563-2787 NAME AND ADDRESS OF AGENT FOR SERVICE: James S. Hamman, Jr., Secretary, 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, 2005 DATE OF REPORTING PERIOD: November 1, 2004 through October 31, 2005 ITEM 1. REPORTS TO SHAREHOLDERS Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1). CALAMOS(R) CONVERTIBLE AND HIGH INCOME FUND Annual Report October 31, 2005 (LOGO) CALAMOS INVESTMENTS(R) Table of Contents President's Letter........................................ 1 Performance .............................................. 3 Schedule of Investments .................................. 5 Statement of Assets and Liabilities ...................... 13 Statement of Operations .................................. 14 Statement of Changes In Net Assets ....................... 15 Notes to Financial Statements ............................ 16 Financial Highlights ..................................... 23 Report of Independent Registered Public Accounting Firm .. 24 Tax Information .......................................... 25 Trustee Approval of Management Agreement ................. 26 Trustees & Officers ...................................... 29 President's Letter [PHOTO] For up-to-date information on Calamos Convertible and High Income Fund, please visit www.calamos.com. Here you will find timely portfolio details, our outlook, and special reports. CALAMOS CONVERTIBLE AND HIGH INCOME FUND The views expressed in this report reflect those of Calamos Advisors LLC through December 16, 2005. The manager's views are subject to change at any time based on market and other conditions. This report is submitted for general information for the shareholders of the fund. Dear Shareholder, Thank you for your investment in the CALAMOS CONVERTIBLE AND HIGH INCOME FUND (CHY). We submit for your review this annual shareholder report for the 12-month period ended October 31, 2005. As a reminder, the Fund blends convertible and high-yield securities in a portfolio designed to provide a consistent, attractive monthly distribution while providing investors with some exposure to the upside potential of the equity markets. Because convertible and high-yield securities tend to follow the movements of their companies' equity counterparts more than traditional fixed income securities, the Fund can be viewed as having a significant income component, yet with equity sensitivity. During the 12-month period, the Fund produced a total return of 7.99% at net asset value (NAV), comparing favorably with the annual total return of the convertible market (as represented by the Merrill Lynch Yield Alternatives Index, which declined by - 0.76%), and the high-yield market (as represented by the CSFB High Yield Index, which returned 3.53%). The Fund's market price (which is determined by the secondary market and may be higher or lower than the Fund's NAV) gained 1.83%. Also during this period, the Fund delivered a total of $1.463 per share in monthly distributions to shareholders, comprised of earned income as well as short-term and long-term capital gains. One important development during the year came in June 2005, when we announced the Fund's adoption of a level rate distribution policy. In our opinion, a level rate policy combined with an attractive monthly distribution will benefit long-term investors in the Fund, as we believe that closed-end fund investors consider consistent and significant distributions to be an important component of their long-term total-return goals. (If any distribution exceeds the Fund's net investment company taxable income, the excess will generally be a tax-free return of capital.) As portfolio managers, our job is to focus on delivering to shareholders an attractive long-term total return, which includes a consistent monthly distribution. We believe that by combining convertible- and corporate fixed-income securities that provide significant income as well as exposure to the equity market's upside potential, we can offer our shareholders the potential for long-term wealth creation in a manner consistent with our focus on risk management. Looking ahead, we will strive to deliver to share-holders a dependable distribution that contributes to the Fund's total return while providing current income and limiting downside exposure. Convertible and High Income Fund President's Letter ANNUAL REPORT 1 President's Letter A convenient means to accumulate more shares is via the Fund's dividend reinvestment plan. The plan offers current shareholders an efficient method of purchasing additional shares with a potential for cost savings. For example, if the Fund's shares are trading at a premium, dividends will be automatically reinvested through the plan at NAV or 95% of the market price, whichever is greater; if shares are trading at a discount, dividends will be reinvested by purchasing shares at the market price, below NAV. Please see the Fund's dividend reinvestment plan for more information. We appreciate your investment in the CALAMOS CONVERTIBLE AND HIGH INCOME FUND, and look forward to serving your long-term investment plan in the coming months and years ahead. For up-to-date information on the Fund, details of its dividend reinvestment plan, and other information including our market outlook, please visit www.calamos.com. Sincerely, /s/ John P. Calamos - ------------------- JOHN P. CALAMOS, SR. Chairman, Chief Executive Officer and Co-Chief Investment Officer Convertible and High Income Fund 2 ANNUAL REPORT President's Letter Performance LONG-TERM PERFORMANCE: TOTAL RETURN AS OF OCTOBER 31, 2005 [BAR CHART] 1 Year (as of 10/31/05) Since Inception* CHY Market Price 1.83% 10.72% CHY NAV 7.99% 11.91% VYLD(1) -0.76% 4.26% CSHY(2) 3.53 10.24% * Since inception index data shown above is from 6/1/2003, because comparative index data is available only for full monthly periods. The Fund's since inception data is from the Fund's actual inception date, 5/28/2003. (1) The Merrill Lynch Yield Alternatives Index (VYLD) is comprised of convertible issues of greater than $50 million aggregate market value at issuance and typically with more bond-like attributes and lower equity sensitivity. Source: Russell/Mellon Analytical Services LLC. (2) The CSFB High Yield Index (CSHY) is an unmanaged index of high yield debt securities. Source: Russell/Mellon Analytical Services LLC. SINCE INCEPTION NAV AND MARKET PRICE HISTORY AS OF OCTOBER 31, 2005 [LINE GRAPH] DAILY NAV AND MARKET VALUE NAV MARKET VALUE 05/28/2003 14.33 05/28/2003 15.60 05/29/2003 14.33 05/29/2003 15.53 05/30/2003 14.30 05/30/2003 15.62 06/02/2003 14.32 06/02/2003 15.50 06/03/2003 14.29 06/03/2003 15.66 06/04/2003 14.34 06/04/2003 15.40 06/05/2003 14.36 06/05/2003 15.44 06/06/2003 14.37 06/06/2003 15.50 06/09/2003 14.35 06/09/2003 15.39 06/10/2003 14.35 06/10/2003 15.47 06/11/2003 14.40 06/11/2003 15.50 06/12/2003 14.41 06/12/2003 15.58 06/13/2003 14.41 06/13/2003 15.48 06/16/2003 14.45 06/16/2003 15.50 06/17/2003 14.48 06/17/2003 15.45 06/18/2003 14.50 06/18/2003 15.45 06/19/2003 14.45 06/19/2003 15.46 06/20/2003 14.45 06/20/2003 15.50 06/23/2003 14.40 06/23/2003 15.39 06/24/2003 14.37 06/24/2003 15.20 06/25/2003 14.37 06/25/2003 15.20 06/26/2003 14.38 06/26/2003 15.25 06/27/2003 14.37 06/27/2003 15.34 06/30/2003 14.37 06/30/2003 15.30 07/01/2003 14.35 07/01/2003 15.24 07/02/2003 14.40 07/02/2003 15.25 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 07/03/2003 14.39 07/03/2003 15.30 07/07/2003 14.43 07/07/2003 15.35 07/08/2003 14.47 07/08/2003 15.38 07/09/2003 14.46 07/09/2003 15.32 07/10/2003 14.44 07/10/2003 15.32 07/11/2003 14.46 07/11/2003 15.40 07/14/2003 14.49 07/14/2003 15.39 07/15/2003 14.47 07/15/2003 15.39 07/16/2003 14.43 07/16/2003 15.17 07/17/2003 14.38 07/17/2003 15.25 07/18/2003 14.41 07/18/2003 15.29 07/21/2003 14.40 07/21/2003 15.13 07/22/2003 14.41 07/22/2003 15.03 07/23/2003 14.41 07/23/2003 15.15 07/24/2003 14.34 07/24/2003 15.19 07/25/2003 14.36 07/25/2003 15.13 07/28/2003 14.37 07/28/2003 15.04 07/29/2003 14.32 07/29/2003 14.92 07/30/2003 14.25 07/30/2003 14.99 07/31/2003 14.12 07/31/2003 14.87 08/01/2003 14.05 08/01/2003 15.04 08/04/2003 14.03 08/04/2003 15.01 08/05/2003 13.94 08/05/2003 14.70 08/06/2003 13.90 08/06/2003 14.71 08/07/2003 13.88 08/07/2003 14.99 08/08/2003 13.87 08/08/2003 15.00 08/11/2003 13.90 08/11/2003 14.99 08/12/2003 13.88 08/12/2003 15.03 08/13/2003 13.83 08/13/2003 14.95 08/14/2003 13.66 08/14/2003 14.93 08/15/2003 13.67 08/15/2003 14.90 08/18/2003 13.70 08/18/2003 14.86 08/19/2003 13.78 08/19/2003 14.80 08/20/2003 13.89 08/20/2003 14.81 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 08/21/2003 13.93 08/21/2003 14.87 08/22/2003 13.94 08/22/2003 14.87 08/25/2003 13.94 08/25/2003 14.72 08/26/2003 13.97 08/26/2003 14.73 08/27/2003 14.01 08/27/2003 14.90 08/28/2003 14.07 08/28/2003 14.80 08/29/2003 14.12 08/29/2003 14.87 09/02/2003 14.21 09/02/2003 14.99 09/03/2003 14.28 09/03/2003 14.97 09/04/2003 14.32 09/04/2003 14.92 09/05/2003 14.32 09/05/2003 15.00 09/08/2003 14.37 09/08/2003 14.98 09/09/2003 14.37 09/09/2003 15.01 09/10/2003 14.34 09/10/2003 15.03 09/11/2003 14.34 09/11/2003 15.12 09/12/2003 14.36 09/12/2003 15.25 09/15/2003 14.37 09/15/2003 15.20 09/16/2003 14.27 09/16/2003 15.06 09/17/2003 14.30 09/17/2003 15.03 09/18/2003 14.36 09/18/2003 15.05 09/19/2003 14.39 09/19/2003 15.08 09/22/2003 14.38 09/22/2003 15.10 09/23/2003 14.39 09/23/2003 15.05 09/24/2003 14.36 09/24/2003 15.02 09/25/2003 14.37 09/25/2003 14.99 09/26/2003 14.33 09/26/2003 15.09 09/29/2003 14.38 09/29/2003 15.08 09/30/2003 14.40 09/30/2003 15.25 10/01/2003 14.48 10/01/2003 15.29 10/02/2003 14.50 10/02/2003 15.32 10/03/2003 14.55 10/03/2003 15.42 10/06/2003 14.58 10/06/2003 15.43 10/07/2003 14.63 10/07/2003 15.49 10/08/2003 14.65 10/08/2003 15.54 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 10/09/2003 14.68 10/09/2003 15.53 10/10/2003 14.72 10/10/2003 15.62 10/13/2003 14.75 10/13/2003 15.70 10/14/2003 14.77 10/14/2003 15.72 10/15/2003 14.69 10/15/2003 15.59 10/16/2003 14.75 10/16/2003 15.70 10/17/2003 14.73 10/17/2003 15.83 10/20/2003 14.76 10/20/2003 15.86 10/21/2003 14.77 10/21/2003 15.80 10/22/2003 14.74 10/22/2003 15.55 10/23/2003 14.69 10/23/2003 15.67 10/24/2003 14.66 10/24/2003 15.67 10/27/2003 14.67 10/27/2003 15.79 10/28/2003 14.73 10/28/2003 15.85 10/29/2003 14.72 10/29/2003 15.88 10/30/2003 14.76 10/30/2003 15.89 10/31/2003 14.80 10/31/2003 16.00 11/03/2003 14.81 11/03/2003 15.95 11/04/2003 14.84 11/04/2003 15.81 11/05/2003 14.84 11/05/2003 15.94 11/06/2003 14.84 11/06/2003 15.89 11/07/2003 14.86 11/07/2003 16.04 11/10/2003 14.85 11/10/2003 16.08 11/11/2003 14.82 11/11/2003 16.14 11/12/2003 14.89 11/12/2003 16.38 11/13/2003 14.78 11/13/2003 16.23 11/14/2003 14.75 11/14/2003 16.21 11/17/2003 14.71 11/17/2003 15.99 11/18/2003 14.69 11/18/2003 16.15 11/19/2003 14.72 11/19/2003 15.95 11/20/2003 14.74 11/20/2003 15.72 11/21/2003 14.74 11/21/2003 15.90 11/24/2003 14.79 11/24/2003 15.95 11/25/2003 14.88 11/25/2003 16.10 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 11/26/2003 14.89 11/26/2003 16.32 11/28/2003 14.93 11/28/2003 16.40 12/01/2003 14.98 12/01/2003 16.21 12/02/2003 15.08 12/02/2003 16.48 12/03/2003 15.12 12/03/2003 16.40 12/04/2003 15.17 12/04/2003 16.40 12/05/2003 15.20 12/05/2003 16.55 12/08/2003 15.17 12/08/2003 16.67 12/09/2003 15.13 12/09/2003 16.60 12/10/2003 14.93 12/10/2003 16.64 12/11/2003 14.95 12/11/2003 16.45 12/12/2003 14.94 12/12/2003 16.59 12/15/2003 14.92 12/15/2003 16.64 12/16/2003 14.94 12/16/2003 16.31 12/17/2003 14.97 12/17/2003 16.42 12/18/2003 15.03 12/18/2003 16.74 12/19/2003 15.06 12/19/2003 16.65 12/22/2003 15.12 12/22/2003 16.78 12/23/2003 15.12 12/23/2003 16.63 12/24/2003 15.16 12/24/2003 16.91 12/26/2003 15.15 12/26/2003 16.95 12/29/2003 15.04 12/29/2003 16.88 12/30/2003 15.07 12/30/2003 16.96 12/31/2003 15.09 12/31/2003 16.79 01/02/2004 15.09 01/02/2004 16.51 01/05/2004 15.25 01/05/2004 16.64 01/06/2004 15.35 01/06/2004 16.63 01/07/2004 15.41 01/07/2004 16.71 01/08/2004 15.49 01/08/2004 16.78 01/09/2004 15.53 01/09/2004 16.76 01/12/2004 15.50 01/12/2004 17.00 01/13/2004 15.50 01/13/2004 17.08 01/14/2004 15.51 01/14/2004 17.00 01/15/2004 15.51 01/15/2004 17.05 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 01/16/2004 15.56 01/16/2004 16.94 01/20/2004 15.60 01/20/2004 16.86 01/21/2004 15.68 01/21/2004 17.07 01/22/2004 15.72 01/22/2004 17.10 01/23/2004 15.67 01/23/2004 17.06 01/26/2004 15.68 01/26/2004 17.04 01/27/2004 15.67 01/27/2004 16.90 01/28/2004 15.59 01/28/2004 16.95 01/29/2004 15.52 01/29/2004 16.99 01/30/2004 15.43 01/30/2004 16.98 02/02/2004 15.41 02/02/2004 16.85 02/03/2004 15.37 02/03/2004 16.99 02/04/2004 15.28 02/04/2004 16.88 02/05/2004 15.22 02/05/2004 16.91 02/06/2004 15.26 02/06/2004 17.05 02/09/2004 15.31 02/09/2004 17.04 02/10/2004 15.33 02/10/2004 17.04 02/11/2004 15.28 02/11/2004 16.96 02/12/2004 15.27 02/12/2004 16.83 02/13/2004 15.27 02/13/2004 16.78 02/17/2004 15.31 02/17/2004 16.62 02/18/2004 15.31 02/18/2004 16.51 02/19/2004 15.28 02/19/2004 16.31 02/20/2004 15.23 02/20/2004 16.05 02/23/2004 15.22 02/23/2004 15.60 02/24/2004 15.18 02/24/2004 15.68 02/25/2004 15.19 02/25/2004 16.22 02/26/2004 15.20 02/26/2004 16.18 02/27/2004 15.28 02/27/2004 16.35 03/01/2004 15.33 03/01/2004 16.26 03/02/2004 15.32 03/02/2004 15.99 03/03/2004 15.31 03/03/2004 16.10 03/04/2004 15.32 03/04/2004 16.10 03/05/2004 15.41 03/05/2004 16.35 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 03/08/2004 15.38 03/08/2004 16.45 03/09/2004 15.38 03/09/2004 16.25 03/10/2004 15.32 03/10/2004 16.30 03/11/2004 15.15 03/11/2004 16.18 03/12/2004 15.17 03/12/2004 16.40 03/15/2004 15.11 03/15/2004 16.35 03/16/2004 15.11 03/16/2004 16.24 03/17/2004 15.13 03/17/2004 16.17 03/18/2004 15.14 03/18/2004 16.15 03/19/2004 15.13 03/19/2004 16.17 03/22/2004 15.10 03/22/2004 16.09 03/23/2004 15.07 03/23/2004 16.05 03/24/2004 15.05 03/24/2004 15.95 03/25/2004 15.06 03/25/2004 16.05 03/26/2004 15.09 03/26/2004 16.40 03/29/2004 15.16 03/29/2004 16.40 03/30/2004 15.20 03/30/2004 16.41 03/31/2004 15.25 03/31/2004 16.48 04/01/2004 15.26 04/01/2004 16.77 04/02/2004 15.18 04/02/2004 16.69 04/05/2004 15.23 04/05/2004 16.31 04/06/2004 15.30 04/06/2004 16.10 04/07/2004 15.31 04/07/2004 16.16 04/08/2004 15.29 04/08/2004 16.42 04/12/2004 15.30 04/12/2004 16.50 04/13/2004 15.11 04/13/2004 16.07 04/14/2004 15.06 04/14/2004 15.54 04/15/2004 15.07 04/15/2004 15.37 04/16/2004 15.11 04/16/2004 15.49 04/19/2004 15.09 04/19/2004 15.60 04/20/2004 15.07 04/20/2004 15.34 04/21/2004 15.10 04/21/2004 15.08 04/22/2004 15.17 04/22/2004 15.29 04/23/2004 15.13 04/23/2004 15.08 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 04/26/2004 15.21 04/26/2004 14.80 04/27/2004 15.24 04/27/2004 14.92 04/28/2004 15.14 04/28/2004 15.00 04/29/2004 15.09 04/29/2004 15.19 04/30/2004 15.07 04/30/2004 15.15 05/03/2004 15.05 05/03/2004 15.00 05/04/2004 15.01 05/04/2004 15.13 05/05/2004 15.00 05/05/2004 15.21 05/06/2004 14.89 05/06/2004 14.94 05/07/2004 14.72 05/07/2004 14.30 05/10/2004 14.56 05/10/2004 14.00 05/11/2004 14.55 05/11/2004 14.61 05/12/2004 14.35 05/12/2004 14.70 05/13/2004 14.28 05/13/2004 14.74 05/14/2004 14.26 05/14/2004 14.75 05/17/2004 14.20 05/17/2004 14.65 05/18/2004 14.25 05/18/2004 14.75 05/19/2004 14.32 05/19/2004 14.93 05/20/2004 14.34 05/20/2004 14.90 05/21/2004 14.36 05/21/2004 15.02 05/24/2004 14.43 05/24/2004 14.82 05/25/2004 14.49 05/25/2004 15.15 05/26/2004 14.53 05/26/2004 15.20 05/27/2004 14.57 05/27/2004 15.25 05/28/2004 14.56 05/28/2004 15.27 06/01/2004 14.57 06/01/2004 15.08 06/02/2004 14.59 06/02/2004 15.27 06/03/2004 14.55 06/03/2004 15.15 06/04/2004 14.57 06/04/2004 15.13 06/07/2004 14.68 06/07/2004 15.24 06/08/2004 14.69 06/08/2004 15.35 06/09/2004 14.68 06/09/2004 15.39 06/10/2004 14.71 06/10/2004 15.38 06/14/2004 14.54 06/14/2004 15.19 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 06/15/2004 14.63 06/15/2004 15.13 06/16/2004 14.61 06/16/2004 15.14 06/17/2004 14.65 06/17/2004 15.08 06/18/2004 14.67 06/18/2004 15.22 06/21/2004 14.67 06/21/2004 15.18 06/22/2004 14.70 06/22/2004 15.20 06/23/2004 14.74 06/23/2004 15.07 06/24/2004 14.76 06/24/2004 15.11 06/25/2004 14.75 06/25/2004 15.17 06/28/2004 14.75 06/28/2004 15.24 06/29/2004 14.76 06/29/2004 15.19 06/30/2004 14.80 06/30/2004 15.35 07/01/2004 14.78 07/01/2004 15.40 07/02/2004 14.80 07/02/2004 15.63 07/06/2004 14.82 07/06/2004 15.57 07/07/2004 14.84 07/07/2004 15.60 07/08/2004 14.85 07/08/2004 15.70 07/09/2004 14.88 07/09/2004 15.67 07/12/2004 14.92 07/12/2004 15.76 07/13/2004 14.82 07/13/2004 15.70 07/14/2004 14.84 07/14/2004 15.69 07/15/2004 14.86 07/15/2004 15.69 07/16/2004 14.91 07/16/2004 15.74 07/19/2004 14.89 07/19/2004 15.84 07/20/2004 14.89 07/20/2004 15.78 07/21/2004 14.86 07/21/2004 15.62 07/22/2004 14.85 07/22/2004 15.60 07/23/2004 14.84 07/23/2004 15.64 07/26/2004 14.81 07/26/2004 15.67 07/27/2004 14.77 07/27/2004 15.63 07/28/2004 14.77 07/28/2004 15.72 07/29/2004 14.79 07/29/2004 15.75 07/30/2004 14.81 07/30/2004 15.90 08/02/2004 14.86 08/02/2004 15.87 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 08/03/2004 14.83 08/03/2004 16.00 08/04/2004 14.81 08/04/2004 15.92 08/05/2004 14.78 08/05/2004 15.95 08/06/2004 14.80 08/06/2004 15.97 08/09/2004 14.76 08/09/2004 15.99 08/10/2004 14.83 08/10/2004 15.90 08/11/2004 14.85 08/11/2004 15.94 08/12/2004 14.71 08/12/2004 15.71 08/13/2004 14.73 08/13/2004 15.80 08/16/2004 14.77 08/16/2004 15.84 08/17/2004 14.80 08/17/2004 15.90 08/18/2004 14.83 08/18/2004 15.98 08/19/2004 14.84 08/19/2004 16.02 08/20/2004 14.88 08/20/2004 16.05 08/23/2004 14.89 08/23/2004 16.00 08/24/2004 14.90 08/24/2004 16.03 08/25/2004 14.95 08/25/2004 16.05 08/26/2004 14.95 08/26/2004 16.13 08/27/2004 14.95 08/27/2004 16.13 08/30/2004 14.95 08/30/2004 16.24 08/31/2004 14.99 08/31/2004 16.20 09/01/2004 15.00 09/01/2004 16.14 09/02/2004 15.05 09/02/2004 16.23 09/03/2004 15.05 09/03/2004 16.30 09/07/2004 15.09 09/07/2004 16.18 09/08/2004 15.10 09/08/2004 16.22 09/09/2004 15.12 09/09/2004 16.32 09/10/2004 15.18 09/10/2004 16.44 09/13/2004 15.08 09/13/2004 16.21 09/14/2004 15.09 09/14/2004 16.08 09/15/2004 15.09 09/15/2004 16.15 09/16/2004 15.11 09/16/2004 16.18 09/17/2004 15.16 09/17/2004 16.27 09/20/2004 15.16 09/20/2004 16.35 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 09/21/2004 15.26 09/21/2004 16.35 09/22/2004 15.22 09/22/2004 16.26 09/23/2004 15.26 09/23/2004 16.25 09/24/2004 15.26 09/24/2004 16.26 09/27/2004 15.24 09/27/2004 16.19 09/28/2004 15.27 09/28/2004 16.22 09/29/2004 15.26 09/29/2004 16.16 09/30/2004 15.28 09/30/2004 16.20 10/01/2004 15.31 10/01/2004 16.26 10/04/2004 15.32 10/04/2004 16.30 10/05/2004 15.34 10/05/2004 16.49 10/06/2004 15.37 10/06/2004 16.45 10/07/2004 15.36 10/07/2004 16.46 10/08/2004 15.36 10/08/2004 16.51 10/11/2004 15.35 10/11/2004 16.52 10/12/2004 15.34 10/12/2004 16.57 10/13/2004 15.19 10/13/2004 16.41 10/14/2004 15.16 10/14/2004 16.49 10/15/2004 15.21 10/15/2004 16.53 10/18/2004 15.22 10/18/2004 16.46 10/19/2004 15.21 10/19/2004 16.43 10/20/2004 15.18 10/20/2004 16.44 10/21/2004 15.22 10/21/2004 16.43 10/22/2004 15.23 10/22/2004 16.52 10/25/2004 15.27 10/25/2004 16.52 10/26/2004 15.31 10/26/2004 16.60 10/27/2004 15.38 10/27/2004 16.65 10/28/2004 15.42 10/28/2004 16.73 10/29/2004 15.47 10/29/2004 16.74 11/01/2004 15.51 11/01/2004 16.89 11/02/2004 15.53 11/02/2004 16.92 11/03/2004 15.63 11/03/2004 17.00 11/04/2004 15.73 11/04/2004 17.05 11/05/2004 15.79 11/05/2004 16.58 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 11/08/2004 15.77 11/08/2004 16.28 11/09/2004 15.79 11/09/2004 16.49 11/10/2004 15.72 11/10/2004 16.32 11/11/2004 15.72 11/11/2004 16.46 11/12/2004 15.75 11/12/2004 16.59 11/15/2004 15.79 11/15/2004 16.69 11/16/2004 15.79 11/16/2004 16.72 11/17/2004 15.80 11/17/2004 16.80 11/18/2004 15.84 11/18/2004 16.87 11/19/2004 15.81 11/19/2004 16.77 11/22/2004 15.85 11/22/2004 16.76 11/23/2004 15.88 11/23/2004 16.81 11/24/2004 15.92 11/24/2004 16.84 11/26/2004 15.94 11/26/2004 16.89 11/29/2004 15.92 11/29/2004 16.77 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 11/30/2004 15.87 11/30/2004 16.62 12/01/2004 15.90 12/01/2004 16.69 12/02/2004 15.90 12/02/2004 16.71 12/03/2004 15.92 12/03/2004 16.85 12/06/2004 15.92 12/06/2004 16.99 12/07/2004 15.91 12/07/2004 16.95 12/08/2004 15.92 12/08/2004 17.00 12/09/2004 15.82 12/09/2004 16.89 12/10/2004 15.83 12/10/2004 16.74 12/13/2004 15.89 12/13/2004 16.58 12/14/2004 15.92 12/14/2004 16.44 12/15/2004 15.98 12/15/2004 16.52 12/16/2004 15.99 12/16/2004 16.59 12/17/2004 15.99 12/17/2004 16.77 12/20/2004 16.01 12/20/2004 16.90 12/21/2004 16.03 12/21/2004 16.98 12/22/2004 16.04 12/22/2004 16.97 12/23/2004 16.05 12/23/2004 17.04 12/27/2004 16.06 12/27/2004 17.11 12/28/2004 15.97 12/28/2004 17.04 12/29/2004 15.98 12/29/2004 17.08 12/30/2004 16.00 12/30/2004 17.11 12/31/2004 16.01 12/31/2004 17.18 01/03/2005 16.00 01/03/2005 17.17 01/04/2005 15.96 01/04/2005 17.05 01/05/2005 15.88 01/05/2005 16.84 01/06/2005 15.84 01/06/2005 16.74 01/07/2005 15.85 01/07/2005 16.75 01/10/2005 15.84 01/10/2005 16.82 01/11/2005 15.77 01/11/2005 16.80 01/12/2005 15.78 01/12/2005 16.74 01/13/2005 15.78 01/13/2005 16.72 01/14/2005 15.79 01/14/2005 16.67 01/18/2005 15.81 01/18/2005 16.63 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 01/19/2005 15.78 01/19/2005 16.56 01/20/2005 15.65 01/20/2005 16.50 01/21/2005 15.65 01/21/2005 16.45 01/24/2005 15.65 01/24/2005 16.45 01/25/2005 15.64 01/25/2005 16.31 01/26/2005 15.69 01/26/2005 16.25 01/27/2005 15.72 01/27/2005 16.29 01/28/2005 15.73 01/28/2005 16.41 01/31/2005 15.80 01/31/2005 16.46 02/01/2005 15.83 02/01/2005 16.52 02/02/2005 15.86 02/02/2005 16.57 02/03/2005 15.87 02/03/2005 16.70 02/04/2005 15.94 02/04/2005 16.82 02/07/2005 15.96 02/07/2005 16.92 02/08/2005 15.98 02/08/2005 16.94 02/09/2005 15.93 02/09/2005 17.00 02/10/2005 15.83 02/10/2005 16.91 02/11/2005 15.88 02/11/2005 16.78 02/14/2005 15.93 02/14/2005 16.67 02/15/2005 15.94 02/15/2005 16.56 02/16/2005 15.97 02/16/2005 16.36 02/17/2005 15.95 02/17/2005 16.31 02/18/2005 15.93 02/18/2005 15.96 02/22/2005 15.87 02/22/2005 15.55 02/23/2005 15.90 02/23/2005 15.97 02/24/2005 15.94 02/24/2005 16.09 02/25/2005 16.02 02/25/2005 16.15 02/28/2005 16.00 02/28/2005 16.12 03/01/2005 15.99 03/01/2005 16.16 03/02/2005 15.97 03/02/2005 16.20 03/03/2005 15.97 03/03/2005 16.14 03/04/2005 16.04 03/04/2005 16.18 03/07/2005 16.10 03/07/2005 16.23 03/08/2005 16.09 03/08/2005 16.22 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 03/09/2005 16.00 03/09/2005 16.04 03/10/2005 15.88 03/10/2005 15.75 03/11/2005 15.90 03/11/2005 15.51 03/14/2005 15.90 03/14/2005 15.36 03/15/2005 15.88 03/15/2005 15.20 03/16/2005 15.77 03/16/2005 15.04 03/17/2005 15.73 03/17/2005 15.28 03/18/2005 15.70 03/18/2005 15.13 03/21/2005 15.62 03/21/2005 14.99 03/22/2005 15.55 03/22/2005 15.00 03/23/2005 15.43 03/23/2005 14.72 03/24/2005 15.48 03/24/2005 14.99 03/28/2005 15.48 03/28/2005 14.83 03/29/2005 15.39 03/29/2005 14.97 03/30/2005 15.36 03/30/2005 15.29 03/31/2005 15.37 03/31/2005 15.30 04/01/2005 15.36 04/01/2005 15.15 04/04/2005 15.33 04/04/2005 15.21 04/05/2005 15.39 04/05/2005 15.23 04/06/2005 15.44 04/06/2005 15.38 04/07/2005 15.49 04/07/2005 15.43 04/08/2005 15.48 04/08/2005 15.40 04/11/2005 15.42 04/11/2005 15.36 04/12/2005 15.40 04/12/2005 15.27 04/13/2005 15.22 04/13/2005 15.05 04/14/2005 15.10 04/14/2005 14.87 04/15/2005 14.96 04/15/2005 14.75 04/18/2005 14.95 04/18/2005 14.75 04/19/2005 15.00 04/19/2005 14.98 04/20/2005 15.02 04/20/2005 14.97 04/21/2005 15.11 04/21/2005 15.16 04/22/2005 15.13 04/22/2005 15.24 04/25/2005 15.16 04/25/2005 15.29 04/26/2005 15.10 04/26/2005 15.21 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 04/27/2005 15.04 04/27/2005 15.33 04/28/2005 15.01 04/28/2005 15.50 04/29/2005 15.02 04/29/2005 15.27 05/02/2005 15.04 05/02/2005 15.43 05/03/2005 15.01 05/03/2005 15.56 05/04/2005 15.11 05/04/2005 15.77 05/05/2005 15.07 05/05/2005 15.72 05/06/2005 15.05 05/06/2005 15.67 05/09/2005 15.08 05/09/2005 15.71 05/10/2005 15.06 05/10/2005 15.67 05/11/2005 14.90 05/11/2005 15.66 05/12/2005 14.84 05/12/2005 15.55 05/13/2005 14.72 05/13/2005 15.48 05/16/2005 14.69 05/16/2005 15.33 05/17/2005 14.64 05/17/2005 15.26 05/18/2005 14.73 05/18/2005 15.42 05/19/2005 14.82 05/19/2005 15.50 05/20/2005 14.85 05/20/2005 15.69 05/23/2005 14.96 05/23/2005 15.76 05/24/2005 14.98 05/24/2005 15.72 05/25/2005 15.04 05/25/2005 15.76 05/26/2005 15.11 05/26/2005 15.95 05/27/2005 15.18 05/27/2005 16.03 05/31/2005 15.23 05/31/2005 16.14 06/01/2005 15.31 06/01/2005 16.03 06/02/2005 15.42 06/02/2005 15.92 06/03/2005 15.42 06/03/2005 16.11 06/06/2005 15.42 06/06/2005 16.15 06/07/2005 15.44 06/07/2005 16.16 06/08/2005 15.42 06/08/2005 16.21 06/09/2005 15.40 06/09/2005 16.17 06/10/2005 15.42 06/10/2005 16.20 06/13/2005 15.30 06/13/2005 15.95 06/14/2005 15.37 06/14/2005 15.97 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 06/15/2005 15.40 06/15/2005 15.98 06/16/2005 15.44 06/16/2005 16.06 06/17/2005 15.46 06/17/2005 16.17 06/20/2005 15.44 06/20/2005 16.23 06/21/2005 15.45 06/21/2005 16.21 06/22/2005 15.43 06/22/2005 16.24 06/23/2005 15.40 06/23/2005 16.36 06/24/2005 15.38 06/24/2005 16.34 06/27/2005 15.39 06/27/2005 16.35 06/28/2005 15.42 06/28/2005 16.38 06/29/2005 15.43 06/29/2005 16.35 06/30/2005 15.45 06/30/2005 16.38 07/01/2005 15.47 07/01/2005 16.48 07/05/2005 15.51 07/05/2005 16.58 07/06/2005 15.48 07/06/2005 16.67 07/07/2005 15.46 07/07/2005 16.72 07/08/2005 15.52 07/08/2005 16.76 07/11/2005 15.61 07/11/2005 16.76 07/12/2005 15.70 07/12/2005 16.83 07/13/2005 15.56 07/13/2005 16.54 07/14/2005 15.57 07/14/2005 16.56 07/15/2005 15.58 07/15/2005 16.56 07/18/2005 15.59 07/18/2005 16.49 07/19/2005 15.61 07/19/2005 16.55 07/20/2005 15.65 07/20/2005 16.61 07/21/2005 15.60 07/21/2005 16.48 07/22/2005 15.66 07/22/2005 16.59 07/25/2005 15.66 07/25/2005 16.53 07/26/2005 15.68 07/26/2005 16.42 07/27/2005 15.71 07/27/2005 16.52 07/28/2005 15.76 07/28/2005 16.60 07/29/2005 15.76 07/29/2005 16.73 08/01/2005 15.75 08/01/2005 16.68 08/02/2005 15.79 08/02/2005 16.68 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 08/03/2005 15.80 08/03/2005 16.67 08/04/2005 15.79 08/04/2005 16.59 08/05/2005 15.73 08/05/2005 16.37 08/08/2005 15.70 08/08/2005 16.40 08/09/2005 15.73 08/09/2005 16.59 08/10/2005 15.75 08/10/2005 16.68 08/11/2005 15.70 08/11/2005 16.55 08/12/2005 15.71 08/12/2005 16.40 08/15/2005 15.72 08/15/2005 16.30 08/16/2005 15.67 08/16/2005 16.29 08/17/2005 15.65 08/17/2005 16.24 08/18/2005 15.61 08/18/2005 16.22 08/19/2005 15.64 08/19/2005 16.17 08/22/2005 15.66 08/22/2005 16.30 08/23/2005 15.68 08/23/2005 16.26 08/24/2005 15.67 08/24/2005 16.35 08/25/2005 15.69 08/25/2005 16.39 08/26/2005 15.68 08/26/2005 16.42 08/29/2005 15.70 08/29/2005 16.38 08/30/2005 15.69 08/30/2005 16.36 08/31/2005 15.73 08/31/2005 16.43 09/01/2005 15.79 09/01/2005 16.57 09/02/2005 15.79 09/02/2005 16.62 09/06/2005 15.86 09/06/2005 16.62 09/07/2005 15.89 09/07/2005 16.62 09/08/2005 15.85 09/08/2005 16.67 09/09/2005 15.91 09/09/2005 16.74 09/12/2005 15.89 09/12/2005 16.71 09/13/2005 15.75 09/13/2005 16.57 09/14/2005 15.75 09/14/2005 16.50 09/15/2005 15.75 09/15/2005 16.41 09/16/2005 15.79 09/16/2005 16.49 09/19/2005 15.77 09/19/2005 16.48 09/20/2005 15.73 09/20/2005 16.32 DAILY NAV AND MARKET VALUE NAV MARKET VALUE 09/21/2005 15.68 09/21/2005 16.32 09/22/2005 15.63 09/22/2005 16.30 09/23/2005 15.64 09/23/2005 16.24 09/26/2005 15.71 09/26/2005 16.30 09/27/2005 15.71 09/27/2005 16.21 09/28/2005 15.72 09/28/2005 16.12 09/29/2005 15.75 09/29/2005 16.29 09/30/2005 15.76 09/30/2005 16.39 10/03/2005 15.77 10/03/2005 16.39 10/04/2005 15.70 10/04/2005 16.43 10/05/2005 15.58 10/05/2005 16.25 10/06/2005 15.47 10/06/2005 16.21 10/07/2005 15.50 10/07/2005 16.15 10/10/2005 15.44 10/10/2005 16.22 10/11/2005 15.39 10/11/2005 16.18 10/12/2005 15.16 10/12/2005 15.63 10/13/2005 15.05 10/13/2005 15.25 10/14/2005 15.10 10/14/2005 15.51 10/17/2005 15.16 10/17/2005 15.60 10/18/2005 15.13 10/18/2005 15.54 10/19/2005 15.16 10/19/2005 15.53 10/20/2005 15.06 10/20/2005 15.56 10/21/2005 15.08 10/21/2005 15.74 10/24/2005 15.16 10/24/2005 15.80 10/25/2005 15.17 10/25/2005 15.81 10/26/2005 15.14 10/26/2005 15.74 10/27/2005 15.07 10/27/2005 15.68 10/28/2005 15.10 10/28/2005 15.69 10/31/2005 15.21 10/31/2005 15.52 AVERAGE ANNUAL TOTAL RETURN + AS OF OCTOBER 31, 2005 COMMON SHARES -- INCEPTION 5/28/2003 1 YEAR SINCE INCEPTION On Market Price 1.83% 10.72% On NAV 7.99% 11.91% PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. You can purchase or sell common shares 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. Due to ongoing market volatility, performance is subject to substantial short-term fluctuations. + Total return measures net investment income and capital gain or loss from portfolio investments, assuming reinvestment of income and capital gains distributions. Convertible and High Income Fund Performance ANNUAL REPORT 3 Performance FUND SECTOR ALLOCATION AS OF OCTOBER 31, 2005 [BAR CHART] CONSUMER DISCRETIONARY 18.6% FINANCIALS 13.4% INDUSTRIALS 13.0% ENERGY 11.5% HEALTH CARE 10.4% INFORMATION TECHNOLOGY 8.9% MATERIALS 8.5% CONSUMER STAPLES 7.6% UTILITIES 6.4% TELECOMMUNICATION SERVICES 1.7% Sector allocations are based on total investments (excluding security lending collateral and short-term investments) and may vary over time. FUND ASSET ALLOCATION AS OF OCTOBER 31, 2005 [PIE CHART] SHORT-TERM INVESTMENTS 0.7% CONVERTIBLE SECURITIES 36.5% CORPORATE BONDS 62.8% Convertible and High Income Fund 4 ANNUAL REPORT Performance Schedule of Investments OCTOBER 31, 2005 PRINCIPAL AMOUNT VALUE - --------------- ------------- CORPORATE BONDS (89.3%) CONSUMER DISCRETIONARY (19.1%) Asbury Automotive Group, Inc.+ $ 2,859,000 9.000%, 06/15/12 $ 2,837,558 9,529,000 Beazer Homes USA, Inc. 8.375%, 04/15/12 9,779,136 4,764,000 Broder Bros. Co. 11.250%, 10/15/10 4,430,520 4,764,000 DEX Media, Inc. 8.000%, 11/15/13 4,871,190 12,493,000GBP EMI Group, PLC 9.750%, 05/20/08 23,950,157 762,000 General Motors Corp.+ 7.125%, 07/15/13 605,790 Goodyear Tire & Rubber Company+ 6,670,000 7.857%, 08/15/11 6,403,200 4,764,000 7.000%, 03/15/28 3,846,930 1,143,000 GSC Holdings Corp. (Gamestop, Inc.)*+ 8.000%, 10/01/12 1,117,283 8,862,000 Hasbro, Inc. 6.600%, 07/15/28 8,949,503 6,003,000 Houghton Mifflin Company+ 9.875%, 02/01/13 6,228,112 3,812,000 IMAX Corp. 9.625%, 12/01/10 4,097,900 3,812,000 Inn of the Mountain Gods 12.000%, 11/15/10 4,097,900 4,764,000 Interpublic Group of Companies, Inc. 7.250%, 08/15/11 4,668,720 2,859,000 Intrawest Corp. 7.500%, 10/15/13 2,923,328 J.C. Penney Company, Inc. 1,906,000 9.000%, 08/01/12 2,185,576 1,429,000 7.650%, 08/15/16+ 1,572,490 4,288,000 Jarden Corp.+ 9.750%, 05/01/12 4,352,320 3,059,000 Kellwood Company 7.625%, 10/15/17 2,747,594 3,573,000 La Quinta, Corp. 8.875%, 03/15/11 3,832,042 3,335,000 Landry's Restaurants, Inc.+ 7.500%, 12/15/14 3,084,875 2,859,000 Mandalay Resort Group+ 7.625%, 07/15/13 2,951,918 11,271,000 Oxford Industries, Inc. 8.875%, 06/01/11 11,609,130 953,000 Pinnacle Entertainment, Inc.+ 8.250%, 03/15/12 950,618 4,764,000 Rent-A-Center, Inc.+ 7.500%, 05/01/10 4,561,530 3,573,000CAD Rogers Cable, Inc. 7.250%, 12/15/11 3,139,890 4,288,000CAD Rogers Wireless, Inc. 7.625%, 12/15/11 3,893,726 11,339,000 Royal Caribbean Cruises, Ltd.+ 7.500%, 10/15/27 11,764,212 4,764,000 Russell Corp. 9.250%, 05/01/10 4,823,550 8,195,000 Vail Resorts, Inc. 6.750%, 02/15/14 8,195,000 6,670,000 Warnaco Group, Inc.+ 8.875%, 06/15/13 7,220,275 Warner Music Group 1,906,000GBP 8.125%, 04/15/14 3,483,261 1,906,000 7.375%, 04/15/14 1,867,880 WCI Communities, Inc.+ 6,194,000 7.875%, 10/01/13 5,899,785 2,859,000 6.625%, 03/15/15 2,465,888 ------------- 179,408,787 ------------- CONSUMER STAPLES (7.3%) 1,906,000 Central Garden & Pet Company 9.125%, 02/01/13 2,010,830 5,241,000 Chattem, Inc. 7.000%, 03/01/14 5,319,615 4,288,000 Chiquita Brands International, Inc. 7.500%, 11/01/14 4,062,880 5,389,000 Del Monte Foods Company 8.625%, 12/15/12 5,766,230 Dole Food Company, Inc. 4,615,000 8.875%, 03/15/11 4,799,600 4,250,000 8.625%, 05/01/09 4,414,688 2,153,000 Gold Kist, Inc. 10.250%, 03/15/14 2,422,125 12,864,000 Jean Coutu Group, Inc.+ 8.500%, 08/01/14 11,995,680 4,288,000 NBTY, Inc.* 7.125%, 10/01/15 4,202,240 3,812,000 Pinnacle Foods Holding+ 8.250%, 12/01/13 3,545,160 6,098,000 Playtex Products, Inc. 8.000%, 03/01/11 6,395,277 5,241,000 Revlon, Inc.+ 9.500%, 04/01/11 4,939,642 1,906,000 Smithfield Foods, Inc. 7.750%, 05/15/13 2,015,595 4,907,000 Spectrum Brands, Inc.+ 8.500%, 10/01/13 4,465,370 2,002,000 WH Intermediate Holdings, Ltd. 9.500%, 04/01/11 2,182,180 ------------- 68,537,112 ------------- ENERGY (11.4%) 8,576,000 Arch Western Finance, LLC+ 6.750%, 07/01/13 8,661,760 Chesapeake Energy Corp.+ 3,812,000 6.875%, 01/15/16 3,878,710 1,906,000 7.750%, 01/15/15 2,029,890 Convertible and High Income Fund Schedule of Investments ANNUAL REPORT 5 See accompanying Notes to Schedule of Investments. Schedule of Investments OCTOBER 31, 2005 PRINCIPAL AMOUNT VALUE - ------------ ------------- $ 4,764,000 Forest Oil Corp.+ 8.000%, 12/15/11 $ 5,228,490 5,908,000 General Maritime Corp. 10.000%, 03/15/13 6,528,340 Giant Industries, Inc. 5,717,000 8.000%, 05/15/14 5,945,680 1,906,000 11.000%, 05/15/12 2,129,955 10,815,000 Houston Exploration Company 7.000%, 06/15/13 10,896,112 4,383,000 KCS Energy, Inc. 7.125%, 04/01/12 4,492,575 2,606,000 Lone Star Technologies, Inc. 9.000%, 06/01/11 2,762,360 2,859,000 Massey Energy Company 6.950%, 03/01/07 2,901,885 4,407,000 Paramount Resources Ltd. 8.500%, 01/31/13 4,539,210 Petroleo Brasileiro, SA 7,147,000 8.375%, 12/10/18+ 7,897,435 4,764,000 9.125%, 07/02/13 5,454,780 16,675,000 Premcor Refining Group, Inc. 7.500%, 06/15/15 17,842,250 953,000 Stone Energy Corp.+ 6.750%, 12/15/14 910,115 2,859,000 Swift Energy Company+ 7.625%, 07/15/11 2,923,328 6,194,000 Whiting Petroleum Corp. 7.250%, 05/01/12 6,271,425 5,717,000 Williams Companies, Inc. 7.750%, 06/15/31 6,067,166 ------------- 107,361,466 ------------- FINANCIALS (5.1%) E*TRADE Financial Corporation* 7,242,000 7.375%, 09/15/13 7,169,580 1,334,000 8.000%, 06/15/11 1,360,680 4,574,000 Fairfax Financial Holdings, Ltd.+ 7.750%, 04/26/12 4,231,160 Host Marriott Corp.+ 10,482,000 7.125%, 11/01/13 10,678,537 2,001,000 9.250%, 10/01/07 2,126,063 11,435,000 Leucadia National Corp. 7.000%, 08/15/13 11,549,350 Senior Housing Properties Trust 5,098,000 7.875%, 04/15/15 5,391,135 4,764,000 8.625%, 01/15/12 5,264,220 ------------- 47,770,725 ------------- HEALTH CARE (7.7%) 9,538,000 Alpharma, Inc. 8.625%, 05/01/11 10,253,350 15,508,000 Ameripath, Inc.+ 10.500%, 04/01/13 16,205,860 13,912,000 Bausch & Lomb, Inc. 7.125%, 08/01/28 14,738,456 2,859,000 Beverly Enterprises, Inc. 7.875%, 06/15/14 3,144,900 2,859,000 Psychiatric Solutions, Inc. 7.750%, 07/15/15 2,959,065 6,194,000 Quintiles Transnational Corp. 10.000%, 10/01/13 6,867,598 9,624,000 Tenet Healthcare Corp.* 9.250%, 02/01/15 9,166,860 2,568,000 Valeant Pharmaceuticals International 7.000%, 12/15/11 2,516,640 6,670,000 Vanguard Health Systems, Inc. 9.000%, 10/01/14 6,986,825 ------------- 72,839,554 ------------- INDUSTRIALS (13.5%) 2,620,000 Accuride Corp. 8.500%, 02/01/15 2,489,000 5,717,000 American Airlines, Inc. 7.250%, 02/05/09 5,402,565 2,382,000 Armor Holdings, Inc. 8.250%, 08/15/13 2,584,470 BE Aerospace, Inc. 2,859,000 8.875%, 05/01/11+ 3,009,098 1,906,000 8.500%, 10/01/10 2,072,775 16,199,000 CNH Global, NV 9.250%, 08/01/11 17,130,442 1,429,000 Columbus McKinnon Corp.* 8.875%, 11/01/13 1,443,290 15,722,000 Esterline Technologies Corp. 7.750%, 06/15/13 16,468,795 3,335,000 Gardner Denver, Inc.* 8.000%, 05/01/13 3,485,075 1,429,000 GATX Corp.+ 8.875%, 06/01/09 1,580,514 3,783,000 General Cable Corp.+ 9.500%, 11/15/10 4,009,980 3,335,000 Greenbrier Companies, Inc. 8.375%, 05/15/15 3,443,387 JLG Industries, Inc. 7,242,000 8.250%, 05/01/08 7,748,940 3,335,000 8.375%, 06/15/12+ 3,535,100 2,859,000 Legrand Holding, SA 8.500%, 02/15/25 3,416,505 4,141,000 Manitowoc Company, Inc. 10.500%, 08/01/12 4,658,625 12,387,000 Mobile Mini, Inc. 9.500%, 07/01/13 13,687,635 4,764,000 Monitronics International, Inc. 11.750%, 09/01/10 4,710,405 2,287,000 Orbital Sciences Corp. 9.000%, 07/15/11 2,487,113 Sequa Corp. 6,670,000 8.875%, 04/01/08 6,870,100 1,906,000 9.000%, 08/01/09 1,987,005 Convertible and High Income Fund 6 ANNUAL REPORT Schedule of Investments See accompanying Notes to Schedule of Investments. Schedule of Investments OCTOBER 31, 2005 PRINCIPAL AMOUNT VALUE - ------------ ------------- Terex Corp. $ 6,670,000 9.250%, 07/15/11 $ 7,153,575 5,836,000 7.375%, 01/15/14 5,836,000 1,906,000 Wesco Distribution Inc.* 7.500%, 10/15/17 1,913,148 ------------- 127,123,542 ------------- INFORMATION TECHNOLOGY (8.2%) 9,529,000 Advanced Micro Devices, Inc. 7.750%, 11/01/12 9,576,645 2,611,000 Arrow Electronics, Inc. 6.875%, 06/01/18 2,720,299 Celestica, Inc.+ 8,099,000 7.625%, 07/01/13 7,916,772 3,812,000 7.875%, 07/01/11 3,792,940 1,906,000 Flextronics International, Ltd. 6.500%, 05/15/13 1,920,295 4,764,000 Freescale Semiconductor, Inc. 7.125%, 07/15/14 5,020,065 1,906,000 GBP Iron Mountain, Inc.* 7.250%, 04/15/14 3,238,674 4,907,000 Lucent Technologies, Inc. 6.500%, 01/15/28 4,195,485 3,812,000 Stratus Technologies, Inc. 10.375%, 12/01/08 3,869,180 8,195,000 SunGard Data Systems Inc.* 9.125%, 08/15/13 8,358,900 6,670,000 Telcordia Technologies*+ 10.000%, 03/15/13 5,902,950 19,534,000 Xerox Corp.+ 7.625%, 06/15/13 20,608,370 ------------- 77,120,575 ------------- MATERIALS (11.5%) Aleris International, Inc. 4,955,000 10.375%, 10/15/10 5,438,112 3,675,000 9.000%, 11/15/14 3,766,875 4,764,000 Ball Corp. 6.875%, 12/15/12 4,859,280 18,124,000 Equistar Chemicals, LP 10.625%, 05/01/11 19,845,780 12,244,000 Freeport-McMoRan Copper & Gold, Inc. 10.125%, 02/01/10 13,529,620 14,293,000 Georgia-Pacific Corp.+ 8.000%, 01/15/14 15,436,440 5,717,000 IPSCO, Inc. 8.750%, 06/01/13 6,345,870 8,576,000 Neenah Paper, Inc.+ 7.375%, 11/15/14 8,018,560 12,387,000 Polyone Corp.+ 10.625%, 05/15/10 12,201,195 Pope & Talbot, Inc. 2,430,000 8.375%, 06/01/13 1,907,550 1,906,000 8.375%, 06/01/13 1,496,210 4,764,000 Sealed Air Corp.* 6.875%, 07/15/33 4,846,570 1,906,000 Texas Industries, Inc.* 7.250%, 07/15/13 1,991,770 Union Carbide Corp.+ 4,621,000 7.875%, 04/01/23 4,995,939 3,097,000 7.500%, 06/01/25 3,257,297 ------------- 107,937,068 ------------- TELECOMMUNICATION SERVICES (1.9%) 5,717,000 AT&T Corp. 9.750%, 11/15/31 6,989,033 6,670,000 Sprint Nextel Corporation+ 7.375%, 08/01/15 7,065,664 4,288,000 Syniverse Technologies, Inc.* 7.750%, 08/15/13 4,341,600 ------------- 18,396,297 ------------- UTILITIES (3.6%) 4,764,000 Centerpoint Energy, Inc.+ 6.850%, 06/01/15 5,115,050 Edison International+ 5,717,000 9.875%, 04/15/11 6,688,890 3,812,000 10.000%, 08/15/08 4,202,730 4,764,000 Public Service Enterprise Group, Inc. 8.625%, 02/15/08 4,966,470 12,006,000 Teco Energy, Inc. 7.500%, 06/15/10 12,786,390 ------------- 33,759,530 ------------- TOTAL CORPORATE BONDS (Cost $820,718,983) 840,254,656 ============= CONVERTIBLE BONDS (16.0%) Consumer Discretionary (2.3%) 3,250,000 Deutsche Bank, LUX (USA Interactive)*++ 3.893%, 05/01/12 3,800,469 6,500,000 Lamar Advertising Company+ 2.875%, 12/31/10 6,955,000 2,125,000 Lions Gate Entertainment Corp. 3.625%, 03/15/25 2,018,750 9,000,000 Walt Disney Company 2.125%, 04/15/23 9,168,750 ------------- 21,942,969 ------------- ENERGY (1.2%) 9,000,000 Cal Dive International, Inc.* 3.250%, 12/15/25 11,137,500 ------------- HEALTH CARE (3.3%) 10,500,000 Emdeon Corp.* 3.125%, 09/01/25 9,266,250 6,500,000 Invitrogen Corp.* 3.250%, 06/15/25 6,134,375 8,000,000 LifePoint Hospitals, Inc.*+ 3.250%, 08/15/25 7,600,000 Convertible and High Income Fund Schedule of Investments ANNUAL REPORT 7 See accompanying Notes to Schedule of Investments. Schedule of Investments OCTOBER 31, 2005 PRINCIPAL AMOUNT VALUE - ------------ ------------- $ 8,000,000 Wyeth+ ++ 3.320%, 01/15/24 $ 8,240,720 ------------- 31,241,345 ------------- INDUSTRIALS (3.4%) 11,500,000 GATX Corp. 7.500%, 02/01/07 13,843,125 6,400,000 Lockheed Martin Corp.++ 3.540%, 08/15/33 6,747,776 3,500,000 Quanta Services, Inc. 4.500%, 10/01/23 4,221,875 13,000,000 Roper Industries, Inc.+ 1.481%, 01/15/34 6,938,750 ------------- 31,751,526 ------------- INFORMATION TECHNOLOGY (3.8%) 6,500,000 Advanced Micro Devices, Inc.+ 4.750%, 02/01/22 7,150,000 4,000,000 CSG Systems International, Inc. 2.500%, 06/15/24 4,205,000 5,500,000 DST Systems, Inc.+ 4.125%, 08/15/23 7,026,250 7,800,000 Liberty Media Corp.+ 3.500%, 01/15/31 7,605,000 6,500,000 LSI Logic Corp. 4.000%, 05/15/10 6,345,625 3,000,000 Openwave Systems, Inc.+ 2.750%, 09/09/08 3,435,000 ------------- 35,766,875 ------------- TELECOMMUNICATION SERVICES (0.4%) Liberty Media Corp. (Sprint PCS Group) 4,142,000 3.750%, 02/15/30 2,293,632 1,974,000 4.000%, 11/15/29 1,174,530 ------------- 3,468,162 ------------- UTILITIES (1.6%) 6,500,000 CenterPoint Energy, Inc. 3.750%, 05/15/23 7,938,125 3,500,000 GBP Scottish and Southern Energy, PLC 3.750%, 10/29/09 7,094,005 ------------- 15,032,130 ------------- TOTAL CONVERTIBLE BONDS (Cost $149,129,041) 150,340,507 ============= SYNTHETIC CONVERTIBLE SECURITIES (5.2%) CORPORATE BONDS (4.4%) CONSUMER DISCRETIONARY (0.9%) 141,000 Asbury Automotive Group, Inc.+ 9.000%, 06/15/12 139,943 471,000 Beazer Homes USA, Inc. 8.375%, 04/15/12 483,364 236,000 Broder Bros. Co. 11.250%, 10/15/10 219,480 236,000 DEX Media, Inc. 8.000%, 11/15/13 241,310 618,000 GBP EMI Group, PLC 9.750%, 05/20/08 1,184,759 38,000 General Motors Corp.+ 7.125%, 07/15/13 30,210 Goodyear Tire & Rubber Company+ 330,000 7.857%, 08/15/11 316,800 236,000 7.000%, 03/15/28 190,570 57,000 GSC Holdings Corp. (Gamestop, Inc.)*+ 8.000%, 10/01/12 55,718 438,000 Hasbro, Inc. 6.600%, 07/15/28 442,325 297,000 Houghton Mifflin Company+ 9.875%, 02/01/13 308,137 188,000 IMAX Corp. 9.625%, 12/01/10 202,100 188,000 Inn of the Mountain Gods 12.000%, 11/15/10 202,100 236,000 Interpublic Group of Companies, Inc. 7.250%, 08/15/11 231,280 141,000 Intrawest Corp. 7.500%, 10/15/13 144,173 J.C. Penney Company, Inc. 94,000 9.000%, 08/01/12 107,788 71,000 7.650%, 08/15/16+ 78,129 212,000 Jarden Corp.+ 9.750%, 05/01/12 215,180 151,000 Kellwood Company 7.625%, 10/15/17 135,628 177,000 La Quinta, Corp. 8.875%, 03/15/11 189,832 165,000 Landry's Restaurants, Inc.+ 7.500%, 12/15/14 152,625 141,000 Mandalay Resort Group+ 7.625%, 07/15/13 145,583 557,000 Oxford Industries, Inc. 8.875%, 06/01/11 573,710 47,000 Pinnacle Entertainment, Inc.+ 8.250%, 03/15/12 46,883 236,000 Rent-A-Center, Inc.+ 7.500%, 05/01/10 225,970 177,000 CAD Rogers Cable, Inc. 7.250%, 12/15/11 155,544 212,000 CAD Rogers Wireless, Inc. 7.625%, 12/15/11 192,507 561,000 Royal Caribbean Cruises, Ltd.+ 7.500%, 10/15/27 582,037 236,000 Russell Corp. 9.250%, 05/01/10 238,950 405,000 Vail Resorts, Inc. 6.750%, 02/15/14 405,000 330,000 Warnaco Group, Inc.+ 8.875%, 06/15/13 357,225 Warner Music Group 94,000 GBP 8.125%, 04/15/14 171,787 Convertible and High Income Fund 8 ANNUAL REPORT Schedule of Investments See accompanying Notes to Schedule of Investments. Schedule of Investments OCTOBER 31, 2005 PRINCIPAL AMOUNT VALUE - ------------ ------------- $ 94,000 7.375%, 04/15/14 $ 92,120 WCI Communities, Inc.+ 306,000 7.875%, 10/01/13 291,465 141,000 6.625%, 03/15/15 121,613 ------------- 8,871,845 ------------- CONSUMER STAPLES (0.3%) 94,000 Central Garden & Pet Company 9.125%, 02/01/13 99,170 259,000 Chattem, Inc. 7.000%, 03/01/14 262,885 212,000 Chiquita Brands International, Inc. 7.500%, 11/01/14 200,870 266,000 Del Monte Foods Company 8.625%, 12/15/12 284,620 Dole Food Company, Inc. 228,000 8.875%, 03/15/11 237,120 210,000 8.625%, 05/01/09 218,138 106,000 Gold Kist, Inc. 10.250%, 03/15/14 119,250 636,000 Jean Coutu Group, Inc.+ 8.500%, 08/01/14 593,070 212,000 NBTY, Inc.* 7.125%, 10/01/15 207,760 188,000 Pinnacle Foods Holding+ 8.250%, 12/01/13 174,840 302,000 Playtex Products, Inc. 8.000%, 03/01/11 316,722 259,000 Revlon, Inc.+ 9.500%, 04/01/11 244,108 94,000 Smithfield Foods, Inc. 7.750%, 05/15/13 99,405 243,000 Spectrum Brands, Inc.+ 8.500%, 10/01/13 221,130 99,000 WH Intermediate Holdings, Ltd. 9.500%, 04/01/11 107,910 ------------- 3,386,998 ------------- ENERGY (0.6%) 424,000 Arch Western Finance, LLC+ 6.750%, 07/01/13 428,240 Chesapeake Energy Corp.+ 188,000 6.875%, 01/15/16 191,290 94,000 7.750%, 01/15/15 100,110 236,000 Forest Oil Corp.+ 8.000%, 12/15/11 259,010 292,000 General Maritime Corp. 10.000%, 03/15/13 322,660 Giant Industries, Inc. 283,000 8.000%, 05/15/14 294,320 94,000 11.000%, 05/15/12 105,045 535,000 Houston Exploration Company 7.000%, 06/15/13 539,012 217,000 KCS Energy, Inc. 7.125%, 04/01/12 222,425 129,000 Lone Star Technologies, Inc. 9.000%, 06/01/11 136,740 141,000 Massey Energy Company 6.950%, 03/01/07 143,115 218,000 Paramount Resources Ltd. 8.500%, 01/31/13 224,540 Petroleo Brasileiro, SA 353,000 8.375%, 12/10/18+ 390,065 236,000 9.125%, 07/02/13 270,220 825,000 Premcor Refining Group, Inc. 7.500%, 06/15/15 882,750 47,000 Stone Energy Corp.+ 6.750%, 12/15/14 44,885 141,000 Swift Energy Company+ 7.625%, 07/15/11 144,173 306,000 Whiting Petroleum Corp. 7.250%, 05/01/12 309,825 283,000 Williams Companies, Inc. 7.750%, 06/15/31 300,334 ------------- 5,308,759 ------------- FINANCIALS (0.2%) E*TRADE Financial Corporation* 358,000 7.375%, 09/15/13 354,420 66,000 8.000%, 06/15/11 67,320 226,000 Fairfax Financial Holdings, Ltd.+ 7.750%, 04/26/12 209,060 Host Marriott Corp.+ 518,000 7.125%, 11/01/13 527,712 99,000 9.250%, 10/01/07 105,188 565,000 Leucadia National Corp. 7.000%, 08/15/13 570,650 Senior Housing Properties Trust 252,000 7.875%, 04/15/15 266,490 236,000 8.625%, 01/15/12 260,780 ------------- 2,361,620 ------------- HEALTH CARE (0.4%) 472,000 Alpharma, Inc. 8.625%, 05/01/11 507,400 767,000 Ameripath, Inc.+ 10.500%, 04/01/13 801,515 688,000 Bausch & Lomb, Inc. 7.125%, 08/01/28 728,871 141,000 Beverly Enterprises, Inc. 7.875%, 06/15/14 155,100 141,000 Psychiatric Solutions, Inc. 7.750%, 07/15/15 145,935 306,000 Quintiles Transnational Corp. 10.000%, 10/01/13 339,278 476,000 Tenet Healthcare Corp.* 9.250%, 02/01/15 453,390 127,000 Valeant Pharmaceuticals International 7.000%, 12/15/11 124,460 Convertible and High Income Fund Schedule of Investments ANNUAL REPORT 9 See accompanying Notes to Schedule of Investments. Schedule of Investments OCTOBER 31, 2005 PRINCIPAL AMOUNT VALUE - ------------ ------------- $ 330,000 Vanguard Health Systems, Inc. 9.000%, 10/01/14 $ 345,675 ------------- 3,601,624 ------------- INDUSTRIALS (0.7%) 130,000 Accuride Corp. 8.500%, 02/01/15 123,500 283,000 American Airlines, Inc. 7.250%, 02/05/09 267,435 118,000 Armor Holdings, Inc. 8.250%, 08/15/13 128,030 BE Aerospace, Inc. 141,000 8.875%, 05/01/11+ 148,402 94,000 8.500%, 10/01/10 102,225 801,000 CNH Global, NV 9.250%, 08/01/11 847,057 71,000 Columbus McKinnon Corp.* 8.875%, 11/01/13 71,710 778,000 Esterline Technologies Corp. 7.750%, 06/15/13 814,955 165,000 Gardner Denver, Inc.* 8.000%, 05/01/13 172,425 71,000 GATX Corp.+ 8.875%, 06/01/09 78,528 187,000 General Cable Corp.+ 9.500%, 11/15/10 198,220 165,000 Greenbrier Companies, Inc. 8.375%, 05/15/15 170,362 JLG Industries, Inc. 358,000 8.250%, 05/01/08 383,060 165,000 8.375%, 06/15/12+ 174,900 141,000 Legrand Holding, SA 8.500%, 02/15/25 168,495 205,000 Manitowoc Company, Inc. 10.500%, 08/01/12 230,625 613,000 Mobile Mini, Inc. 9.500%, 07/01/13 677,365 236,000 Monitronics International, Inc. 11.750%, 09/01/10 233,345 113,000 Orbital Sciences Corp. 9.000%, 07/15/11 122,888 Sequa Corp. 330,000 8.875%, 04/01/08 339,900 94,000 9.000%, 08/01/09 97,995 Terex Corp. 330,000 9.250%, 07/15/11 353,925 289,000 7.375%, 01/15/14 289,000 94,000 Wesco Distribution Inc.* 7.500%, 10/15/17 94,353 ------------- 6,288,700 ------------- INFORMATION TECHNOLOGY (0.4%) 471,000 Advanced Micro Devices, Inc. 7.750%, 11/01/12 473,355 129,000 Arrow Electronics, Inc. 6.875%, 06/01/18 134,400 Celestica, Inc.+ 401,000 7.625%, 07/01/13 391,977 188,000 7.875%, 07/01/11 187,060 94,000 Flextronics International, Ltd. 6.500%, 05/15/13 94,705 236,000 Freescale Semiconductor, Inc. 7.125%, 07/15/14 248,685 94,000 GBP Iron Mountain, Inc.* 7.250%, 04/15/14 159,725 243,000 Lucent Technologies, Inc. 6.500%, 01/15/28 207,765 188,000 Stratus Technologies, Inc. 10.375%, 12/01/08 190,820 405,000 SunGard Data Systems Inc.* 9.125%, 08/15/13 413,100 330,000 Telcordia Technologies*+ 10.000%, 03/15/13 292,050 966,000 Xerox Corp.+ 7.625%, 06/15/13 1,019,130 ------------- 3,812,772 ------------- MATERIALS (0.6%) Aleris International, Inc. 245,000 10.375%, 10/15/10 268,888 182,000 9.000%, 11/15/14 186,550 236,000 Ball Corp. 6.875%, 12/15/12 240,720 896,000 Equistar Chemicals, LP 10.625%, 05/01/11 981,120 606,000 Freeport-McMoRan Copper & Gold, Inc. 10.125%, 02/01/10 669,630 707,000 Georgia-Pacific Corp.+ 8.000%, 01/15/14 763,560 283,000 IPSCO, Inc. 8.750%, 06/01/13 314,130 424,000 Neenah Paper, Inc.+ 7.375%, 11/15/14 396,440 613,000 Polyone Corp.+ 10.625%, 05/15/10 603,805 Pope & Talbot, Inc. 120,000 8.375%, 06/01/13 94,200 94,000 8.375%, 06/01/13 73,790 236,000 Sealed Air Corp.* 6.875%, 07/15/33 240,090 94,000 Texas Industries, Inc.* 7.250%, 07/15/13 98,230 Convertible and High Income Fund 10 ANNUAL REPORT Schedule of Investments See accompanying Notes to Schedule of Investments. Schedule of Investments OCTOBER 31, 2005 PRINCIPAL AMOUNT VALUE - ------------ ------------- Union Carbide Corp.+ $ 229,000 7.875%, 04/01/23 $ 247,581 153,000 7.500%, 06/01/25 160,919 ------------- 5,339,653 ------------- TELECOMMUNICATION SERVICES (0.1%) 283,000 AT&T Corp. 9.750%, 11/15/31 345,967 330,000 Sprint Nextel Corporation+ 7.375%, 08/01/15 349,576 212,000 Syniverse Technologies, Inc.* 7.750%, 08/15/13 214,650 ------------- 910,193 ------------- UTILITIES (0.2%) 236,000 Centerpoint Energy, Inc.+ 6.850%, 06/01/15 253,390 Edison International+ 283,000 9.875%, 04/15/11 331,110 188,000 10.000%, 08/15/08 207,270 236,000 Public Service Enterprise Group, Inc. 8.625%, 02/15/08 246,030 594,000 Teco Energy, Inc. 7.500%, 06/15/10 632,610 ------------- 1,670,410 ------------- TOTAL CORPORATE BONDS 41,552,574 ============= NUMBER OF CONTRACTS VALUE - ------------ ------------- OPTIONS (0.8%) CONSUMER DISCRETIONARY (0.3%) 600 eBay, Inc.# Call, 01/20/07, Strike 42.50 336,000 2,900 YUM! Brands, Inc.# Call, 01/20/07, Strike 50.00 2,015,500 ------------- 2,351,500 ------------- FINANCIALS (0.1%) 2,500 Allstate Corp.# Call, 01/20/07, Strike 55.00 1,125,000 HEALTH CARE (0.2%) 2,000 UnitedHealth Group Incorporated# Call, 01/20/07, Strike 52.50 2,260,000 ------------- INFORMATION TECHNOLOGY (0.2%) 5,100 Nokia Corp.# Call, 01/20/07, Strike 15.00 1,596,300 ------------- TOTAL OPTIONS 7,332,800 ------------- TOTAL SYNTHETIC CONVERTIBLE SECURITIES (Cost $47,652,828) 48,885,374 ============= NUMBER OF SHARES VALUE - ------------ ------------- CONVERTIBLE PREFERRED STOCKS (30.7%) CONSUMER DISCRETIONARY (3.6%) 1,067,300 Ford Motor Company Capital Trust II 6.500% $ 34,036,197 ------------- CONSUMER STAPLES (3.1%) 1,190,000 Albertson's, Inc. 7.250% 28,798,000 ------------- ENERGY (3.0%) 125,000 Amerada Hess Corp. 7.000% 13,320,000 102,700 Chesapeake Energy Corp.* 5.000% 14,942,850 ------------- 28,262,850 ------------- FINANCIALS (13.5%) 635,000 Chubb Corp. 7.000% 21,355,050 19,000,000 Fortis, NV (Assurant)* 7.750% 21,066,250 Hartford Financial Services 215,000 Group, Inc. 7.000% 15,389,700 350,000 Lazard Ltd. 6.625% 8,921,500 450,000 Lehman Brothers Holdings, Inc. 6.250% 11,758,500 230,000 Merrill Lynch & Company, Inc. 6.750% 8,826,250 325,000 Metlife, Inc. 6.375% 8,888,750 570,000 National Australia Bank, Ltd. 7.875% 23,176,200 150,000 Washington Mutual, Inc. 5.375% 7,575,000 ------------- 126,957,200 ------------- HEALTH CARE (3.0%) 370,000 Baxter International, Inc. 3.500% 20,042,900 145,000 Schering-Plough Corp. 6.000% 7,644,400 ------------- 27,687,300 ------------- INDUSTRIALS (0.9%) 3,000,000 GBP BAE Systems, PLC 7.750% 8,750,303 ------------- UTILITIES (3.6%) 80,000 Southern Union Company 5.000% 3,956,000 375,000 TXU Corp. 4.060% 30,157,500 ------------- 34,113,500 ------------- TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $272,367,612) 288,605,350 ============= Convertible and High Income Fund Schedule of Investments ANNUAL REPORT 11 See accompanying Notes to Schedule of Investments. Schedule of Investments OCTOBER 31, 2005 PRINCIPAL AMOUNT VALUE - ------------ -------------- SHORT-TERM INVESTMENT (0.9%) $ 8,809,000 Citigroup, Inc. 3.940%, 11/01/05 (Cost $8,809,000) $ 8,809,000 -------------- NUMBER OF SHARES VALUE - ------------ --------------- INVESTMENT OF CASH COLLATERAL FOR SECURITIES ON LOAN (17.6%) 165,899,284 Bank of New York Institutional Cash Reserve Fund current rate 4.023% (Cost $165,899,284) 165,899,284 --------------- TOTAL INVESTMENTS (159.7%) (Cost $1,464,576,748) $ 1,502,794,171 =============== PAYABLE UPON RETURN OF SECURITIES ON LOAN (-17.6%) (165,899,284) --------------- OTHER ASSETS, LESS LIABILITIES (3.6%) 34,086,616 --------------- PREFERRED SHARES AT REDEMPTION VALUE INCLUDING DIVIDENDS PAYABLE (-45.7%) (430,245,811) --------------- NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS (100.0%) $ 940,735,692 =============== NOTES TO SCHEDULE OF INVESTMENTS Note: Market 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. * 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 generally must 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 October 31, 2005, the market value of 144A securities that could not be exchanged to the registered form is $95,566,527 or 10.2% of net assets applicable to common shareholders of the Fund. + 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 October 31, 2005. FOREIGN CURRENCY ABBREVIATIONS CAD Canadian Dollar GBP British Pound Sterling Convertible and High Income Fund 12 ANNUAL REPORT Schedule of Investments See accompanying Notes to Financial Statements. Statement of Assets and Liabilities OCTOBER 31, 2005 - ---------------- ASSETS Investments, at value* (cost $1,464,576,748) $ 1,502,794,171 Cash with custodian (interest bearing) 2,296,461 Restricted cash for open options (interest bearing) 150,000 Foreign currency (cost $116,156) 116,156 Unrealized appreciation on interest rate swaps 10,410,916 Receivable for investments sold 827,861 Accrued interest and dividends receivable 24,433,973 Prepaid expenses 54,212 Other assets 17,589 --------------- Total assets 1,541,101,339 --------------- LIABILITIES Payable upon return of securities loaned 165,899,284 Payable for investments purchased 3,140,959 Payable to investment advisor 819,136 Payable to financial accountant 13,323 Payable for deferred compensation to Trustees 17,589 Other accounts payable and accrued liabilities 229,545 --------------- Total liabilities 170,119,836 --------------- PREFERRED SHARES $25,000 liquidation value per share applicable to 17,200 shares, including dividends payable 430,245,811 --------------- NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS 940,735,692 =============== COMPOSITION OF NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS Common stock, no par value, unlimited shares authorized 61,867,557 shares issued and outstanding $ 881,846,465 Undistributed net investment income (loss) (362,062) Accumulated net realized gain (loss) on investments, foreign currency transactions and interest rate swaps 10,631,219 Net unrealized appreciation (depreciation) on investments, foreign currency translation and interest rate swaps 48,620,070 --------------- NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS $ 940,735,692 =============== Net asset value per common share based on 61,867,557 shares issued and outstanding $ 15.21 =============== * Includes $162,482,912 of securities loaned, at value. Convertible and High Income Fund Statement of Assets and Liabilities ANNUAL REPORT 13 See accompanying Notes to Financial Statements. Statement of Operations YEAR ENDED OCTOBER 31, 2005 - --------------------------- INVESTMENT INCOME Interest $ 88,147,478 Dividends (net of foreign taxes withheld of $23,452) 14,317,767 Securities lending income 899,612 --------------- Total investment income 103,364,857 --------------- EXPENSES Investment advisory fees 11,105,961 Financial accounting fees 159,554 Auction agent and rating agency fees 1,121,377 Printing and mailing fees 212,749 Accounting fees 197,696 Audit and legal fees 138,005 Custodian fees 81,413 Registration fees 61,722 Transfer agent fees 36,355 Trustees' fees 33,460 Other 71,914 --------------- Total expenses 13,220,206 Less investment advisory fees waived (1,388,245) --------------- Net expenses 11,831,961 --------------- NET INVESTMENT INCOME (LOSS) 91,532,896 =============== REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS, FOREIGN CURRENCY AND INTEREST RATE SWAPS NET REALIZED GAIN (LOSS) FROM: Investments 29,946,434 Foreign currency transactions (2,736) Interest rate swaps (1,349,993) CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION ON: Investments (45,960,353) Foreign currency translation (58,261) Interest rate swaps 11,890,450 --------------- NET REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS, FOREIGN CURRENCY AND INTEREST RATE SWAPS (5,534,459) =============== NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 85,998,437 =============== DIVIDENDS TO PREFERRED SHAREHOLDERS FROM Net investment income (12,501,709) --------------- NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS $ 73,496,728 =============== Convertible and High Income Fund 14 ANNUAL REPORT Statement of Operations See accompanying Notes to Financial Statements. Statement of Changes in Net Assets Year Ended October 31, 2005 2004 ------------- ------------ OPERATIONS Net investment income (loss) $ 91,532,896 $ 96,162,030 Net realized gain (loss) from investments, foreign currency transactions and interest rate swaps 28,593,705 (8,534,111) Change in net unrealized appreciation/depreciation on investments, foreign currency translation and interest rate swaps (34,128,164) 47,353,283 Dividends to preferred shareholders from Net investment income (12,501,709) (6,021,235) ------------- ------------ Net increase (decrease) in net assets applicable to common shareholders resulting from operations 73,496,728 128,959,967 ------------- ------------ DISTRIBUTIONS TO COMMON SHAREHOLDERS FROM Net investment income (82,338,867) (88,670,835) Capital gains (7,532,898) -- ------------- ------------ Net decrease in net assets from distributions to common shareholders (89,871,765) (88,670,835) CAPITAL STOCK TRANSACTIONS Reinvestment of dividends resulting in the issuance of common stock 12,074,203 13,595,460 Net increase (decrease) in net assets from capital stock transactions 12,074,203 13,595,460 ------------- ------------ TOTAL INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS (4,300,834) 53,884,592 ------------- ------------ NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS Beginning of period 945,036,526 891,151,934 ------------- ------------ End of period $ 940,735,692 $945,036,526 ============= ============ Undistributed net investment income (loss) $ (362,062) $ 129,801 Convertible and High Income Fund Statement of Changes in Net Assets ANNUAL REPORT 15 See accompanying Notes to Financial Statements. Notes to Financial Statements NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION. CALAMOS Convertible and High Income Fund (the "Fund") was organized as a Delaware statutory trust on March 12, 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 May 28, 2003. 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 at least 80% of its managed assets in a diversified portfolio of convertible and non-convertible income securities. "Managed assets" means the Fund's total assets (including any assets attributable to any leverage that may be outstanding) minus total liabilities (other than debt representing financial leverage). PORTFOLIO VALUATION. In computing the Fund's net asset value, portfolio securities that are traded on a securities exchange in the United States, except for option securities, are valued at the last reported sale price as of the time of valuation, or lacking any current reported sale at the time of valuation, at the mean between the most recent bid and asked quotations. Each option security traded on a securities exchange in the United States is valued at the last current reported sale price as of the time of valuation if the last current reported sale price falls within the consolidated bid/ask quote for the option security. If the last current reported sale price as of the time of valuation does not fall within the consolidated bid/ask quote for the option security, the security is valued at the mid-point of the consolidated bid/ask quote for the option security. Each security traded in the over-the-counter market and quoted on the NASDAQ National Market System, is valued at the NASDAQ Official Closing Price ("NOCP"), as determined by NASDAQ, or lacking an NOCP, the last current reported sale price as of the time of valuation by NASDAQ, or lacking any current reported sale on NASDAQ at the time of valuation, at the mean between the most recent bid and asked quotations. Each over-the-counter option that is not traded through the Options Clearing Corporation is valued by the counterparty, or if the counterparty's price is not readily available then by using the Black-Scholes method. Each other security traded over-the-counter is valued at the mean between the most recent bid and asked quotations. Short-term securities with maturities of 60 days or less are valued at amortized cost, which approximates market value. When market quotations are not readily available or when the valuation methods mentioned above are not reflective of the fair value of the security, the security is priced at a fair value following procedures and/or guidelines approved by the Board of Trustees, which may include utilizing a systematic fair valuation model provided by an independent pricing system. The Funds' may also use fair value pricing if the value of a security it holds is, pursuant to Board of Trustees' guidelines, materially affected by events occurring before the Funds' pricing time but after the close of the primary market or exchange on which the security is traded. These 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 is employed, the value of the portfolio security used to calculate the Funds' net asset value may differ from quoted or official closing prices. Securities that are principally traded in a foreign market are valued at the last current sale price at the time of valuation or lacking any current or reported sale, at the time of valuation, at the mean between the most recent bid and asked quotations as of the close of the appropriate exchange or other designated time. Trading in securities on European and Far Eastern securities exchanges and over-the-counter markets is normally completed at various times before the close of business on each day on which the New York Stock Exchange ("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 net asset value is not calculated. As stated above, if the market prices are not readily available or are not reflective of the fair value of the security, the security will be priced at a fair value following procedures approved by the Board of Trustees. In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate. Convertible and High Income Fund 16 ANNUAL REPORT Notes to Financial Statements Notes to Financial Statements 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. Except for securities of foreign issuers valued by a pricing service, values of investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using a rate selected by the advisor from rates quoted by any 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, foreign currency gains or losses realized 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 Fund's books on the transaction date and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency appreciation and depreciation 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 among others, 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 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 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. 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 income taxes because the Fund's policy is to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders substantially all of its taxable income and 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, Convertible and High Income Fund Notes to Financial Statements ANNUAL REPORT 17 Notes to Financial Statements 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 fixed income securities. Financial records are not adjusted for temporary differences. Effective June 1, 2005, the Fund adopted a level rate monthly distribution to common shareholders, which may be modified by the Board of Trustees from time to time. Monthly distributions may include net investment income, net realized short-term capital gains and, if necessary, return of capital. In addition, distributions may include net realized long-term capital gains to the extent permitted by the 1940 Act. In order to make these monthly distributions, the Fund might have to sell a portion of its investment portfolio at a time when independent investment judgment might not dictate such action. Also, for purposes of maintaining level rate distributions 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 level rate distributions may increase transaction and tax costs associated with the Fund. INDEMNIFICATIONS. Under the Fund's organizational documents, its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters 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. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. NOTE 2 - INVESTMENT ADVISOR 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 0.80% based on the average weekly managed assets. "Managed assets" means the Fund's total assets (including any assets attributable to any leverage that may be outstanding) minus total liabilities (other than debt representing financial leverage). Calamos Advisors has contractually agreed to waive a portion of its management fee at the annual rate of 0.10% of the average weekly managed assets of the Fund for the first five full years of the Fund's operation (through May 31, 2008) and to waive a declining amount for an additional three years (0.07% of the average weekly managed assets in 2009, 0.05% in 2010, and 0.03% in 2011). Calamos Advisors receives a fee 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 financial accounting services (for purposes of this calculation "combined assets" means the total average daily net assets of Calamos Investment Trust and Calamos Advisors Trust and the average weekly managed assets of Calamos Convertible and High Income Fund, Calamos Convertible Opportunities and Income Fund, Calamos Strategic Total Return Fund and Calamos Global Total Return 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 liabilities and monitoring trustee deferred compensation plan accruals and valuations. The Fund will pay its pro rata share of the financial accounting service fee payable to Calamos Advisors based on the Fund's relative portion of combined assets. Effective August 1, 2005, the Fund began reimbursing the advisor for a portion of the compensation paid to the Chief Compliance Officer of the Fund. This compensation is reported as part of "Other" expenses on the Statement of Operations. Certain officers and trustees of the Fund are also officers and directors of Calamos Financial Services LLC ("CFS") and Calamos Advisors. All officers and affiliated trustees 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) of CFS or Calamos Advisors 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 Convertible and High Income Fund 18 ANNUAL REPORT Notes to Financial Statements Notes to Financial Statements 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 a participating trustee's deferred compensation account at any time is equal to what would be the value if the amounts credited to the account had instead been invested in shares of one or more of the Funds of the Calamos Investment Trust as designated by the trustee. Thus, 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. If a participating trustee retires, the trustee may elect to receive payments under the plan in a lump sum or in equal installments over a period of five years. If a participating trustee dies, any amount payable under the Plan will be paid to the trustee's beneficiaries. Deferred compensation investments of $17,589 are included in "Other assets" on the Statement of Assets and Liabilities at October 31, 2005. 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, 2005. NOTE 3 - INVESTMENTS Purchases and sales of investments, other than short-term obligations, for the year ended October 31, 2005 were as follows: Purchases $ 740,606,407 Proceeds from sales 738,298,905 The following information is presented on an income tax basis as of October 31, 2005. 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 October 31, 2005 was as follows: Cost basis of investments $ 1,470,205,976 ---------------- Gross unrealized appreciation 63,500,010 Gross unrealized depreciation (30,911,815) ---------------- Net unrealized appreciation (depreciation) $ 32,588,195 ================ NOTE 4 - INCOME TAXES For the year ended October 31, 2005, the Fund recorded the following permanent reclassifications to reflect tax character. Results of operations and net assets were not affected by these reclassifications. Paid-in capital $ 4,837 Undistributed net investment income (loss) 2,815,817 Accumulated net realized gain (loss) on investments, foreign currency transactions and interest rate swaps (2,820,654) As of October 31, 2005, the components of net assets on a tax basis were as follows: Undistributed ordinary income $ 11,346,482 Undistributed capital gains 4,913,401 ------------- Total undistributed earnings 16,259,883 Accumulated capital and other losses -- Unrealized gains/(losses) 42,945,702 ------------- Total accumulated earnings/(losses) 59,205,585 Other (316,358) Paid-in capital 881,846,465 ------------- Net assets applicable to common shareholders $ 940,735,692 ------------- Convertible and High Income Fund Notes to Financial Statements ANNUAL REPORT 19 Notes to Financial Statements Distributions during the fiscal years ended October 31, 2005 and October 31, 2004 were characterized for income tax purposes as follows: 2005 2004 ------------- ------------- DISTRIBUTIONS PAID FROM: Ordinary income $ 94,726,155 $ 94,560,679 Long-Term capital gain 7,532,898 -- For the tax year ended October 31, 2005, the Fund utilized capital losses of $5,148,747. As of October 31, 2005, the Fund had no capital loss carryforwards. NOTE 5 - COMMON STOCK There are unlimited common shares of beneficial interest authorized and 61,867,557 shares outstanding at October 31, 2005. Calamos Advisors owned 16,644 of the outstanding shares at October 31, 2005. Transactions in common shares were as follows: FOR THE YEAR ENDED FOR THE YEAR ENDED OCTOBER 31, 2005 OCTOBER 31, 2004 ------------------ ------------------ Beginning shares 61,091,942 60,208,549 Shares sold -- -- Shares issued through reinvestment of distributions 775,615 883,393 ---------- ---------- Ending shares 61,867,557 61,091,942 ========== ========== NOTE 6 - 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 upon settlement of the contracts. There were no open forward foreign currency contracts at October 31, 2005. NOTE 7 - 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") and the right to acquire equity securities ("convertible component"). The fixed-income component is achieved by investing in non-convertible, 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 securities created by other parties, typically investment banks, including convertible structured notes. Convertible structured notes are fixed-income debentures linked to equity. Convertible structured notes have the attributes of a convertible security; however, the investment bank that issued the convertible note assumes the credit risk associated with the investment, rather than the issuer of the underlying common stock into which the note is convertible. Purchasing synthetic convertible securities may offer more flexibility than purchasing a convertible security. Different companies may issue the fixed-income and convertible components, which may be purchased separately and at different times. Convertible and High Income Fund 20 ANNUAL REPORT Notes to Financial Statements Notes to Financial Statements NOTE 8 - PREFERRED SHARES PREFERRED SHARES. There are unlimited shares of Auction Market Preferred Shares ("Preferred Shares") authorized. The Preferred Shares have rights as determined by the Board of Trustees. The 17,200 shares of Preferred Shares outstanding consist of six series, 3,000 shares of M, 3,000 shares of TU, 3,000 shares of W, 3,000 shares of TH, 3,000 shares of F, and 2,200 shares of A. The Preferred Shares have a liquidation 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 1.65% to 3.96% for the year ended October 31, 2005. Under the 1940 Act, the Fund may not declare dividends or make other distributions on shares of common stock or purchases 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 the holders of common shares. NOTE 9 - 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 on 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 or 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 October 31, 2005 were as follows: UNREALIZED TERMINATION NOTIONAL FIXED RATE FLOATING RATE APPRECIATION COUNTERPARTY DATE AMOUNT (000) (FUND PAYS) (FUND RECEIVES) (DEPRECIATION) - ------------ ---------------- ------------ ---------- -------------- -------------- Citibank NA October 27, 2006 $ 100,000 2.80% 1month LIBOR $ 1,779,680 Citibank NA October 27, 2007 200,000 3.27% 1month LIBOR 5,537,627 Citibank NA October 27, 2008 100,000 3.65% 1month LIBOR 3,093,609 -------------- $ 10,410,916 ============== Convertible and High Income Fund Notes to Financial Statements ANNUAL REPORT 21 Notes to Financial Statements NOTE 10 - SECURITIES LENDING During the year ended October 31, 2005 the Fund lent 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 and the security lending agent will monitor the creditworthiness of the firms to which the Fund lends securities. At October 31, 2005, the Fund had securities valued at $162,482,912 that were on loan to broker-dealers and banks and $165,899,284 in cash or cash equivalent collateral. Convertible and High Income Fund 22 ANNUAL REPORT Notes to Financial Statements Financial Highlights SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD WERE AS FOLLOWS: May 28, 2003* through For the Year Ended October 31, ------------------------- ------------- 2005 2004 2003 ---------- --------- ------------- Net asset value, beginning of period $ 15.47 $ 14.80 $ 14.32(a) Income from investment operations: Net investment income (loss) 1.49 1.60 0.44 Net realized and unrealized gain (loss) from investments, foreign currency and interest rate swaps (0.09) 0.63 0.46 Dividends to preferred shareholders from: Net investment income (common share equivalent basis) (0.20) (0.10) (0.02) Total from investment operations 1.20 2.13 0.88 Less dividends to common shareholders from: Net investment income (1.34) (1.46) (0.37) Capital gains (0.12) -- -- Capital charge resulting from issuance of common and preferred shares -- -- (0.03) Net asset value, end of period $ 15.21 $ 15.47 $ 14.80 Market value, end of period $ 15.52 $ 16.74 $ 16.00 Total investment return based on(b) : Net asset value 7.99% 14.91% 5.92% Market value 1.83% 15.02% 9.36% Ratios and supplemental data: Net assets applicable to common shareholders, end of period (000's omitted) $ 940,736 $ 945,037 $ 891,152 Preferred shares, at redemption value ($25,000 per share liquidation preference) (000's omitted) $ 430,000 $ 430,000 $ 430,000 Ratios to average net assets applicable to common shareholders: Net expenses (c)(d) 1.23% 1.25% 1.11% Gross expenses prior to waiver of expenses by the advisor (c)(d) 1.38% 1.40% 1.24% Net investment income (loss)(c)(d) 9.55% 10.56% 7.85% Preferred share dividends(c) 1.30% 0.65% 0.34% Net investment income (loss), net of preferred share dividends(c) 8.25% 9.91% 7.51% Portfolio turnover rate 55% 27% 20% Asset coverage per preferred share, at end of period(e) $ 79,708 $ 79,952 $ 76,811 * Commencement of operations. (a) Net of sales load of $0.675 on initial shares issued and beginning net asset value of $14.325. (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) Annualized for periods less than one year. (d) Does not reflect the effect of dividend payments to preferred shareholders. (e) Calculated by subtracting the Fund's total liabilities (not including Preferred Shares) from the Fund's total assets and dividing this by the number of Preferred Shares outstanding. Convertible and High Income Fund Financial Highlights ANNUAL REPORT 23 Report of Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of Calamos Convertible and High Income Fund We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Calamos Convertible and High Income Fund (the "Fund") as of October 31, 2005, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years then ended and the financial highlights for each of the two years then ended and for the period from May 28, 2003 (commencement of operations) through October 31, 2003. 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 audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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, 2005, by correspondence with the Fund's custodian and brokers. We believe that our audit provides 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, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years then ended, and the financial highlights for each of the two years then ended and for the period from May 28, 2003 (commencement of operations) through October 31, 2003, in conformity with accounting principles generally accepted in the United States of America. /s/ [DELOITTE & TOUCHE LLP] Chicago, Illinois December 16, 2005 Convertible and High Income Fund 24 ANNUAL REPORT Report of Independent Registered Public Accounting Firm Tax Information (unaudited) We are providing this information as required by the Internal Revenue Code (Code). The amounts shown may differ from those elsewhere in this report due to differences between tax and financial reporting requirements. In January 2006, shareholders will receive Form 1099-DIV which will include their share of qualified dividends and capital gains distributed during the calendar year 2005. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their individual income tax returns. Under Section 852(b)(3)(C) of the Code, the Fund hereby designates $7,532,898 as capital gain dividends for the fiscal year ended October 31, 2005. Under Section 854(b)(2) of the Code, the Fund hereby designates $1,946,996, or the maximum amount allowable under the Code, as qualified dividends for the fiscal year ended October 31, 2005. Under Section 854(b)(2) of the Code, the Fund hereby designates 0.62% of the ordinary income dividends as income qualifying for the corporate dividends received deduction for the fiscal year ended October 31, 2005. Convertible and High Income Fund Tax Information ANNUAL REPORT 25 Trustee Approval of Management Agreement (unaudited) The Board of Trustees of the Fund oversees the Fund's management and, as required by law, determines annually whether to continue the Fund's management agreement with Calamos Advisors under which Calamos Advisors serves as the investment manager for the Fund. In connection with their most recent consideration of that agreement, the Trustees received and reviewed information provided by Calamos Advisors in response to detailed requests of the Independent Trustees and their independent legal counsel and discussed with representatives of Calamos Advisors' the Fund's operations and the nature and quality of the advisory and other services provided by Calamos Advisors to the Fund. The Trustees also received and reviewed a memorandum from counsel to the Independent Trustees regarding the Trustee's responsibilities in evaluating the management agreement. In the course of their consideration of the agreement the Independent Trustees were advised by their counsel, and in addition to meeting with management of Calamos Advisors, they met separately in executive session with their counsel. At a meeting on June 30, 2005, based on their evaluation of the information referred to above and other information, the Trustees determined that the overall arrangements between the Fund and Calamos Advisors were fair and reasonable in light of the nature and quality of the services provided by Calamos Advisors and its affiliates, the fees charged for those services and other matters that the Trustees considered relevant in the exercise of their business judgment. At that meeting the Trustees, including all of the Independent Trustees, unanimously approved continuation of the management agreement through August 1, 2006, subject to earlier termination as provided in the agreement. In considering the continuation of the management agreement, the Trustees reviewed and analyzed various factors that they determined were relevant, including the factors described below, none of which by itself was considered dispositive. However, the material factors and conclusions that formed the basis for the Trustees' determination to approve the continuation of the management agreement are discussed separately below. NATURE, QUALITY AND EXTENT OF SERVICES The Trustees reviewed the nature, extent and quality of Calamos Advisors' services to the Fund, taking into account the investment objective and strategy of the Fund and the knowledge of the Trustees gained from their regular meetings with management on at least a quarterly basis. In addition, the Trustees reviewed Calamos Advisors' resources and key personnel, especially those who provide investment management services to the Fund. The Trustees also considered other services provided to the Fund by Calamos Advisors, such as managing the execution of portfolio transactions and the selection of broker-dealers for those transactions, monitoring adherence to the Fund's investment restrictions, producing shareholder reports, providing support services for the Board and Board committees, communicating with shareholders and overseeing the activities of other service providers, including monitoring compliance with various Fund policies and procedures and with applicable securities laws and regulations. The Trustees concluded that the nature and extent of the services provided by Calamos Advisors to the Fund were appropriate and consistent with the terms of the management agreement, that the quality of those services had been consistent with or superior to quality norms in the industry and that the Fund was likely to benefit from the continued provision of those services. They also concluded that Calamos Advisors had sufficient personnel, with the appropriate education and experience, to serve the Fund effectively and had demonstrated its continuing ability to attract and retain well qualified personnel. PERFORMANCE The Trustees considered the Fund's performance results over various time periods. They reviewed information comparing the Fund's performance with the performance of comparable funds and peer groups identified by Lipper Inc., an independent provider of investment company data, and with the Fund's benchmark. The Trustees noted that the Fund had less than three years of performance data, and thus did not have a long-term performance record. The Trustees concluded that given the short performance history, performance was not the most important factor in the Trustees' evaluation of the quality of services provided by Calamos Advisors under the management agreement. Convertible and High Income Fund 26 ANNUAL REPORT Trustee Approval of Management Agreement Trustee Approval of Management Agreement (unaudited) COSTS OF SERVICES AND PROFITS REALIZED BY CALAMOS ADVISORS The Trustees examined information on fees and expenses of the Fund in comparison to information for comparable funds as provided by Lipper. Also, the Trustees reviewed information on fees and expenses for additional funds identified by Calamos Advisors. The Trustees noted that both the contractual rate of management fees and the actual management fees after fee waivers for the Fund were greater than the median management fees of its Lipper peer group. They also noted, however, that the overall expense ratios of the Fund were below or not appreciably higher than the median expense ratios of its peer group. The Trustees considered the methodology used by Calamos Advisors in determining compensation payable to portfolio managers, the very competitive environment for investment management talent, and the competitive market for mutual funds in different distribution channels. The Trustees reviewed information on the profitability of Calamos Advisors in serving as the Fund's investment manager and of Calamos Advisors 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 other business units. The Trustees recognized that profitability comparisons among fund managers are difficult because very little comparative information is publicly available and profitability of any manager is affected by numerous factors, including the organizational structure of the particular manager, the types of funds and other accounts it manages, possible other lines of business, the methodology for allocating expenses and the manager's capital structure and cost of capital. However, based on the information available and taking those factors into account, the Trustees concluded that the profitability of Calamos Advisors regarding the Fund in relation to the services rendered was not unreasonable. The Trustees also reviewed Calamos Advisors' management fees for its institutional separate accounts and for its subadvised funds (for which Calamos Advisors provides portfolio management services only). Although in most instances its sub-advisory, and in many instances its institutional separate account, fees for various investment strategies are lower than the management fees charged to the Fund, the Trustees noted that Calamos Advisors performs significant additional services for the Fund that it does not provide to those other clients, including, oversight of the Funds' other service providers, trustee support, regulatory compliance and numerous other services. Finally, the Trustees considered Calamos Advisors' financial condition, which they found to be sound. The Trustees concluded that the management fee and other compensation payable by the Fund to Calamos Advisors and its affiliates were reasonable in relation to the nature and quality of the services to be provided, taking into account the fees charged by other advisors for managing comparable mutual funds with similar strategies and the fees Calamos Advisors charges to other clients. The Trustees also concluded that the Fund's estimated overall expense ratios, taking into account quality of services provided by Calamos Advisors, the Fund's investment performance and the expense limitations agreed to by Calamos Advisors, were also reasonable. ECONOMIES OF SCALE In reviewing the Fund's fees and expenses, the Trustees examined the potential benefits of economies of scale, and whether any economies of scale should be reflected in the Fund's fee structure. They noted that the Fund has had a relatively stable asset base since commencement of operations and that there do not appear to have been significant economies of scale realized since that time. Convertible and High Income Fund Trustee Approval of Management Agreement ANNUAL REPORT 27 Trustee Approval of Management Agreement (unaudited) OTHER BENEFITS TO CALAMOS ADVISORS The Trustees also considered benefits that accrue to Calamos Advisors and its affiliates from their relationship with the Fund. The Trustees concluded that, other than the services to be provided by Calamos Advisors and its affiliates pursuant to the management agreement and the fees payable by the Fund therefor, the Fund and Calamos Advisors may potentially benefit from their relationship with each other in other ways. The Trustees also considered Calamos Advisors' use of commissions to be paid by the Fund on its portfolio brokerage transactions to obtain proprietary research products and services benefiting the Fund and/or other clients of Calamos Advisors. The Trustees concluded that Calamos Advisors' use of "soft" commission dollars to obtain research products and services was consistent with regulatory requirements and is beneficial to the Fund. They concluded that, although Calamos Advisors derives or may derive additional benefits through the use of soft dollars from the Fund's portfolio transactions, the Fund also benefits from the receipt of research products and services to be acquired through commissions paid on the portfolio transactions of other clients of Calamos Advisors. They also concluded that the Fund's success could attract other business to Calamos Advisors or its other funds and that Calamos Advisors' success could enhance its ability to serve the Fund. After full consideration of the above factors as well as other factors that were instructive in analyzing the management arrangements, the Trustees, including all of the Independent Trustees, concluded that the continuation of the management agreement was in the best interest of the Fund and its shareholders. Convertible and High Income Fund 28 ANNUAL REPORT Trustee Approval of Management Agreement Trustees & Officers (unaudited) The management of the Trust*, including general supervision of duties performed for the Fund under the Investment Management Agreement, is the responsibility of its board of trustees. The following table sets forth, as of October 31, 2005, each Trustee's position(s) with the Trust, age, principal occupation during the past five years, number of portfolios overseen, other directorships, and the date on which the Trustee first became a trustee of the Trust. POSITION(S) HELD WITH TRUST NUMBER OF PORTFOLIOS PRINCIPAL OCCUPATION(S) NAME AND AGE AT AND DATE FIRST ELECTED IN FUND COMPLEX** DURING PAST 5 YEARS OCTOBER 31, 2005 OR APPOINTED TO OFFICE OVERSEEN BY TRUSTEE AND OTHER DIRECTORSHIPS HELD - ---------------- -------------------------------- -------------------- ---------------------------- TRUSTEES WHO ARE INTERESTED PERSONS OF TRUST: John P. Calamos, Sr., 65*** Trustee and President (since 2003) 14 President and CEO, Calamos Asset Management, Inc. (CAM), Calamos Holdings LLC (CHLLC), Calamos Advisors LLC and its predecessor (Calamos Advisors), and Calamos Financial Services LLC and its predecessor (CFS); Director, CAM Nick P. Calamos, 44*** Trustee and Vice President (since 2003) 14 Senior Executive Vice President, CAM, CHLLC, Calamos Advisors, and CFS; Director, CAM TRUSTEES WHO ARE NOT INTERESTED PERSONS OF TRUST: Joe F. Hanauer, 68 Trustee (since 2003) 14 Private Investor; Director, MAF Bancorp (banking), Chairman and Director, Homestore.com, Inc., (Internet provider of real estate information and products); Director, Combined Investments, L.P. (investment management) Weston W. Marsh, 55 Trustee (since 2003) 14 Partner, Freeborn & Peters (law firm) John E. Neal, 55 Trustee (since 2003) 14 Private Investor; Managing Director, Bank One Capital Markets, Inc. (investment banking) (June 2004); Executive Vice President and Head of Real Estate Department, Bank One (1998-2000); Director, The Brickman Group, Ltd. (landscaping company) William R. Rybak, 54 Trustee (since 2003) 14 Private investor; formerly Executive Vice President and CFO, Van Kampen Investments, Inc. (investment management) prior thereto; Director, Howe Barnes Investments (investment services firm); Director, Private Bancorp, Inc. Stephen B. Timbers, 61 Trustee (since 2004) 14 Private investor; formerly Vice Chairman, Northern Trust Corporation (bank holding company); President and Chief Executive Officer, Northern Trust Global Investments, N.A. (investment management); formerly President, Northern Trust Global Investments, a division of Northern Trust Corporation, and Executive Vice President, The Northern Trust Corporation; Trustee, Northern Mutual Fund Complex + (registered investment companies) * The Trust is defined as the CALAMOS Convertible and High Income Fund. ** 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 and CALAMOS Global Total Return Fund. *** John P. Calamos and Nick P. Calamos are Trustees who are "interested persons" of the Trust as defined in the Investment Company Act of 1940 (the "1940 Act") because of their position with Calamos. + Overseeing 53 portfolios in fund complex. Convertible and High Income Fund Trustees & Officers ANNUAL REPORT 29 Trustees & Officers (unaudited) OFFICERS. Messrs. John Calamos and Nick Calamos are president and vice president of the Trust, respectively. The preceding table gives more information about Messrs. John Calamos and Nick Calamos. The following table sets forth as of October 31, 2005 each other officer's name, position with the Trust, age, principal occupation during the past five years, other directorships, and the date on which he or she first became and officer of the Trust. 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. POSITION(S) HELD WITH TRUST NAME AND AGE AT AND DATE FIRST ELECTED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS OCTOBER 31, 2005 OR APPOINTED TO OFFICE AND OTHER DIRECTORSHIPS HELD - ---------------- --------------------------- ---------------------------------------------------------------- Nimish S. Bhatt, 42 Treasurer (since 2004) Senior Vice President and Director of Operations, CAM, CHLLC, and Calamos Advisors (since 2004); Senior Vice President, Alternative Investments and Tax Services of BISYS, prior thereto Patrick H. Dudasik, 50 Vice President (since 2003) Executive Vice President, Chief Financial Officer and Administrative Officer, and Treasurer of CAM and CHLLC (since 2004), Calamos Advisors and CFS (since 2001); Chief Financial Officer, David Gomez and Assoc., Inc. (1998-2001); and Chief Financial Officer, Scudder Kemper Investments, Inc., prior thereto James S. Hamman, Jr., 36 Secretary (since 2003) Executive Vice President, Secretary, and General Counsel, CAM and CHLLC (since 2004), Calamos Advisors and CFS (since 1998) Moses Kovalchuk, 38 Assistant Treasurer (since 2005) Vice President of Mutual Fund Operations, Calamos (since 2005); Vice President of Fund Accounting, J.P. Morgan Chase (2002-2005); Vice President of Fund Accounting, Deutsche Asset Management (2000-2002) Kevin S. Woodard, 39 Assistant Secretary (since 2005) Senior Vice President and Associate General Counsel, Calamos (since 2005); Vice President and Counsel, Fifth Third Bank (1997-2005) Mark Mickey, 54 Chief Compliance Officer (since 2005) Chief Compliance Officer, Calamos (since 2005); Director of Risk Assessment and Internal Audit, Calamos (2003-2005); President, Mark Mickey Consulting (2002- 2003); Executive Vice President and Head of Compliance, ABN AMRO, Inc., prior thereto The Fund's statement of additional information contains additional information about the Trustees and is available free of charge upon request by calling Calamos Investments at (800) 582-6959. The mailing address of the Trustees and Officers is Calamos Funds; Attn: Secretary, 2020 Calamos Court, Naperville, IL 60563-2787. Convertible and High Income Fund 30 ANNUAL REPORT Trustees & Officers This page intentionally left blank. This page intentionally left blank. This page intentionally left blank. [CALAMOS INVESTMENTS (R) LOGO] Calamos Investments | 2020 Calamos Court | Naperville, IL 60563-2787 | 800.582.6959 | www.calamos.com A description of the Calamos Proxy Voting Policies and Procedures is available free of charge upon request by calling (800) 582-6959, by visiting the Calamos website at www.calamos.com, by writing Calamos at: Calamos Investments, Attn: Client Services, 2020 Calamos Court, Naperville, IL 60563 and by visiting the SEC's Web site at www.sec.gov. The Fund's proxy voting record for the twelve month period ended June 30, 2005, is also available free of charge upon request by calling or writing Calamos Investments and by visiting the SEC Web site at www.sec.gov. The Fund files a complete list of its portfolio holdings with the SEC for the first and third quarters each fiscal year on Form N-Q. The Form N-Q is available free of charge, upon request, by calling or writing Calamos Investments or by visiting the SEC website. You may also review or, for a fee, copy the forms at the SEC's Public Reference Room in Washington, D.C. (202) 942-8090. On May 3, 2005, the Fund submitted a CEO annual certification to the NYSE on which the Fund's chief executive officer certified that he was not aware, as of that date, of any violation by the Fund of the NYSE's corporate governance listing standards. In addition, the Fund's report to the SEC on Form N-CSR contains certifications by the fund's principal executive officer and principal financial officer as required by Rule 30a-2(a) under the 1940 Act, relating to, among other things, the quality of the Fund's disclosure controls and procedures and internal control over financial reporting. FOR 24 HOUR SHAREHOLDER ASSISTANCE 800.432.8224 TO OBTAIN INFORMATION 800.582.6959 VISIT OUR WEB SITE www.calamos.com INVESTMENT ADVISOR Calamos Advisors LLC 2020 Calamos Court Naperville, IL 60563-2787 FUND ACCOUNTING AGENT State Street Bank and Trust Company 225 Franklin Street Boston, MA 02111 CUSTODIAN AND TRANSFER AGENT The Bank of New York P.O. Box 11258 Church Street Station New York, NY 10286 800.524.4458 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte and Touche LLP Chicago, IL LEGAL COUNSEL Bell, Boyd & Lloyd LLC Chicago, IL (C) 2005 Calamos Holdings LLC. All Rights Reserved. Calamos(R), CALAMOS INVESTMENTS(R), Strategies for Serious Money(R) and the Calamos(R) logo are registered trademarks of Calamos Holdings LLC. CHYANR 1791 2005 ITEM 2. CODE OF ETHICS. (a) 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) Not applicable. (c) The registrant has not amended its Code of Ethics during the period covered by the shareholder report presented in Item 1 hereto. (d) The registrant has not granted a waiver or an implicit waiver from its Code of Ethics during the period covered by the shareholder report presented in Item 1 hereto. (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 three 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, Stephen B. Timbers and William Rybak. 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. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligation, or liabilities that are greater than the duties, obligations and liabilities imposed on such person as a member of audit committee and Board of Trustees in the absence of such designation or identification. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fee - $30,500 and $34,717 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 - $17,917 and $27,192 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. There were no fees billed in each of the last two fiscal years for assurance and related services rendered by the principal accountant to the investment adviser that are reasonably related to the performance of the audit of the registrant's financial statements that were required to be pre-approved by the audit committee. (c) Tax Fees - $6,079 and $4,850 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, tax planning and tax return preparation. There were no fees billed in each of the last two fiscal years for professional services rendered by the principal accountant to the investment adviser for tax compliance, tax advice and tax planning that were required to be pre-approved by the audit committee as described in paragraph (e)(1) of this Item 4. (d) All Other Fees - $7,500 and $42,158 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. There were no fees billed in each of the last two fiscal years for products and services provided by the principal accountant to the investment adviser, other than the services reported in paragraphs (a)- (c) of this Item 4, that were required to be pre-approved by the audit committee as described in paragraph (e)(1) 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. (2) 100% of the services provided to the registrant described in paragraphs (b)-(d) of this Item 4 were pre-approved by the audit committee pursuant to paragraphs (e)(1) of this Item 4. There were no services provided to the investment adviser or any entity controlling, controlled by or under common control with the adviser described in paragraphs (b)-(d) of this Item 4 that were required pre-approved by the audit committee. (f) No disclosures are required by this Item 4(f). (g) $13,579 and $47,008 are the aggregate non-audit fees billed in each of the last two fiscal years for services rendered by the principal accountant to the registrant. $58,000 and $31,256 are the aggregate non-audit fees billed in each of the last two fiscal years for services rendered by the principal accountant to the investment adviser or any entity controlling, controlled by or under common control with the adviser. The registrant's audit committee did approve such non-audit services. (h) No disclosures are required by this Item 4(h). ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. The registrant has a separately-designated standing audit committee. The members of the registrant's audit committee are John E. Neal, Joe F. Hanauer, Weston W. Marsh, William R. Rybak and Stephen B. Timbers. 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 the voting of proxies relating to its voting securities to its investment adviser, Calamos Advisors LLC ("Calamos"). A description of Proxy Voting Policies and Procedures of ("Calamos") are included as an Exhibit hereto. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. (c) TOTAL NUMBER OF (d) MAXIMUM SHARES (OR NUMBER (OR (b) UNITS) APPROXIMATE AVERAGE PURCHASED AS DOLLAR VALUE) OF (a) TOTAL PRICE PART OF SHARES (OR UNITS) NUMBER OF PAID PER PUBLICLY THAT MAY YET BE SHARES (OR SHARE ANNOUNCED PURCHASED UNDER UNITS) (OR PLANS OR THE PLANS OR PERIOD PURCHASED UNIT) PROGRAMS PROGRAMS ------ ---------- -------- ------------ ----------------- May 1 to May 31 N/A N/A N/A N/A June 1 to June 30 N/A N/A N/A N/A July 1 to July 31 N/A N/A N/A N/A August 1 to August 31 N/A N/A N/A N/A September 1 to September 30 N/A N/A N/A N/A October 1 to October 31 N/A N/A N/A N/A --- --- --- --- Total N/A N/A N/A N/A --- --- --- --- ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No material changes. ITEM 11. CONTROLS AND PROCEDURES. a) The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely. b) There were no changes in the registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Code of Ethics (a)(2)(i) Certification of Principal Executive Officer. (a)(2)(ii) Certification of Principal Financial Officer. 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 Convertible and High Income Fund By: /s/ John P. Calamos, Sr. -------------------------------- Name: John P. Calamos, Sr. Title: Principal Executive Officer Date: December 21, 2005 By: /s/ Patrick H. Dudasik -------------------------------- Name: Patrick H. Dudasik Title: Principal Financial Officer Date: December 21, 2005 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 Convertible and High Income Fund By: /s/ John P. Calamos, Sr. -------------------------------- Name: John P. Calamos, Sr. Title: Principal Executive Officer Date: December 21, 2005 By: /s/ Patrick H. Dudasik -------------------------------- Name: Patrick H. Dudasik Title: Principal Financial Officer Date: December 21, 2005