Exhibit 10.1**MANAGEMENT SERVICES AND RESOURCES AGREEMENT**     Management Services and Resources Agreement dated as of April 27, 2007, (“Agreement”) by andamong Calamos Asset Management, Inc. (“CAM”), a Delaware corporation having an office located at2020 Calamos Court, Naperville, Illinois 60563, Calamos Property Holdings LLC, a Delaware limitedliability company having an office located at 2020 Calamos Court, Naperville, Illinois 60563(“CPH”) and Calamos Family Partners, Inc., a Delaware corporation having an office located at 2020Calamos Court, Naperville, Illinois 60563 (“CFP”).W I T N E S S E T H:     WHEREAS, CAM and CFP entered into that certain Management Services Agreement dated October 28,2004 and amended April 29, 2005, and CAM and CPH entered into that certain Management ServicesAgreement dated April 29, 2005;     WHEREAS, the real estate and office related services previous rendered under CPH and itssubsidiaries has since transferred under CFP and its subsidiaries;     WHEREAS, each party continues to seek the expertise and management services of the otherparty;     WHEREAS, each party wishes to enter into a new agreement to reflect, among other matters, thecurrent service relationship between the parties as well as the sharing of resources; and     WHEREAS, each party is willing and qualified to provide and share their expertise, managementservices and resources to each other on the terms and subject to the conditions set forth herein.     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained andfor other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties agree as follows:     1. **Services and Resources**. During the term of this Agreement each party shall, eitherdirectly or through one or more of its subsidiaries or affiliates, provide services or resources tothe other party or its subsidiaries and affiliates. Services and resources shall be provided tothe extent requested and available, and substantially on the same basis as a party provides theservices and resources for its own management and operations, without priority or preference to aparty’s own operations or employees. “Services” shall include the following and shall not belimited to the examples provided:     (i) Personnel. Personnel services: including, hiring, termination, personneltransfer, benefits administration and employee relations services.
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     (ii) Payroll. Payroll services: including, processing payroll, preparingpayroll tax returns, mailing payroll checks, participating in payroll related audits andpreparing W-2 and 1099 forms.     (iii) Insurance. Insurance services: including, obtaining property, casualty(including general liability and worker’s compensation), and crime and fiduciary insurance.     (iv) Employee Benefits. Employee benefits: including, medical, dental, life,travel accident and disability insurance, and pension and 401(k) benefits.     (v) General Corporate. General corporate services, including, accounting, cashmanagement, information technology, legal, and tax services.     (vi) Property Management. Property management services, including, maintainingand operating base building systems; developing and managing building operating budgets;ensuring compliance with all building codes; managing security systems; conducting buildinginspections and fire drills; managing engineering, site maintenance, housekeeping,janitorial and trash hauling services; and marketing and leasing vacant space.     (vii) Facilities Management. Facilities management services, including,interfacing with landlords; developing and managing facilities operating budgets;maintaining floor plans and managing the allocation of space; providing strategic andtactical planning services; maintaining current and accurate as-built drawings andspecifications; coordinating internal moves; managing the overall maintenance program,tenant improvements and alterations, furniture inventory, mail, records, food service,outside contractors, suppliers and vendors; and providing porter service.     (viii) Development Management. Development management services, including,master planning; negotiating agreements; managing the request for proposal process and thedesign and development of buildings and sites; and developing marketing materials and plans.     (ix) Miscellaneous. Such other services and benefits as the parties heretoshall mutually agree upon from time to time.     “Resources” shall include any of the following tangible or intangible assets orresources of a party:     (i) Real Estate. Office space, storage space, parking, signage or any otherphysical facility owned or controlled by any party to this Agreement and the buildingsystems, such as HVAC, electricity and other utilities, provided to such facilities, if any.     (ii) Furniture, Fixtures and Equipment. Any and all furniture, fixtures orequipment owned or controlled by any of the parties hereto, including, without limitationvehicles, aircraft, office furniture, office supplies, computers, copiers, printers or otheroffice equipment.
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     (iii) Intangible Property. Trademarks, patents, logos, software licenses, orother intellectual property owned or controlled by a party hereto, as well as any jointmarketing materials or sponsorships obtained or disseminated by the parties hereto.     2. **Payment**. In full consideration for Services and Resources, the recipient of the Servicesor Resources shall pay the provider an amount equal to any Direct Cost (as defined below) and anyAllocation Expense (as defined below). Invoices shall be on a monthly basis and payments shall bemade monthly, in arrears. For purposes of this Agreement, “Direct Cost” means the directout-of-pocket expenses incurred by the rendering party, which are paid or payable to third partiesin connection with providing a Service or Resource to the other party; including, withoutlimitation, shipping, handling, travel expenses, professional fees, printing and postage. Forpurposes of this Agreement, “Allocation Expense” means the applicable portion of the total expensespaid or incurred by the rendering party and its subsidiaries or affiliates in connection withproviding a Service or Resource for the other party and based on allocation metrics mutually agreedupon by the parties.     3. **Inspection**. A party and its agents and representatives, at its expense, shall have theright to examine the books and records of the other party and its subsidiaries and affiliates, butonly to the extent it relates to the Direct Cost and other expenses referred to in this Agreement;*provided, however,*that such examination may only be conducted during regular business hours andupon ten (10) days’ prior written notice.     4. **No Property Transferred.**This Agreement solely relates to the provision of Services andResources. No tangible personal property of any party hereto shall be under the control orpossession of, or transferred to, the other party as a result of this Agreement, except asexpressly provided herein.     5. **No Agency.**The parties hereto are independent contractors and nothing in this Agreement isintended to, nor shall it, create any agency, partnership or joint venture relationship betweenthem. With respect to any third party, no party hereto, or any or its officers, directors,employees or agents, shall have the right or authority to bind or otherwise obligate the otherparties hereto in any way as a consequence of this Agreement.     6. **Term and Termination.**The Agreement shall initially have a term of one (1) year, and shallbe automatically renewed for a period of one (1) year at the end of each term, provided that eitherparty may terminate this Agreement on thirty (30) days’ prior written notice to the other party.     7. **Indemnification.**Each of the Parties hereto (each an “Indemnifying Party”) shallindemnify, defend, save and hold harmless the other parties hereto, their direct and indirectsubsidiaries, and their subsidiaries’ officers, directors, employees and agents (collectively, the“Indemnified Parties”) from and against any and all damages incurred or sustained by theIndemnified Parties to the extent they arise out of any (i) breach by the Indemnifying Parties ofany of their covenants, agreements or obligations contained in this agreement or (ii) theIndemnifying Parties’ negligence, misconduct or disregard of their duties hereunder.     For purposes of this section, “damages” shall mean all actions, costs, damages, disbursements,obligations, penalties, liabilities, taxes, losses, charges, expenses, assessments,
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judgments, settlements or deficiencies of any nature whatsoever, whether foreseeable orunforeseeable (including, without limitation, any interest, penalties, reasonable investigation,legal, accounting and other costs and expenses incurred in the investigation, collection,prosecution and defense of any action, suit, proceeding or claim and amounts paid in settlement)that may be imposed or otherwise incurred or suffered by an Indemnified Party; provided, however,that damages shall exclude, consequential, special, exemplary or punitive damages.     8. **Miscellaneous.**     (a) This Agreement shall be governed by the laws of the State of Illinois.     (b) This Agreement sets forth the entire agreement among the parties hereto with respect tothe subject matter hereof and is intended to supersede all prior negotiations, understandings andagreements. No provision of this Agreement may be waived or amended, except in writing executed byboth parties.     (c) This Agreement may be executed in one or more counterparts, each of which shall be deemedan original and together which shall constitute one and the same instrument.     (d) The failure of any party to exercise any right or remedy provided for herein shall not bedeemed a waiver of any right or remedy hereunder.     (e) If any provision of this Agreement is determined by a court of competent jurisdiction tobe invalid or otherwise unenforceable, such determination shall not affect the validity orenforceability of any remaining provisions of this Agreement. If any provision of this Agreementis invalid under any applicable statute or rule of law, it shall be enforced to the maximum extentpossible so as to effect the intent of the parties, and the remainder of this Agreement shallcontinue in full force and effect.     (f) Any and all notices or communications hereunder shall be sufficiently given if in writingand sent by hand, telecopier, reputable overnight courier or by certified mail, return receiptrequested, postage prepaid, addressed to the party to receive the same at its address as set forthin the preamble hereof, or to such other address as the party to receive the same shall havespecified by written notice given in the manner provided for in this Section. Such notices orother communications shall be deemed to have been given on the date of such delivery. Any partymay change its address for the purpose of this Agreement by notice to other parties given asaforesaid.     (g) This Agreement shall be binding upon and inure to the benefit of each of the partieshereto and their respective successors and assigns, provided that neither party may assign any ofits rights hereunder without the prior written consent of the other.     9. Other Agreements. Notwithstanding anything to the contrary contained herein, tothe extent that the terms and conditions of any agreement governing a rendering party’s use of aResource prohibit another party’s use of said Resource, then such rendering party shall have noobligation to share said Resource in accordance with the terms of this Agreement.[SIGNATURE PAGE FOLLOWS]
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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first writtenabove.           CALAMOS ASSET MANAGEMENT, INC.   CALAMOS FAMILY PARTNERS, INC.             By: /s/ Patrick H. Dudasik    By: /s/ Chris C. DeMaio              Name: Patrick H. Dudasik   Name: Chris C. DeMaio             Title: EVP, COO, CFO and Treasurer   Title: SVP, CFO and Treasurer                   CALAMOS PROPERTY HOLDINGS LLC.                   By: /s/ Chris C. DeMaio                    Name: Chris C. DeMaio                   Title: SVP, CFO and Treasurer  
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