EXHIBIT g.2

                         MANAGEMENT FEE WAIVER AGREEMENT


      AGREEMENT made this 1st day of May, 2003, by and between CALAMOS
CONVERTIBLE AND HIGH INCOME FUND, a Delaware business trust (the "Fund"), and
CALAMOS ASSET MANAGEMENT, INC., an Illinois corporation (the "Manager").

                              W I T N E S S E T H:

      WHEREAS, the Fund and the Manager have separately entered into an
Investment Management Agreement of even date herewith (the "Management
Agreement");

      In consideration of the mutual covenants hereinafter contained, and in
connection with the establishment and commencement of operations of the Fund, it
is hereby agreed by and between the parties hereto as follows:

      1.    For the period from the commencement of the Fund's operations
through May 31, 2003 and for the 12 month periods ending May 31 in each
indicated year during the term of the Management Agreement (including any
continuation done in accordance with Section 15(c) of the Investment Company Act
of 1940), the Manager agrees to waive a portion of its management fee under the
Management Agreement by the following annual rates as a percentage of average
weekly managed assets (as that term is used in the Management Agreement):



                            PERCENTAGE                                  PERCENTAGE
                           WAIVED (AS A                                WAIVED (AS A
                           PERCENTAGE OF                               PERCENTAGE OF
       PERIOD ENDING      AVERAGE WEEKLY          PERIOD ENDING       AVERAGE WEEKLY
          MAY 31          MANAGED ASSETS)            MAY 31           MANAGED ASSETS)
------------------------  ---------------    -----------------------  ---------------
                                                             
2003(1).................       0.10%         2008...................       0.07%
2004....................       0.10%         2009...................       0.05%
2005....................       0.10%         2010...................       0.03%
2006....................       0.10%         2011...................       0.00%
2007....................       0.10%


----------
(1)   From the commencement of operations.

      2.    This Agreement, and the Manager's obligation to so waive management
fees hereunder, shall terminate on the earlier of (a) May 31, 2010 or (b)
termination of the Management Agreement.

      3.    Except as provided in paragraph 2, above, this Agreement may be
terminated only by the vote of (a) the Board of Trustees of the Fund, including
the vote of the members of the Board who are not "interested persons" within the
meaning of the Investment Company Act of 1940, and (b) a majority of the
outstanding voting securities of the Fund.

      4.    If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule, or otherwise, the remainder shall not be
thereby affected.

      5.    This Agreement is executed on behalf of the Fund by the Fund's
officers as officers and not individually and the obligations imposed upon the
Fund by this Agreement are not binding upon any of the Fund's Trustees, officers
or shareholders individually but are binding only upon the assets and property
of the Fund.

      IN WITNESS WHEREOF, the Fund and the Manager have caused this Agreement to
be executed on the day and year above written.

                                               CALAMOS CONVERTIBLE AND HIGH
                                               INCOME FUND



                                               By: /s/ John P. Calamos
                                                   -----------------------------

ATTEST: /s/ James S. Hamman
       ----------------------------------
                                               CALAMOS ASSET MANAGEMENT, INC.


                                               By: /s/ John P. Calamos
                                                   -----------------------------
ATTEST: /s/ James S. Hamman
       ----------------------------------


                                       2