EXHIBIT D


CERTIFICATE NUMBER                                    NUMBER OF SHARES
                  ----                                                ----------

                      CALAMOS STRATEGIC TOTAL RETURN FUND
                          Preferred Shares - Series ___
                                  No Par Value
                    $25,000 Liquidation Preference Per Share

                                                         Cusip No.
                                                                   -------------


         This certifies that Cede & Co. is the registered owner of
_________________ fully paid and non-assessable shares of Preferred Shares -
Series ____, no par value, $25,000 liquidation preference per share, of Calamos
Strategic Total Return Fund (the "Trust") transferable only on the books of the
Trust by the record holder thereof in person or by duly authorized agent upon
delivery to the Trustees or the Trust's transfer agent of this Certificate
properly endorsed. This Certificate is not valid unless countersigned by the
transfer agent and registrar.

         A statement in full, of all the designations, preferences,
qualifications, limitations, restrictions and special or relative rights of the
shares of each class authorized to be issued, will be furnished by the Trust to
any shareholders upon request and without charge.

         IN WITNESS WHEREOF, the Trust has caused this Certificate to be signed
by its duly authorized officers this __th day of May, 2004.


THE BANK OF NEW YORK                    CALAMOS STRATEGIC TOTAL RETURN FUND
as Transfer Agent and Registrar

                                        By:
                                           -------------------------------------

By:
   -----------------------------
                                        ATTEST:


                                        By
                                          --------------------------------------




         FOR VALUE RECEIVED, __________________________ hereby sells, assigns
and transfers unto _________________________________ Shares represented by this
Certificate, and do hereby irrevocably constitute and appoint ______________
Attorney to transfer the said Shares on the books of the within named Trust with
full power of substitution in the premises.

Dated             ,
     ------------- -----

In presence of

_______________________________________  _______________________________________

         Shares of Preferred Shares evidenced by this Certificate may be
         sold, transferred, or otherwise disposed of only pursuant to the
         provisions of the Trust's Agreement and Declaration of Trust and
         the Trust's Statement of Preferences.

         The Trust will furnish to any shareholder, upon request and
         without charge, the Trust's Agreement and Declaration of Trust and
         a full statement of the designations, preferences, limitations and
         relative rights of the shares of each class or series of shares of
         beneficial interest of the Trust authorized to be issued, so far
         as they have been determined, and the authority of the Board of
         Trustees to determine the relative rights and preferences of
         subsequent classes or series. Any such request should be addressed
         to the Secretary of the Trust.

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trust or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


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