Exhibit 10.11
 
 FOURTH AMENDED AND RESTATED
 LIMITED LIABILITY COMPANY AGREEMENT
 OF
 CALAMOS HOLDINGS LLC
 Effective as of February 9, 2010




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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
    
    
    7SECTION 2.06. Business Purpose
    
    
    7SECTION 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
    
    
    9SECTION 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
    
    
    10ARTICLE VDISTRIBUTIONSSECTION 5.01. Distributions
    
    
    10SECTION 5.02. Liquidation Distribution
    
    
    11SECTION 5.03. Withholding
    
    
    11SECTION 5.04. Limitations on Distribution
    
    
    12
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PageARTICLE VICAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERSSECTION 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
    
    
    13SECTION 6.06. Special Allocations
    
    
    13SECTION 6.07. Tax Allocations
    
    
    15SECTION 6.08. Tax Decisions
    
    
    15SECTION 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
    
    
    18SECTION 8.09. Permitted Transfers
    
    
    18SECTION 8.10. Transfers to Persons other than CFP Permitted Transferees
    
    
    19ARTICLE IXDISSOLUTION, LIQUIDATION AND TERMINATIONSECTION 9.01. No Dissolution
    
    
    19SECTION 9.02. Events Causing Dissolution
    
    
    19SECTION 9.03. Distribution upon Dissolution
    
    
    20SECTION 9.04. Time for Liquidation
    
    
    20SECTION 9.05. Termination
    
    
    20SECTION 9.06. Claims of the Members
    
    
    20ARTICLE XLIABILITY AND INDEMNIFICATIONSECTION 10.01. Liability of Members
    
    
    21SECTION 10.02. Indemnification by the Company
    
    
    21
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PageARTICLE XIMISCELLANEOUSSECTION 11.01. Severability
    
    
    22SECTION 11.02. Notices
    
    
    22SECTION 11.03. Cumulative Remedies
    
    
    23SECTION 11.04. Binding Effect
    
    
    23SECTION 11.05. Interpretation
    
    
    23SECTION 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
    
    
    24SECTION 11.11. Expenses
    
    
    24SECTION 11.12. Amendments and Waivers
    
    
    24SECTION 11.13. No Third Party Beneficiaries
    
    
    25SECTION 11.14. Headings
    
    
    25SECTION 11.15. Construction
    
    
    25
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FOURTH AMENDED AND RESTATED
 LIMITED LIABILITY COMPANY AGREEMENT
 OF
 CALAMOS HOLDINGS LLC
 Agreement Company CFP CAM
 W I T N E S S E T H :
 et seq Act Certificate of Formation
   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
 Class A Common Stock
 Code
 3




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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
 Fiscal Year
 4




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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;(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;
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(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
 Tax Advances
 Tax Amount
 6




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Tax Matters Member
 Transfer
 Transferee
 ARTICLE II
FORMATION, TERM, PURPOSE AND POWERS
 Formation
  Name
 Term
 Offices
 Agent for Service of Process
 Business Purpose
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Operating
Companies
 Powers of the Company
 Maintenance of Separate Existence
 No Personal Liability
 Admission of New Members provided however
 Withdrawal
 Waiver of Fiduciary Duties provided however provided
 8




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ARTICLE III
MANAGEMENT
 Manager
          Compensation
 9




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Reimbursements
 Authority of Members
 Voting Power
 Action by Written Consent
 ARTICLE IV
OFFICERS
 Officers Officers
 Management Policies
 ARTICLE V
DISTRIBUTIONS
 Distributions pro rata
 10




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Tax Advances Tax Amount pro rata
 Final Tax Amount Credit Amount
  Liquidation Distribution
 Withholding
 11




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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
            Allocations of Net Profits and Net Losses pro rata
 Special Allocations Minimum Gain Chargeback
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Partner Minimum Gain Chargeback
 Qualified Income Offset
 Gross Income Allocation provided
 14




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Nonrecourse Deductions pro rata
 Partner Nonrecourse Deductions i
 Section 754 Adjustments . m)(2 m)(4 m)(2 m)(4
 Tax Allocations
   Tax Decisions Tax Matters Member
 15




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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
 Restrictions on Transfer
 Permitted Transfers
   18




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provided however provided further
 Transfers to Persons other than CFP Permitted Transferees provided provided further
 ARTICLE IX
DISSOLUTION, LIQUIDATION AND TERMINATION
 No Dissolution
 Events Causing Dissolution Dissolution Event
    19




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provided however
 Distribution upon Dissolution Liquidation
Agent
  Contingencies
 pro rata
 Time for Liquidation
 Termination
 Claims of the Members
 20




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ARTICLE X
LIABILITY AND INDEMNIFICATION
 Liability of Members
 Indemnification by the Company
  21




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ARTICLE XI
MISCELLANEOUS
 Severability
 Notices
 22




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Cumulative Remedies
 Binding Effect
 Interpretation
 23




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Counterparts
 Further Assurances
 Entire Agreement
 Governing Law; Submission to Jurisdiction; WAIVER OF JURY TRIAL
   Specific Performance
 Expenses
 Amendments and Waivers
 24




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provided however
  No Third Party Beneficiaries
 Headings
 Construction
 25




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CALAMOS FAMILY PARTNERS, INC.By:
    /s/ Cristina WasiakName:
    Cristina WasiakTitle:
    Senior Vice President and
Chief Financial Officer/s/ John P. Calamos, Sr.John P. Calamos, Sr.CALAMOS ASSET MANAGEMENT, INC.By:
    /s/ James J. BoyneName:
    James J. BoyneTitle:
    President of Distribution and Operations 26




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Member
    
    Ownership Interests
    
    Capital Account(as of 12/31/09)
    
    (as of 12/31/08)Calamos Asset Management, Inc.
    
    
    21.4718
    %
    
    $
    416,742,159Calamos Family Partners, Inc.
    
    
    78.3283
    %
    
    $
    333,334,368John P. Calamos, Sr.
    
    
    0.1999
    %
    
    $
    3,427,275