Exhibit 10.11
 THIRD AMENDED AND RESTATED
 LIMITED LIABILITY COMPANY AGREEMENT
 OF
 CALAMOS HOLDINGS LLC
 Effective as of March 1, 2009




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TABLE OF CONTENTS
 PageARTICLE IDEFINITIONSSECTION 1.01. Definitions
    
    
    1ARTICLE IIFORMATION, TERM, PURPOSE AND POWERSSECTION 2.01. Formation
    
    
    7SECTION 2.02. Name
    
    
    7SECTION 2.03. Term
    
    
    7SECTION 2.04. Offices
    
    
    7SECTION 2.05. Agent for Service of Process
    
    
    8SECTION 2.06. Business Purpose
    
    
    8SECTION 2.07. Powers of the Company
    
    
    8SECTION 2.08. Maintenance of Separate Existence
    
    
    8SECTION 2.09. No Personal Liability
    
    
    8SECTION 2.10. Admission of New Members
    
    
    8SECTION 2.11. Withdrawal
    
    
    8SECTION 2.12. Waiver of Fiduciary Duties
    
    
    8ARTICLE IIIMANAGEMENTSECTION 3.01. Manager
    
    
    9SECTION 3.02. Compensation
    
    
    10SECTION 3.03. Reimbursements
    
    
    10SECTION 3.04. Authority of Members
    
    
    10SECTION 3.05. Voting Power
    
    
    10SECTION 3.06. Action by Written Consent
    
    
    10ARTICLE IVOFFICERSSECTION 4.01. Officers
    
    
    10SECTION 4.02. Management Policies
    
    
    11ARTICLE VDISTRIBUTIONSSECTION 5.01. Distributions
    
    
    11SECTION 5.02. Liquidation Distribution
    
    
    12SECTION 5.03. Withholding
    
    
    12
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PageSECTION 5.04. Limitations on Distribution
    
    
    12ARTICLE VICAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAXMATTERSSECTION 6.01. Initial Capital Contributions
    
    
    12SECTION 6.02. Additional Capital Contributions
    
    
    12SECTION 6.03. Ownership Interests
    
    
    12SECTION 6.04. Members Capital Accounts
    
    
    13SECTION 6.05. Allocations of Net Profits and Net Losses
    
    
    14SECTION 6.06. Special Allocations
    
    
    14SECTION 6.07. Tax Allocations
    
    
    15SECTION 6.08. Tax Decisions
    
    
    16SECTION 6.09. Curative Allocations
    
    
    16ARTICLE VIIBOOKS AND RECORDS; REPORTSSECTION 7.01. Books and Records
    
    
    16ARTICLE VIIICERTIFICATES; OWNERSHIP INTERESTS; RESTRICTIONS ON TRANSFERSECTION 8.01. Certificates
    
    
    17SECTION 8.02. Legend
    
    
    17SECTION 8.03. Lost or Destroyed Certificates
    
    
    18SECTION 8.04. Reserved
    
    
    18SECTION 8.05. Incentive Plans
    
    
    18SECTION 8.06. Reserved
    
    
    18SECTION 8.07. Registered Members
    
    
    18SECTION 8.08. Restrictions on Transfer
    
    
    19SECTION 8.09. Permitted Transfers
    
    
    19SECTION 8.10. Transfers to Persons other than CFP Permitted Transferees
    
    
    19ARTICLE IXDISSOLUTION, LIQUIDATION AND TERMINATIONSECTION 9.01. No Dissolution
    
    
    20SECTION 9.02. Events Causing Dissolution
    
    
    20SECTION 9.03. Distribution upon Dissolution
    
    
    20SECTION 9.04. Time for Liquidation
    
    
    21SECTION 9.05. Termination
    
    
    21SECTION 9.06. Claims of the Members
    
    
    21
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PageARTICLE XLIABILITY AND INDEMNIFICATIONSECTION 10.01. Liability of Members
    
    
    21SECTION 10.02. Indemnification by the Company
    
    
    21ARTICLE XIMISCELLANEOUSSECTION 11.01. Severability
    
    
    23SECTION 11.02. Notices
    
    
    23SECTION 11.03. Cumulative Remedies
    
    
    24SECTION 11.04. Binding Effect
    
    
    24SECTION 11.05. Interpretation
    
    
    24SECTION 11.06. Counterparts
    
    
    24SECTION 11.07. Further Assurances
    
    
    24SECTION 11.08. Entire Agreement
    
    
    24SECTION 11.09. Governing Law; Submission to Jurisdiction; WAIVER OF JURY TRIAL
    
    
    24SECTION 11.10. Specific Performance
    
    
    25SECTION 11.11. Expenses
    
    
    25SECTION 11.12. Amendments and Waivers
    
    
    25SECTION 11.13. No Third Party Beneficiaries
    
    
    25SECTION 11.14. Headings
    
    
    25SECTION 11.15. Construction
    
    
    26
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THIRD AMENDED AND RESTATED
 LIMITED LIABILITY COMPANY AGREEMENT
 OF
 CALAMOS HOLDINGS LLC
 Agreement Company CFP CAM
 WITNESSETH:
 et seq Act Certificate
of Formation
 Amended Agreement
  ARTICLE I
DEFINITIONS
 Definitions
 Act
 Adjusted Capital Account Deficit




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Affiliate
 Agreement
 Asset Value de minimis de minimis g provided however
 Bankruptcy
  2




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Beneficial Owner Beneficially Own
 Board of Directors
 Business Day
 By-laws
 Calamos Family Members
 CAM
 Capital Account
 Capital Contribution
 Certificate of Formation
 CFP
 CFP Permitted Transferee
 3




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Class A Common Stock
 Code
 Company
 Contingencies
 Control Controlled by under common
Control with
 Credit Amount
 Depreciation provided however provided further
 Dissolution Event
 Exchange Act
 Family Member
 Final Tax Amount
 4




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Fiscal Year
 GAAP
 Incentive Plan
 Law
 Liquidation Agent
 Manager
 Member
 Net Profit Net Loss
 (i)
    
    any income of the Company that is exempt from federal income tax and not
otherwise taken into account in computing Net Profit or Net Loss pursuant to this
provision shall be added to such taxable income or loss;(ii)
    
    any expenditures of the Company described in Subchapter K of the Code relating
to expenditures which are neither deductible nor properly chargeable to capital, or
expenditures not otherwise taken into account in computing Net Profit or Net Loss
pursuant to this provision, shall be subtracted from such taxable income or loss;(iii)
    
    in the event assets of the Company are revalued pursuant to
Section 7.8, the amount of such adjustment shall be taken into account as gain
or loss from the disposition of such assets;
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(iv)
    
    Book Gain or Book Loss from the sale or other disposition of any asset of the
Company shall be taken into account in lieu of any tax gain or tax loss recognized by
the Company by reason of such sale or other disposition;(v)
    
    in lieu of the depreciation, amortization and other cost recovery deductions
taken into account in computing such taxable income or loss, there shall be taken into
account Depreciation for such fiscal year or other period, computed as provided in this
Agreement; and(vi)
    
    any items that are specially allocated pursuant to Section 6.06 and 6.09 shall
not be taken into account.
 Nonrecourse Deductions
 Officers
 Operating Companies
 Ownership Interest(s)
 Partner Nonrecourse Deduction i
 Person
 Regulations
 Regulatory Allocations
 Second Amended and Restated Certificate of Incorporation
 Securities Act
 6




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Tax Advances
 Tax Amount
 Tax Matters Member
 Transfer
 Transferee
 ARTICLE II
FORMATION, TERM, PURPOSE AND POWERS
 Formation
  Name
 Term
 Offices
 7




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Agent for Service of Process
 Business Purpose Operating Companies
 Powers of the Company
 Maintenance of Separate Existence
 No Personal Liability
 Admission of New Members provided however
 Withdrawal
 Waiver of Fiduciary Duties
 8




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provided however provided
 ARTICLE III
MANAGEMENT
 Manager
          9




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Compensation
 Reimbursements
 Authority of Members
 Voting Power
 Action by Written Consent
 ARTICLE IV
OFFICERS
 Officers Officers
 10




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Management Policies
 ARTICLE V
DISTRIBUTIONS
 Distributions pro rata
 Tax Advances Tax Amount pro rata
 Final Tax Amount Credit Amount
 11




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Liquidation Distribution
 Withholding
  Limitations on Distribution
 ARTICLE VI
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX
MATTERS
 Initial Capital Contributions
 Additional Capital Contributions
 Ownership Interests
 12




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Members Capital Accounts
            13




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Allocations of Net Profits and Net Losses pro rata
 Special Allocations Minimum Gain Chargeback
 Partner Minimum Gain Chargeback
 Qualified Income Offset
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Gross Income Allocation provided
 Nonrecourse Deductions pro rata
 Partner Nonrecourse Deductions i
 Section 754 Adjustments . m)(2 m)(4 m)(2 m)(4
 Tax Allocations
   15




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Tax Decisions Tax Matters Member
 Curative Allocations Regulatory Allocations
 ARTICLE VII
BOOKS AND RECORDS; REPORTS
 Books and Records
 16




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ARTICLE VIII
CERTIFICATES; OWNERSHIP INTERESTS; RESTRICTIONS ON TRANSFER
 Certificates
 Legend
  17




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Lost or Destroyed Certificates
 Reserved
 Incentive Plans
 Reserved
 Registered Members
 18




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Restrictions on Transfer
 Permitted Transfers
    provided however provided further
 Transfers to Persons other than CFP Permitted Transferees provided provided further
 19




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ARTICLE IX
DISSOLUTION, LIQUIDATION AND TERMINATION
 No Dissolution
 Events Causing Dissolution Dissolution Event
     provided however
 Distribution upon Dissolution Liquidation
Agent
  Contingencies
 20




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pro rata
 Time for Liquidation
 Termination
 Claims of the Members
 ARTICLE X
LIABILITY AND INDEMNIFICATION
 Liability of Members
 Indemnification by the Company
 21




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22




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ARTICLE XI
MISCELLANEOUS
 Severability
 Notices
  
  
  
 23




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Cumulative Remedies
 Binding Effect
 Interpretation
 Counterparts
 Further Assurances
 Entire Agreement
 Governing Law; Submission to Jurisdiction; WAIVER OF JURY TRIAL
  24




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Specific Performance
 Expenses
 Amendments and Waivers provided however
  No Third Party Beneficiaries
 Headings
 25




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Construction
 26




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CALAMOS FAMILY PARTNERS, INC.By:
    /s/ Cristina WasiakName:
    Cristina WasiakTitle:  Senior Vice President, Chief Financial

Officer and Treasurer /s/ John P. Calamos, Sr.John P. Calamos, Sr.
 CALAMOS ASSET MANAGEMENT, INC.By:
    /s/ James J. BoyneName:
    James J. BoyneTitle:  Senior Vice President, General
Counsel 
and Secretary 27




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Member
    
    Ownership Interests
    
    Capital Account(as of 3/1/09)
    
    (as of 12/31/07)Calamos Asset Management, Inc.
    
    
    21.43
    %
    
    $
    450,973,775Calamos Family Partners, Inc.
    
    
    78.37
    %
    
    $
    422,740,213John P. Calamos, Sr.
    
    
    0.2
    %
    
    $
    3,873,427