##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
   þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended:
    December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File Number:
    000-51003
  Calamos
    Asset Management, Inc. (Exact
    name of Registrant as specified in its charter)
  Delaware

32-0122554(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)2020 Calamos Court,

60563Naperville, Illinois

(Zip Code)(Address of principal executive
    offices)   Registrants telephone number, including area code:
 630-245-7200
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each
    class

Name of each exchange on
    which registeredClass A Common Stock, $0.01 par value

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### Table of Contents





PART I
  Item 1.
    Business  we, us, our our company
  Calamos Advisors
  Calamos Family Partners
  Calamos Global Funds Offshore
    Funds
  Calamos Financial Services
  Calamos Interests
    mutual funds open-end
    funds
  Overview
         2




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http://investors.calamos.com.
  Business
    Strategy
        Maintain
    Superior Investment Performance
  (1)
      (1) Source:
    Lipper: As of
    12/31/08:
    Growth Fund:#475 for 1 year and #238 for
    5 years among 506 and 238 multi-cap growth funds,
    respectively; Convertible Fund: #4 for 1 year
    and #5 for 5 years among 70 and 59 convertible funds,
    respectively; Growth and Income Fund: #121 for
    1 year and #56 for 5 years among 169 and 83
    flexible portfolio funds, respectively. Market Neutral Income
    Fund:#35 for 1 year and #17 for 5 years
    among 46 and 23 equity market-neutral funds, respectively;
    Lipper rankings of funds are based on net total return
    performance with dividends reinvested and do not take into
    account or reflect sales charges; if the rankings did reflect
    sales charges, the results might be less favorable. Each fund is
    ranked within a universe of funds similar in investment
    objective as determined by Lipper. All Lipper rankings of the
    open-end funds managed by Calamos Advisors cited in this report
    are for Class A shares of those funds. The other classes of
    shares of those funds may have different performance
    characteristics. The ratings and rankings included in this
    annual report on
    Form 10-K
    are subject to change without notice and are based on past
    performance, which may not be predictive of future results.
 3




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Focus
    on Clients, With an Emphasis on Serving Long-Term
    Investors
    Selectively
    Expand Our Investment Strategies
  130 30
    Expand
    Our Distribution Relationships and Client Base
    non-U.S. markets, non-U.S. markets.
  non-U.S. distribution
 4




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Capitalize
    on Our Recognized and Respected Brand
  Investors Business Daily Fortune The Wall Street Journal
      Investment
    Philosophy, Management and Process
  Investment
    Philosophy
        Investment
    Management
   5




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Investment
    Process
      
    Assess Business Value.  We analyze businesses
    as would a buyer of the entire company, analyzing financial
    statements to determine an economic enterprise value.
    Assess Security Value.  Once we understand the
    value of a business, our investment team focuses on individual
    security values within its capital structure.
    Assess Investment Opportunities.  By
    understanding all aspects of a companys capital structure,
    we seek to identify opportunities across asset classes (where
    applicable), as well as investment strategies.
    Assess the Opportunitys Role in the
    Portfolio.  Using risk management and portfolio
    construction techniques, we determine whether an individual
    security has a place in our investment portfolios and strategies.  bottom-up
     6




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Investment
    Strategies
    Equity

$
9.5


Invests in a range of global companies of various market
    capitalization under both growth and value disciplinesBalanced


7.4


Invests in dynamic blend of convertible securities, equities and
    high yield securities, globallyConvertible .


4.1


Invests primarily in convertible securitiesHigh Yield


1.6


Invests in high yield securities or junk bonds, as
    well as higher-yielding convertible securitiesAlternative


1.2


Invests in non-traditional strategies, including market neutral,
    convertible arbitrage and leveraged equity, among othersFixed Income


0.2


Invests in U.S. investment-grade bond market, international and
    high-yield securities, U.S. Government Agency obligations and
    repurchase agreements collateralized by U.S. Government Agency
    obligations.Total

$
24.0   Investment
    Products
    Mutual
    Funds
    Open-End
    Funds
      130 30
   7




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##### Table of Contents



Assets UnderFund and

Management atTicker Symbol

December 31, 2008

Year of(A Shares)

(in billions)

Inception

DescriptionGrowth
    CVGRX

$
6.7



1990


Seeks long-term capital growth by investing in U.S. equities
    identifying companies with higher growth relative to peersBlue Chip
    CBCAX


0.1



2003


Seeks long-term capital growth by investing in equities of
    larger, established U.S. companies with balance sheet strength,
    which can help mitigate downside riskValue
    CVAAX


0.1



2002


Seeks long-term capital growth by investing in the equities of
    U.S. companies that are trading well below their intrinsic
    values but possess identifiable potential catalysts that can
    spur them to normal levelsInternational Growth
    CIGRX


0.2



2005


Seeks long-term capital growth by targeting securities of
    non-U.S. companies that demonstrate acceleration in revenue
    growth, earnings growth and return on capitalGlobal Equity
    CAGEX


0.1



2007


Seeks long-term capital growth by investing in global securities
    of companies with balance sheet strengthGlobal Growth and Income
    CVLOX


0.6



1996


Seeks high long-term total return through capital appreciation
    and current income, while offering a defensive approach to
    equity exposure by strategically allocating stocks, convertible
    and fixed-income securities among countries and security typesMulti-Fund Blend
    CMQAX


n/a



2006


As a fund of three Calamos funds, seeks long-term capital growth
    and, secondarily, current income by investing in the I shares of
    the Growth Fund, Global Growth and Income Fund, and Value FundGrowth and Income
    CVTRX


3.2



1988


Seeks high long-term total return through growth and current
    income by allocating investments among equity, convertible and
    fixed-income securities130/30 Equity
    CELSX


0.1



2008


Seeks long-term capital growth by investing approximately 80% of
    managed assets in U.S. equities and 30% of net assets in
    short-selling securitiesEvolving World Growth
    CNWGX


0.1



2008


Seeks long-term capital growth by investing in securities of
    companies based in developing countries or with ties to emerging
    economiesHigh Yield
    CHYDX


0.1



1999


Seeks the highest level of current income obtainable with
    reasonable risk, with a secondary objective of capital
    appreciation, by combining higher-yielding fixed income and
    convertible securities to achieve greater equity sensitivity
    than a traditional non-convertible fixed income allocationTotal Return Bond
    CTRAX


0.1



2007


Seeks total return, consistent with preservation of capital, by
    investing across the broad sectors of the U.S. investment-grade
    bond market, as well as international and high-yield securitiesConvertible (1)
    CCVIX


0.8



1985


Seeks current income, with a secondary objective of capital
    growth, by investing in convertible securities issued by U.S.
    and foreign companiesMarket Neutral Income
    CVSIX


1.2



1990


Seeks high current income consistent with stability of principal
    by dynamically combining complementary income-producing
    strategies such as convertible arbitrage and covered call writingGovernment Money Market.
    CGIXX


0.1



2007


Seeks current income, consistent with liquidity and stability of
    capital, by investing exclusively in U.S. Government Agency
    obligations and repurchase obligations collateralized by U.S.
    Government Agency obligationsCalamos Global Funds


0.1



2007


Four offshore funds offered to non U.S. investors, including the
    Calamos Growth Fund, the Calamos U.S. Opportunities Fund, the
    Calamos Global Opportunities Fund and the Calamos Global Equity
    FundTotal

$
13.6     (1)
    
    Re-opened to new investments effective October 8, 2008
    after being closed since April 2003. 8




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Closed-End
    Funds
               9




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Assets UnderManagement atDecember 31, 2008

Year ofFund and Ticker

(in billions)

Inception

DescriptionConvertible Opportunities and Income
    CHI

$
0.6



2002


Enhanced fixed-income oriented. Seeks total return through a
    combination of capital appreciation and current income by
    investing in convertible and non-convertible fixed-income
    securitiesConvertible and High Income
    CHY


0.9



2003


Enhanced fixed-income oriented. Seeks total return through a
    combination of capital appreciation and current income by
    investing in convertible and high-yield fixed-income securitiesGlobal Dynamic Income
    CHW


0.6



2007


Enhanced fixed-income oriented. Seeks total return through high
    level of current income and capital appreciation by investing in
    equity and fixed-income securities, and alternative investments
    around the worldStrategic Total Return
    CSQ


1.7



2004


Total return oriented. Seeks total return through a combination
    of capital appreciation and current income by investing in
    equity, convertible and high-yield fixed-income securitiesGlobal Total Return
    CGO


0.1



2005


Total return oriented. Seeks total return through a combination
    of capital appreciation and current income by investing in a
    globally diversified portfolio of equity, convertible and
    high-yield fixed-income securitiesTotal

$
3.9   Separate
    Accounts
    Institutional
    Accounts
       10




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Managed
    Accounts
    Other
    Advisory Services
  Wealth
    Management
      Investor
    Services
    Distribution
    Relationships
     11




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Other
    Considerations
  Technology
    and Intellectual Property
      Competition
      Regulatory
    Environment
     12




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Employees
    SEC
    Filings
  http://investors.calamos.com.
 13




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Item 1A.
    Risk
    Factors  Business
    Risks
    Risks
    Related to Our Industry
  A
    general or prolonged decline in the prices of securities may
    lead to a decline in our assets under management, revenues and
    earnings.
  and/or Rule 12b-1 Rule 12b-1 Rule 12b-1
  The
    increased potential of changes in laws or regulations or in
    governmental policies due to the state of the economy and the
    current political climate could limit the sources and amounts of
    our revenues, increase our costs of doing business, decrease our
    profitability and materially and adversely affect our
    business.
    The
    asset management business is intensely
    competitive.
     14




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To the
    extent we are forced to compete on the basis of price, we may
    not be able to maintain our current fee structure.
    We
    derive a substantial portion of our revenues from contracts that
    may be terminated on short notice.
    Investors
    in the open-end funds can redeem their investments in these
    funds at any time without prior notice, which could adversely
    affect our earnings.
    Catastrophic
    and unpredictable events could have a material adverse effect on
    our business.
     15




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Risks
    Related to Our Business
  Control
    by Calamos family members of a majority of the combined voting
    power of our common stock may give rise to conflicts of
    interests.
    The
    loss of key executives could have a material adverse affect on
    our business.
    We
    depend on third-party distribution channels to market our
    investment products and access our client base.
  Rule 12b-1 and/or Rule 12b-1 Rule 12b-1
 16




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Our
    ability to operate our company effectively could be impaired if
    we are unable to attract and retain qualified
    personnel.
      We
    derive a substantial portion of our revenues from a limited
    number of our products.
      We are
    dependent on Calamos Holdings LLC to distribute cash to us in
    amounts sufficient to pay our tax liabilities and other
    expenses.
   17




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We
    intend to pay regular dividends to our stockholders, but our
    ability to do so is subject to the discretion of our board of
    directors and may be limited by our holding company structure
    and applicable provisions of Delaware law.
    A
    change of control of our company would automatically terminate
    our investment management agreements with our clients, unless
    our separate account clients consent and, in the case of fund
    clients, the funds boards of trustees and shareholders
    voted to continue the agreements, and could prevent us for a
    two-year period from increasing the investment advisory fees we
    are able to charge our mutual fund clients.
      We
    require specialized technology to operate our business and would
    be adversely affected if our technology became inoperative or
    obsolete.
       18




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Damage
    to our reputation could adversely affect our
    business.
    Improper
    disclosure of personal data could result in liability and harm
    our reputation.
    Risks
    Related to the Company
  The
    disparity in the voting rights among the classes of shares may
    have a potential adverse effect on the price of our Class A
    common stock.
    Future
    sales of our Class A common stock in the public market
    could lower our stock price, and any additional capital raised
    by us through the sale of equity or convertible securities may
    dilute our stockholders ownership in us.
    and/or
     19




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The
    Calamos familys beneficial ownership of our Class B
    common stock, as well as anti-takeover provisions in our second
    amended and restated certificate of incorporation and bylaws,
    could discourage a change of control that our stockholders may
    favor, which could negatively affect our stock
    price.
    If the
    Internal Revenue Service disallows all or any portion of the tax
    amortization deduction allocated to the company in association
    with the section 754 election made by Calamos Holdings LLC, such
    action could have a material adverse effect on our
    business.
    The
    inability for Calamos Holdings LLC to maintain compliance with
    its financial covenants could have a material adverse effect on
    our Company.
   20




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Significant
    changes in market conditions and the economy may require a
    modification to our business plan.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   21




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PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities      Market Price Range


Cash Dividends2008


2007


per ShareHigh


Low


High


Low


2008


2007First Quarter

$
29.67


$
14.46


$
28.75


$
21.89


$
0.11


$
0.11Second Quarter

$
23.28


$
14.69


$
26.31


$
21.98


$
0.11


$
0.11Third Quarter

$
24.00


$
13.13


$
28.53


$
20.08


$
0.11


$
0.11Fourth Quarter

$
19.43


$
2.55


$
34.61


$
25.88


$
0.055


$
0.11       Equity
    Compensation Plan Information
    As of December 31, 2008
  Number of SecuritiesRemaining Availablefor Future IssuanceNumber of Securities


Weighted-Average


Under Equityto be Issued upon


Exercise Price of


Compensation plansExercise of


Outstanding


(ExcludingOutstanding options,


options, Warrants


Securities ReflectedWarrants and Rights


and Rights


in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders:Stock options


2,588,326


$
24.01



N/A(1
)Restricted stock units


1,043,081







N/A(1
)Equity compensation plans not approved by security holders










Total


3,631,407


$
17.11



5,657,541
(1)     (1)
    
    A combined total of 10,000,000 shares of Calamos Asset
    Management, Inc.s common stock may be issued under the
    stock option and restricted stock unit plans. During the twelve
    months ended December 31, 2008, 2007 and 2006,
    246,204 shares, 231,249 shares and
    233,599 shares, respectively, were exercised under the
    restricted stock unit plan. 22




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Performance
    Graph
  Total
    Return Performance
  
  Period EndingIndex

10/28/04


12/31/04


12/31/05


12/31/06


12/31/07


12/31/08Calamos Asset Management, Inc.


100.00



135.54



159.57



137.76



155.42



39.56SNL Asset Manager


100.00



114.57



145.71



168.98



192.36



91.42S&P 500


100.00



107.85



113.15



131.02



138.22



87.08  23




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Item 6.
    Selected
    Financial Data      Form 10-K.
  Pro FormaCombinedYear Ended December 31,


Nov. 2 to


Jan. 1 to


Year Ended(in thousands, except share data)

2008


2007


2006


2005


Dec. 31, 2004


Nov. 1, 2004


2004(Predecessor)Income Statement Data:RevenuesInvestment management fees

$
274,174


$
325,395


$
329,383


$
284,951


$
41,787


$
168,938


$
210,725Distribution and underwriting fees


114,023



143,994



151,760



129,250



19,350



79,578



98,928Other


3,392



4,088



4,029



3,366



633



1,861



2,494Total revenues


391,589



473,477



485,172



417,567



61,770



250,377



312,147Operating expensesEmployee compensation and benefits


74,483



91,039



73,382



61,029



12,537



53,170



65,707Distribution and underwriting expenses


84,884



104,227



100,935



79,446



11,040



39,517



50,557Amortization of deferred sales commissions


23,417



27,249



32,924



31,431



5,109



24,315



29,424Marketing and sales promotion


11,908



40,833



15,631



14,738



2,263



16,881



19,144General and administrative


37,800



37,036



31,272



24,829



2,587



11,258



13,845Total operating expenses


232,492



300,384



254,144



211,473



33,536



145,141



178,677Operating income


159,097



173,093



231,028



206,094



28,234



105,236



133,470Non-operating income (loss)


(291,899
)


29,901



12,381



5,761



1,016



(1,487
)


(471
)Income (loss) before minority interest in Calamos Holdings LLC
    and income taxes


(132,802
)


202,994



243,409



211,855



29,250



103,749



132,999Minority interest in Calamos Holdings LLC


(104,494
)


156,583



186,631



163,009



22,609







22,609Income (loss) before income taxes


(28,308
)


46,411



56,778



48,846



6,641



103,749



110,390Income taxes


(3,787
)


18,666



22,770



19,624



2,649



1,567



4,216Net income (loss)

$
(24,521
)

$
27,745


$
34,008


$
29,222


$
3,992


$
102,182


$
106,174Earnings (loss) per shareBasic

$
(1.24
)

$
1.24


$
1.47


$
1.27


$
0.18


$
1.06Diluted(1)

$
(1.24
)

$
1.22


$
1.45


$
1.26


$
0.17


$
1.06Weighted average shares outstandingBasic


19,752,972



22,297,170



23,161,998



23,000,100



22,700,100



96,800,000
(2)Diluted(1)


97,449,228



99,760,872



100,805,030



100,625,824



100,491,409



96,800,000   24




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As of December 31,2008


2007


2006


2005


2004Balance Sheet Data (in thousands):Cash and cash equivalents

$
59,425


$
108,441


$
328,841


$
210,469


$
149,315Investment securities


187,443



535,476



142,675



128,265



90,444Partnership investments and offshore funds


28,471



353,004



86,846



79,662



60,506Total assets


475,873



1,217,672



791,788



665,309



516,445Long-term debt


125,000



525,000



150,000



150,000



150,000Total liabilities


164,826



602,553



208,848



205,292



191,335Minority interests


160,274



401,382



368,363



273,883



166,616Total stockholders equity


150,773



213,737



214,577



186,134



158,494Assets Under Management (in millions):Mutual funds


17,498



34,835



33,704



32,244



27,275Separate accounts


6,542



11,373



11,021



11,561



10,700Total assets under management

$
24,040


$
46,208


$
44,725


$
43,805


$
37,975     (1)
    
    In calculating diluted earnings per share for 2007, 2006, 2005
    and for the period November 2, 2004 to December 31,
    2004, the effective tax rates of 40.2%, 40.1%, 40.2% and 39.9%,
    respectively, were applied to income (losses) before minority
    interest in Calamos Holdings LLC and income taxes. Diluted
    shares outstanding for the periods after November 1, 2004
    are calculated (a) assuming the Calamos Interests exchanged
    all of their membership units in Calamos Holdings LLC for shares
    of the Companys Class A common stock on a one-for-one
    basis and (b) including the effect of outstanding
    restricted stock unit and option awards. Because the Company
    generated a loss in 2008, diluted per share results equal basic
    per share results as the economic impact of the Calamos
    Interests exchange and the effect of stock-based
    compensation results in anti-dilution.(2)
    
    Basic shares for the period January 1, 2004 through
    November 2, 2004 reflect the 96,800,000 membership units
    existing after giving effect to the formation transaction,
    whereby on October 15, 2004, Calamos Family Partners, Inc.
    contributed all of its assets and liabilities, including all
    equity interest in its wholly owned subsidiaries, to Calamos
    Holdings LLC in exchange for 96,800,000 membership units of
    Calamos Holdings LLC.  Item 7.
    Managements
    Discussion And Analysis Of Financial Condition And Results Of
    Operation   25




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Assets
    Under Management
    (in millions)

2008


2007


2006Mutual FundsOpen-end funds

$
13,594


$
27,434


$
27,303Closed-end funds


3,904



7,401



6,401Total mutual funds


17,498



34,835



33,704Separate AccountsInstitutional accounts


3,483



5,193



5,203Managed accounts


3,059



6,180



5,818Total separate accounts


6,542



11,373



11,021Total assets under management

$
24,040


$
46,208


$
44,725     
    purchases and redemptions of shares of the open-end funds and
    other investment products;
    the amount of non-reinvested capital gain distributions;
    fluctuations in the financial markets around the world that
    result in appreciation or depreciation of assets under
    management;
    the use of leverage within the closed-end funds;
    our ability to educate our target clients about our investment
    philosophy and provide them with
    best-in-class
    service;
    the relative investment performance of our investment products
    as compared to competing offerings and market indices;
    competitive conditions in the mutual fund, asset management and
    broader financial services sectors;
    investor sentiment and confidence; and
    our introduction of new investment strategies and products and
    our decision to close strategies when deemed in the best
    interests of our clients.  Investment
    Products
  Mutual
    Funds
    Open-End Funds.
 26




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Closed-End Funds.
  Separate
    Accounts
    
    Institutional accountsare separately managed accounts
    for institutional investors, such as public and private pension
    funds, public funds, endowment funds and private investment
    funds, and are offered directly by us through institutional
    consultants and through national and regional broker-dealers.
    Managed accountsare separately managed accounts for high
    net worth investors offered primarily through national and
    regional broker-dealers.  Revenues
    
    total value and composition of our assets under management;
    the amount of non-reinvested capital gain distributions;
    market appreciation or depreciation;
    the use of leverage within our products;
    investment performance relative to benchmarks and competitors;
    level of net purchases and redemptions, which represent the sum
    of new client assets, additional funding from existing clients,
    withdrawals of assets from and termination of client accounts,
    and purchases and redemptions of mutual fund shares;
    a determination by the independent trustees of the mutual funds
    to terminate or significantly alter the funds investment
    management agreements with us; and
    increased competition. 27




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and/or Rule 12b-1
  
    total value and composition of our assets under management
    generally and by share class;
    market appreciation or depreciation; and
    the level of purchases and redemptions.  Investment
    Management Fees
    Distribution
    and Underwriting Fees
  and/or Rule 12b-1
  Rule 12b-1 and/or Rule 12b-1 Rule 12b-1
      Other
    Revenues
    Operating
    Expenses
    
    variations in the level of total compensation expense due to,
    among other things, incentive compensation, changes in our
    employee count and mix, and competitive factors; 28




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##### Table of Contents




    changes in distribution and underwriting expense as a result of
    fluctuations in mutual fund sales, level of redemptions and
    market appreciation or depreciation of assets under management;
    the amount of
    Rule 12b-1
    distribution
    and/or
    service fees that we receive, as well as our continued ability
    to receive those fees in the future, which would affect the
    amortization expenses associated with the receipt of these fees;
    changes in the level of our marketing and promotion expenses in
    response to market conditions, including our efforts to further
    penetrate our existing distribution channels; and
    expenses and capital costs, such as technology assets,
    depreciation, amortization, and research and development,
    incurred to maintain and enhance our administrative and
    operating services infrastructure.    Employee
    Compensation and Benefits
      Distribution
    and Underwriting Expense
  Rule 12b-1 and/or
  Amortization
    of Deferred Sales Commissions
  and/or Rule 12b-1 Rule 12b-1 Rule 12b-1
  Other
    Operating Expenses
   29




---



##### Table of Contents



and/or
  Impact of
    Distribution and Underwriting Activities
    2008


2007Distribution and underwriting fees

$
114,023


$
143,994Distribution and underwriting expense


(84,884
)


(104,227
)Amortization of deferred sales commissions


(23,417
)


(27,249
)Net distribution fees

$
5,722


$
12,518Net distribution fee margin


5
%


9
%     Class A shares Rule 12b-1 Rule 12b-1 Rule 12b-1
    Class B shares
 30




---



##### Table of Contents



Rule 12b-1 Rule 12b-1 Rule 12b-1 Rule 12b-1 Rule 12b-1
    Class C shares
  Rule 12b-1 Rule 12b-1 12b-1 Rule 12b-1
  Rule 12b-1
  Class I shares Rule 12b-1
  Class R shares Rule 12b-1 12b-1 Rule 12b-1
 31




---



##### Table of Contents



Class X shares Rule 12b-1
    Non-Operating
    Income (Loss)
    Minority
    Interest
  Minority
    Interest in Calamos Holdings LLC
        Minority
    Interest in Partnership Investments and Offshore
    Funds
   32




---



##### Table of Contents



Income
    Taxes
    Dilutive
    Effect of Issuance of New Shares of Class A Common
    Stock
   33




---



##### Table of Contents



Operating
    Results
  Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
  Assets
    Under Management
    Year EndedDecember 31,


Change(in millions)

2008


2007


Amount


PercentMutual FundsBeginning assets under management

$
34,835


$
33,704


$
1,131



3
%Net redemptions


(3,859
)


(2,469
)


(1,390
)


(56
)Market appreciation (depreciation)


(13,478
)


3,600



(17,078
)



*Ending assets under management


17,498



34,835



(17,337
)


(50
)Average assets under management


27,569



33,892



(6,323
)


(19
)Separate AccountsBeginning assets under management


11,373



11,021



352



3Net redemptions


(661
)


(1,152
)


491



43Market appreciation (depreciation)


(4,170
)


1,504



(5,674
)



*Ending assets under management


6,542



11,373



(4,831
)


(42
)Average assets under management


9,497



10,877



(1,380
)


(13
)Total Assets Under ManagementBeginning assets under management


46,208



44,725



1,483



3Net redemptions


(4,520
)


(3,621
)


(899
)


(25
)Market appreciation (depreciation)


(17,648
)


5,104



(22,752
)



*Ending assets under management


24,040



46,208



(22,168
)


(48
)Average assets under management

$
37,066


$
44,769


$
(7,703
)


(17
)%     *
    
    Not meaningful.       34




---



##### Table of Contents



One-Time
    Items
     35




---



##### Table of Contents



2008


2007(in thousands)Operating expenses

$
232,492


$
300,384Termination of closed-end fund compensation agreements






19,500Closed-end fund structuring fees






6,904Operating expenses, as adjusted

$
232,492


$
273,980Operating income

$
159,097


$
173,093Termination of closed-end fund compensation agreements






19,500Closed-end fund structuring fees






6,904Operating income, as adjusted

$
159,097


$
199,497Operating margin


40.6
%


36.6
%Termination of closed-end fund compensation agreements






4.1Closed-end fund structuring fees






1.4Operating margin, as adjusted


40.6
%


42.1
%Net income (loss)

$
(24,521
)

$
27,745Termination of closed-end fund compensation agreements






2,634Closed-end fund structuring fees






933Net deferred tax assets revaluation


6,771



Net income (loss), as adjusted

$
(17,750
)

$
31,312Diluted earnings (loss) per share

$
(1.24
)

$
1.22Termination of closed-end fund compensation agreements






0.11Closed-end fund structuring fees






0.04Net deferred tax assets revaluation


0.34



Diluted earnings (loss) per share, as adjusted

$
(0.90
)

$
1.37   Results
    of Operations
  Operating
    Income
      Revenues
    Change(in thousands)

2008


2007


Amount


PercentInvestment management fees

$
274,174


$
325,395


$
(51,221
)


(16
)%Distribution and underwriting fees


114,023



143,994



(29,971
)


(21
)Other


3,392



4,088



(696
)


(17
)Total revenues

$
391,589


$
473,477


$
(81,888
)


(17
)%  36




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##### Table of Contents



Operating
    Expenses
      Change(in thousands)

2008


2007


Amount


PercentEmployee compensation and benefits

$
74,483


$
91,039


$
(16,556
)


(18
)%Distribution and underwriting expense


84,884



104,227



(19,343
)


(19
)Amortization of deferred sales commissions


23,417



27,249



(3,832
)


(14
)Marketing and sales promotion


11,908



40,833



(28,925
)


(71
)General and administrative


37,800



37,036



764



2Total operating expenses

$
232,492


$
300,384


$
(67,892
)


23
%       12b-1
 37




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##### Table of Contents



Rule 12b-1 Rule 12b-1 Rule 12b-1
        Non-Operating
    Income (Loss)
    (in thousands)

2008


2007


ChangeInterest income

$
2,334


$
16,706


$
(14,372
)Interest expense


(32,010
)


(19,555
)


(12,455
)Net interest income (expense)


(29,676
)


(2,849
)


(26,827
)Capital gain (loss) and dividend income


(162,977
)


21,460



(184,437
)Unrealized appreciation (depreciation)


(132,834
)


11,953



(144,787
)Miscellaneous other income


(1,070
)


935



(2,005
)Investment and other income (loss)


(296,881
)


34,348



(331,229
)Debt extinguishment costs


(37,498
)






(37,498
)Minority interest in partnership investments


72,156



(1,598
)


73,754Non-operating income (loss)

$
(291,889
)

$
29,901


$
(321,800
)      38




---



##### Table of Contents



Income
    Taxes
    Net
    Income (loss)
     39




---



##### Table of Contents



Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
  Assets
    Under Management
    Year EndedDecember 31,


Change(in millions)

2007


2006


Amount


PercentMutual FundsBeginning assets under management

$
33,704


$
32,244


$
1,460



5
%Net purchases (redemptions)


(2,469
)


288



(2,757
)


*Market appreciation


3,600



1,172



2,428



207Ending assets under management


34,835



33,704



1,131



3Average assets under management


33,892



34,075



(183
)


1Separate AccountsBeginning assets under management


11,021



11,561



(540
)


5Net redemptions


(1,152
)


(1,107
)


(45
)


4Market appreciation


1,504



567



937



165Ending assets under management


11,373



11,021



352



3Average assets under management


10,877



11,605



(728
)


6Total Assets Under ManagementBeginning assets under management


44,725



43,805



920



2Net redemptions


(3,621
)


(819
)


(2,802
)


342Market appreciation


5,104



1,739



3,365



194Ending assets under management


46,208



44,725



1,483



3Average assets under management

$
44,769


$
45,680


$
(911
)


2
%     *
    
    Not meaningful.         40




---



##### Table of Contents



One-Time
    Activities
      Regulation S-K
 41




---



##### Table of Contents



(in thousands)

2007


2006Operating expenses

$
300,384


$
254,144Termination of closed-end fund compensation agreements


19,500



Closed-end fund structuring fees


6,904



Operating expenses, as adjusted

$
273,980


$
254,144Operating income

$
173,093


$
231,028Termination of closed-end fund compensation agreements


19,500



Closed-end fund structuring fees


6,904



Operating income, as adjusted

$
199,497


$
231,028Net income

$
27,745


$
34,008Termination of closed-end fund compensation agreements


2,634



Closed-end fund structuring fees


933



Net income, as adjusted

$
31,312


$
34,008   Results
    of Operations
  Operating
    Income
      Revenues
    Change(in thousands)

2007


2006


Amount


PercentInvestment management fees

$
325,395


$
329,383


$
(3,988
)


1
%Distribution and underwriting fees


143,994



151,760



(7,766
)


5Other


4,088



4,029



59



1Total revenues

$
473,477


$
485,172


$
(11,695
)


2
%    42




---



##### Table of Contents



Operating
    Expenses
      Change(in thousands)

2007


2006


Amount


PercentEmployee compensation and benefits

$
91,039


$
73,382


$
17,657



24
%Distribution and underwriting expense


104,227



100,935



3,292



3Amortization of deferred sales commissions


27,249



32,924



(5,675
)


17Marketing and sales promotion


40,833



15,631



25,202



161General and administrative


37,036



31,272



5,764



18Total operating expenses

$
300,384


$
254,144


$
46,240



18
%     Rule 12b-1 Rule 12b-1 Rule 12b-1
     43




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##### Table of Contents



Non-Operating
    Income (Loss)
    (in thousands)

2007


2006


ChangeInterest income

$
16,706


$
13,149


$
3,557Interest expense


(19,555
)


(8,145
)


(11,410
)Net interest income (expense)


(2,849
)


5,004



(7,853
)Capital gain and dividend income


21,460



4,352



17,108Unrealized appreciation


11,953



1,979



9,974Miscellaneous other income


935



1,072



(137
)Investment and other income (loss)


34,348



7,403



26,945Minority interest in partnership investments


(1,598
)


(26
)


(1,572
)Non-operating income (loss)

$
29,901


$
12,381


$
17,520          44




---



##### Table of Contents



Income
    Taxes
    Net
    Income
      Quarterly
    Results of Operations
    At or for the Quarter Ended(in thousands, except

2007


2008share data)

March 31


June 30


Sept. 30


Dec. 31


March 31


June 30


Sept. 30


Dec. 31Assets under management
    (in millions)

$
42,550


$
43,811


$
46,746


$
46,208


$
40,906


$
41,210


$
33,329


$
24,040Total revenue


115,700



114,767



118,484



124,526



110,693



112,238



101,807



66,851Total operating expenses


65,545



93,835



69,045



71,959



66,264



63,127



57,696



45,405Operating income


50,155



20,932



49,439



52,567



44,429



49,111



44,111



21,446Net income (loss)

$
7,534


$
3,805


$
7,127


$
9,279


$
449


$
1,896


$
(799
)

$
(26,067
)Diluted earnings (loss) per share(1)

$
0.32


$
0.16


$
0.32


$
0.42


$
0.02


$
0.09


$
(0.05
)

$
(1.34
)Diluted shares outstanding(2)


100,764,966



100,289,411



99,320,380



98,786,281



97,621,495



97,051,708



96,829,687



98,551,808     (1)
    
    In calculating 2008 per share results for the quarters ended
    March 31, 2008, June 30, 2008 and September 30,
    2008, the effective tax rates applied to income before minority
    interest in Calamos Holdings LLC and income taxes were 40.3%,
    36.9% and 33.0%, respectively. Because the Company generated a
    loss in the quarter ended December 31, 2008, diluted per
    share results equal basic per share results as the economic
    impact of the Calamos Interests exchange and the effect of
    stock-based compensation results in anti-dilution.In calculating 2007 per share results for the quarters ended
    March 31, 2007, June 30, 2007, September 30, 2007
    and December 31, 2007, the effective tax rates applied to
    income before minority interest in Calamos Holdings LLC and
    income taxes were 40.1%, 40.7%, 40.0% and 40.2%, respectively.(2)
    
    The diluted shares outstanding are calculated:
    (a) including the effect of outstanding restricted stock
    unit and option awards and (b) assuming Calamos Family
    Partners, Inc. and John P. Calamos, Sr. exchanged all of their
    membership units in Calamos Holdings LLC for, and converted all
    outstanding shares of our Class B common stock into, shares
    of our Class A common stock, in each case on a one-for-one
    basis. In calculating the diluted results for the quarter ended
    December 31, 2008, the number of outstanding shares equals
    basic shares outstanding as the economic impact of the Calamos
    Interests exchange and the effect of stock-based
    compensation results in anti-dilution.  Liquidity
    and Capital Resources
   45




---



##### Table of Contents



one-in-three
      (in thousands)

2008


2007Statements of financial condition data:Cash and cash equivalents

$
59,425


$
108,441Receivables


20,049



39,340Investment securities


187,443



535,476Partnership investments and offshore funds


28,471



353,004Deferred tax assets, net


95,606



90,284Deferred sales commissions


18,414



34,076Long-term debt


125,000



525,000   step-up
    (in thousands)

2008


2007


2006Cash flow data:Net cash provided by operating activities

$
125,228


$
226,475


$
249,181Net cash provided by (used in) investing activities


323,296



(654,152
)


(16,441
)Net cash provided by (used in) financing activities


(497,540
)


207,277



(114,368
)    46




---



##### Table of Contents



47




---



##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess than








More than(in thousands)

Total


1 Year


1-3 Years


3-5 Years


5 YearsLong-term debt obligations, including
    interest(1)

$
174,293


$
7,677


$
47,090


$
11,908


$
107,618Operating lease
    obligations(2)


74,913



4,534



8,861



8,713



52,805Other long-term
    obligations(3)


754



304



357



87



6Total

$
249,960


$
12,515


$
56,308


$
20,708


$
160,429     (1)
    
    The Companys senior unsecured notes, which aggregate to
    $125 million, have series maturing in 2011, 2014, 2017 and
    2019.(2)
    
    In accordance with generally accepted accounting principles in
    the United States, these obligations are not reflected in the
    accompanying consolidated statements of financial condition.(3)
    
    Other long-term obligations principally represent commitments
    under equity compensation agreements. These obligations are
    included in other long-term liabilities in the accompanying
    consolidated statements of financial condition.  Critical
    Accounting Policies and Estimates
      Deferred
    Sales Commissions
  12b-1 12b-1
  24-month
 48




---



##### Table of Contents



Compensation
    Plans
    Income
    Taxes
  step-up
  Recently
    Issued Accounting Pronouncements
  Business
    Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Disclosures
    about Derivative Instruments and Hedging Activities 
    an amendment of FASB Statement No. 133
 49




---



##### Table of Contents



Forward-Looking
    Information
  Form 10-K,
    and/or best-in-class Risk Factors
  Item 7a.
    Quantitative
    And Qualitative Disclosures About Market Risk       50




---



##### Table of Contents



51




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data   
 Report of Independent Registered Public
    Accounting Firm


F-1Managements Report on Internal Control Over
    Financial Reporting


F-2Consolidated Statements of Financial Condition at
    December 31, 2008 and 2007


F-3Consolidated Statements of Operations for the
    years ended December 31, 2008, 2007 and 2006


F-4Consolidated Statements of Changes in
    Stockholders Equity for the years ended December 31,
    2008, 2007 and 2006


F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


F-6Notes to Consolidated Financial Statements


F-7EX-3(i)EX-3(ii)EX-10.5EX-10.7EX-10.8EX-10.11EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   52




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     Internal Control  Integrated
    Framework
        Internal Control  Integrated Framework
  KPMG
    LLP
    F-1




---



##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING  Rule 13a-15(f) 15d-15(f)
        /s/  John
    P. Calamos,
    Sr.John
    P. Calamos, Sr.
    Chairman, Chief Executive Officer and
    Co-Chief
    Investment Officer

/s/  Cristina
    WasiakCristina
    Wasiak
    Senior Vice President, 
    Chief Financial Officer    F-2




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  CONSOLIDATED
    STATEMENTS OF FINANCIAL CONDITION
  December 31,(in thousands, except share data)

2008


2007ASSETS:Current assetsCash and cash equivalents

$
59,425


$
108,441Receivables:Affiliates and affiliated funds


13,187



27,641Customers


6,862



11,699Investment securities


187,443



535,476Partnership investments and offshore funds


28,471



353,004Prepaid expenses


2,607



3,139Deferred tax assets, net


11,837



6,926Other assets


21,766



2,184Total current assets


331,598



1,048,510Non-current assetsDeferred tax assets, net


83,769



83,358Deferred sales commissions


18,414



34,076Property and equipment, net


41,058



48,420Other non-current assets


1,034



3,308Total non-current assets


144,275



169,162Total assets


475,873



1,217,672LIABILITIES AND STOCKHOLDERS EQUITY:Current liabilitiesAccounts payable:Brokers


10,239



19,950Affiliates and affiliated funds


283



372Accrued compensation and benefits


10,419



26,462Interest payable


3,025



12,636Accrued expenses and other current liabilities


5,889



9,257Total current liabilities


29,855



68,677Long-term liabilitiesLong-term debt


125,000



525,000Other long-term liabilities


9,971



8,876Total long-term liabilities


134,971



533,876Total liabilities


164,826



602,553Minority interest in partnership investments


1,289



49,177Minority interest in Calamos Holdings LLC


158,985



352,205Stockholders equityClass A Common Stock, $0.01 par value; authorized
    600,000,000 shares; 23,497,687 shares issued and
    19,497,687 shares outstanding at December 31, 2008;
    23,324,082 shares issued and 20,871,982 shares
    outstanding at December 31, 2007


235



233Class B Common Stock, $0.01 par value; authorized
    1,000 shares; issued and outstanding 100 shares


0



0Additional paid-in capital


207,844



198,924Retained earnings


38,010



70,102Accumulated other comprehensive income (loss)


(101
)


5,081Treasury stock at cost; 4,000,000 shares at
    December 31, 2008; 2,452,100 shares at
    December 31, 2007


(95,215
)


(60,603
)Total stockholders equity


150,773



213,737Total liabilities, minority interest and stockholders
    equity

$
475,873


$
1,217,672    F-3




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  (in thousands, except share data)

Year Ended December 31,2008


2007


2006Revenues:Investment management fees

$
274,174


$
325,395


$
329,383Distribution and underwriting fees


114,023



143,994



151,760Other


3,392



4,088



4,029Total revenues


391,589



473,477



485,172Expenses:Employee compensation and benefits


74,483



91,039



73,382Distribution and underwriting expense


84,884



104,227



100,935Amortization of deferred sales commissions


23,417



27,249



32,924Marketing and sales promotion


11,908



40,833



15,631General and administrative


37,800



37,036



31,272Total operating expenses


232,492



300,384



254,144Operating income


159,097



173,093



231,028Non-operating income (loss):Net interest income (expense)


(29,676
)


(2,849
)


5,004Investment and other income (loss)


(296,881
)


34,348



7,403Minority interest in partnership investments


72,156



(1,598
)


(26
)Debt extinguishment costs


(37,498
)






Total non-operating income (loss)


(291,899
)


29,901



12,381Income (loss) before minority interest in Calamos Holdings LLC
    and income taxes


(132,802
)


202,994



243,409Minority interest in Calamos Holdings LLC


(104,494
)


156,583



186,631Income (loss) before income taxes


(28,308
)


46,411



56,778Income taxes


(3,787
)


18,666



22,770Net income (loss)

$
(24,521
)

$
27,745


$
34,008Earnings (losses) per share:Basic

$
(1.24
)

$
1.24


$
1.47Diluted

$
(1.24
)

$
1.22


$
1.45Weighted average shares outstanding:Basic


19,752,972



22,297,170



23,161,998Diluted(1)


97,449,228



99,760,872



100,805,030Cash dividends per share

$
0.385


$
0.44


$
0.36     (1)
    
    The number of diluted shares outstanding used in calculating
    diluted per share results for 2008 represent basic shares
    outstanding as the use of actual diluted shares outstanding
    would result in anti-dilution.   F-4




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
  AccumulatedAdditional





OtherCommon


Paid-in


Retained


Comprehensive


Treasury(in thousands)

Stock


Capital


Earnings


Income (Loss)


Stock


TotalBalance at December 31, 2005

$
230


$
156,274


$
26,698


$
2,932


$



$
186,134Net income










34,008











34,008Changes in unrealized gains on available-for-sale securities,
    net of minority interest and income taxes














1,405







1,405Total comprehensive income






















35,413Issuance of common stock (161,898 Class A common shares)


2



(2
)














Cumulative impact of changes in ownership of Calamos Holdings LLC






115







23







138Compensation expense recognized under stock incentive plans, net
    of minority interest






1,337















1,337Dividend equivalent accrued under stock incentive plans, net of
    minority interest










(107
)










(107
)Dividends declared










(8,338
)










(8,338
)Balance at December 31, 2006


232



157,724



52,261



4,360







214,577Net income










27,745











27,745Changes in unrealized gains on available-for-sale securities,
    net of minority interest and income taxes














1,561







1,561Total comprehensive income






















29,306Issuance of common stock (162,184 Class A common shares)


1



(1
)














Sale of Calamos Holdings LLC membership units
    (2,452,100 units)






47,493















47,493Repurchase of common stock (2,452,100 Class A common shares)


















(60,603
)


(60,603
)Cumulative impact of changes in ownership of Calamos Holdings LLC






(7,814
)


23



(840
)






(8,631
)Compensation expense recognized under stock incentive plans, net
    of minority interest






1,522















1,522Dividend equivalent accrued under stock incentive plans, net of
    minority interest










(120
)










(120
)Dividends declared










(9,807
)










(9,807
)Balance at December 31, 2007

$
233


$
198,924


$
70,102


$
5,081


$
(60,603
)

$
213,737Net income (loss)










(24,521
)










(24,521
)Changes in unrealized gains (losses) on available-for-sale
    securities, net of minority interest and income taxes














(24,502
)






(24,502
)Less: reclassification adjustment for realized losses on
    available-for-sale securities included in net income, net of
    minority interest and income taxes














20,014







20,014Total comprehensive income (loss)






















(29,009
)Issuance of common stock (173,605 Class A common shares)


2



(2
)














Repurchase of common stock (1,547,900 Class A common shares)


















(34,612
)


(34,612
)Sale of Calamos Holdings LLC membership units
    (1,547,900 units)






27,469















27,469Capital contribution






13,762















13,762Cumulative impact of changes in ownership of Calamos Holdings LLC






(33,781
)






(694
)






(34,475
)Compensation expense recognized under stock incentive plans, net
    of minority interest






1,472















1,472Dividend equivalent accrued under stock incentive plans, net of
    minority interest










20











20Dividends declared










(7,591
)










(7,591
)Balance at December 31, 2008

$
235


$
207,844


$
38,010


$
(101
)

$
(95,215
)

$
150,773    F-5




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,(in thousands)

2008


2007


2006Cash and cash equivalents at beginning of period

$
108,441


$
328,841


$
210,469Cash flows from operating activities:Net income (loss)


(24,521
)


27,745



34,008Adjustments to reconcile income to net cash provided by
    operating activities:Minority interest in Calamos Holdings LLC


(104,494
)


156,583



186,631Minority interest in partnership investments and offshore funds


(72,156
)


1,598



26Amortization of deferred sales commissions


23,417



27,249



32,924Other depreciation and amortization


12,222



9,015



7,179Loss on write-off of fixed assets


2,031







Unrealized depreciation (appreciation) on CFS securities,
    partnership investments and offshore funds


158,636



(9,733
)


(489
)Net realized (gain) loss on sale of investment securities


172,413







Deferred taxes


(2,610
)


7,843



8,742Stock-based compensation


7,099



6,785



5,780Employee taxes paid on vesting under stock incentive plans


(1,796
)


(1,853
)


(2,255
)(Increase) decrease in assets:Accounts receivable:Affiliates and affiliated mutual funds


14,454



(1,129
)


(1,902
)Customers


4,837



(1,481
)


(412
)Deferred sales commissions


(7,755
)


(11,434
)


(24,425
)Other assets


(19,401
)


(3,492
)


(318
)Increase (decrease) in liabilities:Accounts payable


(9,800
)


(911
)


2,655Accrued compensation and benefits


(16,043
)


3,740



3,591Other liabilities and accrued expenses


(11,305
)


15,950



(2,554
)Net cash provided by operating activities


125,228



226,475



249,181Cash flows provided by (used in) investing activities:Net additions to property and equipment


(4,616
)


(13,414
)


(9,962
)Net sales (purchases) of investment securities


203,264



(382,297
)


(4,350
)Net changes in partnership investments and offshore funds


124,648



(258,441
)


(2,129
)Net cash provided by (used in) investing activities


323,296



(654,152
)


(16,441
)Cash flows provided by (used in) financing activities:Net proceeds from issuance of debt






372,963



Net repayment of debt


(400,000
)






Capital contribution received


31,317







Deferred tax benefit on vesting under stock incentive plans


144



209



289Repurchase of common stock


(34,612
)


(60,603
)


Cash dividends paid to minority shareholders


(86,798
)


(95,485
)


(106,319
)Cash dividends paid to common shareholders


(7,591
)


(9,807
)


(8,338
)Net cash provided by (used in) financing activities


(497,540
)


207,277



(114,368
)Net increase (decrease) in cash


(49,016
)


(220,400
)


118,372Cash and cash equivalents at end of period

$
59,425


$
108,441


$
328,841Supplemental disclosure of cash flow information:Cash paid for:Income taxes

$
11,807


$
8,401


$
14,950Interest

$
41,077


$
7,860


$
7,860    F-6




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  (1)
    Organization
    and Description of Business    
  (2)
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation and Use of Estimates
           F-7




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Financial
    Instruments
        Receivables
    from Customers
    Investment
    Securities
    Accounting for Derivative
    Instruments and Hedging Activities
   F-8




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Property
    and Equipment
    Internally
    Developed Software
  98-1, Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use (SOP 98-1),
  Compensation
    Plans
    Revenue
    Recognition
    Rule 12b-1 and/or 12b-1
 F-9




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Net
    Interest Income (Expense)
    Investment
    and Other Income
    Deferred
    Sales Commissions
  12b-1 12b-1
    Income
    Taxes
      Earnings
    (Losses) Per Share
   F-10




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (3)
    Related-Party
    Transactions    (in thousands)

2008


2007


2006Investment management fees from:The Funds

$
165,638


$
205,171


$
209,799The Closed-End Funds


54,492



60,186



52,462Private investment pools






57



279Totals

$
220,130


$
265,414


$
262,540Distribution and underwriting fees from the Funds

$
106,316


$
134,017


$
138,185Portfolio accounting fees from:The Funds

$
2,516


$
3,074


$
3,154The Closed-End Funds


701



784



700Totals

$
3,217


$
3,858


$
3,854     (in thousands)

2008


2007


2006General and administrative

$
1,042


$
876


$
934Net payable to Dragon

$
(125
)

$
(39
)

$
(32
)    F-11




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands)

2008


2007


2006General and administrative

$
489


$
648


$
386Other income

$
95


$
285


$
354Net payable to AEA

$



$
(101
)

$
(11
)     20-year
    20-year
       F-12




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands)

2008


2007


2006Expense allocated from the Company to Dragon

$
54


$
61


$
73Expense allocated from the Company to CFP


2,011



2,106



1,394Expense allocated from the Company to CPH


431



237



229Total expenses allocated from the Company to affiliates


2,496



2,404



1,696Expense allocated from CPH to the Company


1,653



1,859



1,210Net expense allocated from the Company to affiliates

$
843


$
545


$
486Net receivable for management services from Dragon

$
6


$
4


$
4Net receivable (payable) for management services from CFP

$
48


$
27


$
(7
)Net receivable for management services from CPH

$
26


$
19


$
8     (4)
    Investment
    Securities    2008Available-


Trading


CFS


Total(in thousands)

for-Sale


Securities


Securities


SecuritiesMutual FundsEquity

$
66,947


$



$
32,671


$
99,618Balanced


436











436Fixed income


72,418











72,418High yield


380











380Other


172











172Total mutual funds


140,353







32,671



173,024Other investment securities






14,288



131



14,419$
140,353


$
14,288


$
32,802


$
187,443   F-13




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2007Available-


CFS


Total(in thousands)

for-Sale


Securities


SecuritiesMutual FundsEquity

$
322,344


$
3,095


$
325,439Balanced


90,049



722



90,771Fixed income


114,439







114,439High yield


3,663







3,663Other


245



227



472Total mutual funds


530,740



4,044



534,784Other investment securities


430



262



692$
531,170


$
4,306


$
535,476       (in thousands)

2008


2007


2006Available-for-sale securities:Proceeds from sale

$
368,233


$
7


$
18Gross realized gains on sales


21,022



3



10Gross realized losses on sales


(155,174
)






Unrealized gains (losses)


(724
)


9,683



10,112Net gains (losses) reclassified out of accumulated other
    comprehensive income to earnings


(148,729
)


3



10Trading securities:Unrealized gains (losses)


3,963







CFS securities:Unrealized gains (losses)


(17,680
)


385



(63
)  F-14




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in thousands)

2008


2007Total cumulative unrealized gains on available-for-sale
    securities with net gains:Mutual FundsEquity

$
160


$
39,461Balanced






5,860Fixed income


678



1,022Other






5Total mutual funds


838



46,348Other investment securities






297Total gains


838



46,645Total cumulative unrealized losses on available-for-sale
    securities with net losses:Mutual FundsEquity


(75
)


(7,073
)Balanced


(346
)


(17
)Fixed income






(334
)High yield


(272
)


(272
)Other


(46
)


Total mutual funds


(739
)


(7,696
)Other investment securities






(475
)Total losses


(739
)


(8,171
)Total cumulative net unrealized gains (losses) on
    available-for-sale securities

$
99


$
38,474        F-15




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (5)
    Partnership
    Investments and Offshore Funds    (in thousands)

2008


2007Calamos Equity Opportunities Fund LP:Securities owned

$



$
111,142Securities sold but not yet purchased






(24,838
)Accrued expenses and other current liabilities






(1,478
)Other current assets






20Calamos Equity Opportunities Fund LP securities, net






84,846Calamos Market Neutral Opportunities Fund LP:Securities owned


27,038



81,361Securities sold but not yet purchased


(5,697
)


(22,372
)Accrued expenses and other current liabilities


(7,525
)


(5,178
)Other current assets


886



1,028Calamos Market Neutral Opportunities Fund LP securities, net


14,702



54,839Calamos Global Funds PLC:Securities owned






200,196Other current assets






5,107Accrued expenses and other liabilities






(2,045
)Calamos Global Funds PLC






203,258Investment in other partnerships


13,769



10,061Partnership investments and offshore funds

$
28,471


$
353,004        F-16




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (6)
    Fair
    Value Measurements  Fair Value Measurements,
      Fair Value Measurements at Reporting Date UsingQuoted Prices in



SignificantActive Markets for

Significant Other

Unobservable(in thousands)

December 31,

Identical Assets

Observable Inputs

InputsDescription

2008

(Level 1)

(Level 2)

(Level 3)Investment securities (note 4)


$187,443



$187,443



$



$Securities owned by Partnership Investments (note 5)


27,038



9,278



17,760



Securities sold but not yet purchased (note 5)


(5,697
)


(5,446
)


(251
)


Total


$208,784



$191,275



$17,509



$   (7)
    Property
    and Equipment    (in thousands)

2008


2007Furniture, fixtures, and equipmentCost

$
72,777


$
70,261Accumulated depreciation


31,719



21,841Furniture, fixtures, and equipment, net

$
41,058


$
48,420  F-17




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (8)
    Debt          (in thousands)

2008


2007Senior unsecured notes5.24% notes due April 29, 2011

$
32,886


$
150,0006.33% notes due July 15, 2014


46,160



197,0006.52% notes due July 15, 2017


22,100



85,0006.67% notes due July 15, 2019


23,854



93,000Total senior unsecured notes


125,000



525,000Less current portion






Total long-term debt

$
125,000


$
525,000  F-18




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (9)
    Minority
    Interest in Calamos Holdings LLC    (in thousands)Minority interest at December 31, 2006

$
319,513Income allocated to minority interests


156,583Changes in unrealized gains on available-for-sale securities


7,242Sale of membership units to Calamos Holdings LLC


(47,493
)Cumulative impact of changes in ownership of Calamos Holdings
    LLC units


6,985Compensation expense recognized under stock incentive plans


5,264Dividend equivalent accrued under stock incentive plans


(404
)Tax distributions


(61,605
)Equity distributions


(33,880
)Minority interest at December 31, 2007

$
352,205Income (loss) allocated to minority interests


(104,494
)Changes associated with available-for-sale securities


(30,029
)Sale of membership units to Calamos Holdings LLC


(27,469
)Capital contribution


50,853Cumulative impact of changes in ownership of Calamos Holdings
    LLC units


(989
)Compensation expense recognized under stock incentive plans


5,627Dividend equivalent accrued under stock incentive plans


79Tax distributions


(57,057
)Equity distributions


(29,741
)Minority interest at December 31, 2008

$
158,985   (10)
    Common
    Stock    (11)
    Profit
    Sharing Plan   F-19




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (12)
    Stock
    Based Compensation      WeightedNumber


Average FairOf


Value of RSUsShares


GrantedOutstanding at December 31, 2005


1,414,862


$
18.79Granted


134,117



35.08Forfeited


(26,940
)


24.33Exercised upon vesting


(233,599
)


18.00Outstanding at December 31, 2006


1,288,440



20.51Granted


256,469



27.58Forfeited


(267,390
)


20.44Exercised upon vesting


(231,249
)


18.00Outstanding at December 31, 2007


1,046,270



22.82Granted


358,722



19.92Forfeited


(115,707
)


22.81Exercised upon vesting


(246,204
)


18.00Outstanding at December 31, 2008


1,043,081



22.96Converted during the year ended December 31:2006


161,898



18.002007


162,184



18.002008


173,605



18.00      F-20




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    10-year
  2008

2007

2006Dividend yield

2.10%-2.27%

1.67%

1.02%-1.42%Expected volatility

35%

35%

33%-35%Risk-free interest rate

3.3%-4.7%

4.7%

4.6%-5.0%Expected life

7.5 years

7.5 years

7.5 years     Options Outstanding


Options ExercisableAverage


Weighted





WeightedRange of

Number


Remaining


Average


Number


AverageExercise

of


Contractual


Option


of


OptionPrices

Shares


Life


Price


Shares


Price$18.00


516,164



5.8 years


$
18.00



173,655


$
18.00$19.79-$29.11


1,770,890



8.4 years



23.82







$35.43


301,272



7.1 years



35.43







2,588,326



7.7 years



24.01



173,655


$
18.00  F-21




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedNumber


AverageOf


ExerciseShares


PriceOutstanding at December 31, 2005


1,009,967


$
21.35Granted


402,349



35.08Forfeited


(77,218
)


24.63Exercised






Outstanding at December 31, 2006


1,335,098



25.30Granted


769,407



27.58Forfeited


(290,920
)


24.73Exercised






Outstanding at December 31, 2007


1,813,585



26.35Granted


1,076,166



19.92Forfeited


(301,425
)


23.54Exercised






Outstanding at December 31, 2008


2,588,326



24.01Exercisable at December 31:2006






2007






2008


173,655



18.00      F-22




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (13)
    Non-Operating
    Income (Loss)    (in thousands)

2008


2007


2006Interest income

$
2,334


$
16,706


$
13,149Interest expense


(32,010
)


(19,555
)


(8,145
)Net interest income (expense)


(29,676
)


(2,849
)


5,004Capital gain (loss) and dividend income


(162,977
)


21,460



4,352Unrealized appreciation (depreciation)


(132,834
)


11,953



1,979Miscellaneous other income (loss)


(1,070
)


935



1,072Investment and other income (loss)


(296,881
)


34,348



7,403Debt extinguishment cost


(37,498
)






Minority interest in partnership investments


72,156



(1,598
)


(26
)Total non-operating income (loss)

$
(291,899
)

$
29,901


$
12,381   (14)
    Income
    Taxes    (in thousands)

2008


2007


2006Current:Federal

$
(1,090
)

$
8,404


$
10,860State


(355
)


2,001



2,590Total current income taxes


(1,445
)


10,405



13,450Deferred:Federal


(8,444
)


6,672



7,531State


6,102



1,589



1,789Total deferred income taxes


(2,342
)


8,261



9,320Total income taxes

$
(3,787
)

$
18,666


$
22,770      F-23




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Statutory U.S. federal income tax rate


35.0
%


35.0
%


35.0
%Effect of higher tax rates in carryback period


0.6
%


0.0
%


0.0
%State income taxes, net of federal tax benefits


2.0
%


5.0
%


5.0
%Other non-deductible items


(0.3
)%


0.2
%


0.1
%Impact on net deferred tax assets from change in statutory
    income tax rate


(23.9
)%






Effective income tax rate


13.4
%


40.2
%


40.1
%     (in thousands)

2008


2007Deferred tax assets:Intangible assets

$
82,006


$
97,290Capital loss carryforward


10,850



Other


4,918



984Total deferred tax assets


97,774



98,274Deferred tax liabilities:Unrealized net holding gains on investments of
    available-for-sale securities


96



3,191Deferred sales commission


1,360



2,808Other


712



1,991Total deferred tax liabilities


2,168



7,990Net deferred tax assets

$
95,606


$
90,284     stepped-up
   F-24




---



##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (15)
    Earnings
    (Losses) Per Share    (in thousands, except per share amounts)

2008


2007


2006Earnings (losses) per share  basic:Earnings (losses) available to common shareholders

$
(24,521
)

$
27,745


$
34,008Weighted average shares outstanding


19,753



22,297



23,162Earnings (losses) per share

$
(1.24
)

$
1.24


$
1.47Earnings (losses) per share  diluted:Income (loss) before minority interest in Calamos Holdings LLC
    and income taxes

$
(132,802
)

$
202,994


$
243,409Less: Impact of revaluation of net deferred tax assets


32,888







Less: Impact of income taxes


(49,535
)


81,644



97,607Earnings (losses) available to common
    shareholders (1)

$
(116,155
)

$
121,350


$
145,802Weighted average shares outstanding


19,753



22,297



23,162Conversion of membership units for common stock


77,444



77,000



77,000Dilutive impact of RSUs


252



386



523Dilutive impact of stock options






78



120Weighted average shares
    outstanding (2)


97,449



99,761



100,805Earnings (losses) per
    share (1)(2)

$
(1.24
)

$
1.22


$
1.45     (1)
    
    To determine the diluted earnings (losses) available to common
    shareholders, an effective tax rate of 37.3%, 40.2% and 40.1%
    was applied to income before minority interest in Calamos
    Holdings LLC and income taxes for 2008, 2007 and 2006,
    respectively. The losses available to common shareholders for
    2008 presented above reflects the economic impact that the
    exchange of all Calamos Interests membership units in
    Holdings for shares of the Companys Class A common
    stock on a one-for-one basis would have on the Company. In
    calculating diluted results per share for 2008 losses available
    to common shareholders for basic earnings per share of
    $24.5 million was used as the economic impact of the
    Calamos Interests exchange and the effect of stock-based
    compensation results in anti-dilution.(2)
    
    Diluted shares outstanding for 2008, 2007 and 2006 are
    calculated (a) assuming that Calamos Interests exchanged
    all of their membership units in Holdings for shares of the
    Companys Class A common stock on a one-for-one basis
    at the beginning of each period presented and (b) including
    the effect of outstanding restricted stock unit and stock option
    awards. The number of diluted shares outstanding for 2008
    presented above reflects the economic impact that (a) and
    (b) would have on the Company diluted shares
    outstanding. Because the Company generated a loss in 2008, the
    number of diluted shares outstanding used in calculating diluted
    results per share was 19.8 million, representing weighted
    average basic shares outstanding as the economic impact of the
    Calamos Interests exchange and the effect of stock-based
    compensation results in anti-dilution.   F-25




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##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Share-Based
    Payment
    2008


2007


2006Exchange of Calamos Interests membership units in Holdings
    for shares of Class A common stock on a one-for-one basis


77,444,069







Restricted stock units


755,876







127,493Stock options


2,588,326



1,282,721



671,780Total


80,788,271



1,282,721



799,273   (16)
    Commitments
    and Contingencies        Minimum(in thousands)

PaymentsYear ended December 31:2009

$
4,5352010


4,6362011


4,2242012


4,3042013


4,409Thereafter


52,805Total minimum lease payments

$
74,913  F-26




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##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (17)
    Regulatory
    and Net Capital Requirements  (Rule 15c3-1),
  (Dollars in thousands)

2008


2007Net capital

$
26,240


$
9,175Excess of required net capital

$
25,342


$
7,352Net capital ratio


0.51



2.98   Rule 15c3-3(k)(2)(i) Rule 15c3-3,
  (18)
    Concentration
    Risk    2008


2007


2006Calamos Growth Fund


40
%


43
%


48
%Calamos Growth and Income Fund


16
%


17
%


16
%   (19)
    Common
    Stock Repurchase and Capital Contribution      (20)
    Subsequent
    Event   F-27




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##### Table of Contents



CALAMOS
    ASSET MANAGEMENT, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (21)
    Recently
    Issued Accounting Pronouncements  Business
    Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Disclosures
    about Derivative Instruments and Hedging Activities 
    an amendment of FASB Statement No. 133
  F-28




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##### Table of Contents








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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Form 10-K, Rule 13a-15(e) 15d-15(e)
    Form 10-K.
  Item 9B.
    Other
    Information    PART III
  Item 10.
    Directors
    and Executive Officers of the Registrant  Management



DirectorsJohn P. Calamos, Sr.Chairman, Chief Executive
    Officer and Co-Chief
    Investment Officer

James J. BoyneSenior Vice President,
    General Counsel and Secretary

John P. Calamos, Sr.Chairman, Chief Executive Officer
    and Co-Chief Investment OfficerNick P. CalamosSenior Executive Vice President
    and Co-Chief Investment Officer

Gary J. FelstenSenior Vice President  
    Director of Human Resources

Nick P. CalamosSenior Executive Vice President
    and Co-Chief Investment OfficerJames F. BakaExecutive Vice President -
    Wealth Management

Cristina WasiakSenior Vice President,
    Chief Financial Officer and Treasurer

G. Bradford BulkleyFounder
    Bulkley Capital, L.P.Nimish S. BhattSenior Vice President
    and Director of Operations



Mitchell S. FeigerPresident and Chief Executive Officer
    MB Financial, Inc.Richard W. GilbertPresident
    Gilbert Communications, Inc.Arthur L. KnightPrivate Investor and Business Consultant
    Former President and Chief Executive Officer
    Morgan Products, Ltd.  II-1




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##### Table of Contents



(http://investors.calamos.com)
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions    Item 14.
    Principal
    Accounting Fees and Services   II-2




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##### Table of Contents



PART IV
  Item 15.
    Exhibits and
    Financial Statement Schedules          ExhibitNumber

Description of Exhibit3(i)


Second Amended and Restated Certificate of Incorporation of the
    Registrant.3(ii)


Second Amended and Restated By-laws of the Registrant.4.1


Stockholders Agreement among John P. Calamos, Sr., Nick P.
    Calamos and John P. Calamos, Jr., certain trusts controlled by
    them, Calamos Family Partners, Inc. and the Registrant
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    filed with the Securities and Exchange Commission on
    December 3, 2004).4.2


Registration Rights Agreement between Calamos Family Partners,
    Inc., John P. Calamos, Sr. and the Registrant (incorporated by
    reference to Exhibit 4.2 to the Registrants Quarterly
    Report on
    Form 10-Q
    filed with the Securities and Exchange Commission on
    December 3, 2004).4.3


Note Purchase Agreement, dated as of July 13, 2007, by and
    among Calamos Holdings LLC and various institutional investors
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    July 18, 2007).4.4


Waiver and First Amendment to 2007 Note Purchase Agreement,
    dated as of December 22, 2008, between Calamos Holdings LLC
    and various institutional investors (incorporated by reference
    to Exhibit 4.5 to the Registrants Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 29, 2008).4.5


Note Purchase Agreement, dated as of April 29, 2004,
    between Calamos Holdings LLC and various institutional investors
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 29, 2008).4.6


Amendment No. 1 to Note Purchase Agreement dated as of
    October 15, 2004 (incorporated by reference to
    Exhibit 4.2 to the Registrants Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 29, 2008).4.7


Waiver and Second Amendment to 2004 Note Purchase Agreement,
    dated as of December 22, 2008, between Calamos Holdings LLC
    and various institutional investors (incorporated by reference
    to Exhibit 4.4 to the Registrants Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 29, 2008).10.1


Employment Agreement between the Registrant and John P. Calamos,
    Sr. (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    filed with the Securities and Exchange Commission on
    December 3, 2004).10.2


Employment Agreement between the Registrant and Nick P. Calamos
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Quarterly Report on
    Form 10-Q
    filed with the Securities and Exchange Commission on
    December 3, 2004).10.3


Amendment Number 1 to Employment Agreement between the
    Registrant and Nick P. Calamos (incorporated by reference to
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    filed with the Securities and Exchange Commission on
    August 9, 2007).10.4


Employment Agreement between the Registrant and James F. Baka
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    filed with the Securities an Exchange Commission on May 7,
    2008).10.5


Omnibus Amendment Relating to Code Section 409A. II-3




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##### Table of Contents



ExhibitNumber

Description of Exhibit10.6


Calamos Asset Management, Inc. Incentive Compensation Plan
    (incorporated by reference to Exhibit 10.5 to the
    Registrants Quarterly Report on
    Form 10-Q
    filed with the Securities and Exchange Commission on
    December 3, 2004).10.7


Form of Equity Award Statement.10.8


Form of Non-Employee Equity Award Statement.10.9


Contribution Agreement between the Registrant and Calamos
    Holdings LLC (incorporated by reference to Exhibit 10.9 to
    the Registrants Quarterly Report on
    Form 10-Q
    filed with the Securities and Exchange Commission on
    December 3, 2004).10.10


Tax Indemnity Agreement among the Registrant, Calamos Family
    Partners, Inc. and Calamos Holdings LLC (incorporated by
    reference to Exhibit 10.10 to the Registrants
    Quarterly Report on
    Form 10-Q
    filed with the Securities and Exchange Commission on
    December 3, 2004).10.11


Third Amended and Restated Limited Liability Company Agreement
    of Calamos Holdings LLC by and among Calamos Family Partners,
    Inc., John P. Calamos, Sr. and the Registrant.10.12


Management Services and Resources Agreement by and among the
    Registrant, Calamos Family Partners, Inc. and Calamos Property
    Holdings LLC (incorporated by reference to Exhibit 10.1 to
    the Registrants Quarterly Report on
    Form 10-Q
    filed with the Securities and Exchange Commission on
    August 9, 2007).10.13


Lease Agreement between 2020 Calamos Court LLC and Calamos
    Holdings LLC (formerly with Calamos Holdings, Inc. (incorporated
    by reference to Exhibit 10 to the Registrants
    Quarterly Report on
    Form 10-Q
    filed with the Securities and Exchange Commission on
    November 10, 2005).10.14


Lease Agreement between CityGate Centre I LLC and Calamos
    Holdings LLC (incorporated by reference to Exhibit 99.1 to
    the Registrants Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 20, 2007).21.1


Subsidiaries of the Company (incorporated by reference to
    Exhibit 21.1 to the Registrants Annual Report on
    Form 10-K
    filed with the Securities and Exchange Commission on
    March 3, 2008).23.1


Consent of Independent Registered Public Accounting Firm, KPMG
    LLP.31.1


Certification of Principal Executive Officer pursuant to
    Rule 13a-14(a).31.2


Certification of Principal Financial Officer pursuant to
    Rule 13a-14(a).32.1


Certification of Principal Executive Officer pursuant to
    18 U.S.C. Section 1350.32.2


Certification of Principal Financial Officer pursuant to
    18 U.S.C. Section 1350.    II-4




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##### Table of Contents



SIGNATURES
      By:
    /s/  Cristina
    Wasiak   Title:
    Senior Vice President,     Signature

Title

Date/s/  John
    P. Calamos, Sr.John
    P. Calamos, Sr.

Chairman of the Board, Chief Executive Officer and Co-Chief
    Investment Officer (Principal Executive Officer)

March 13, 2009/s/  Cristina
    WasiakCristina
    Wasiak

Senior Vice President, Chief Financial Officer (Principal
    Financial Officer)

March 13, 2009/s/  Nick
    P. CalamosNick
    P. Calamos

Senior Executive Vice President, Co-Chief Investment Officer and
    Director

March 13, 2009/s/  G.
    Bradford BulkleyG.
    Bradford Bulkley

Director

March 13, 2009/s/  Mitchell
    S. FeigerMitchell
    S. Feiger

Director

March 13, 2009/s/  Richard
    W. GilbertRichard
    W. Gilbert

Director

March 13, 2009/s/  Arthur
    L. KnightArthur
    L. Knight

Director

March 13, 2009  II-5