AMENDMENT TO TAX RECEIVABLE AGREEMENT

Exhibit 10.26

AMENDMENT TO TAX RECEIVABLE AGREEMENT

This Amendment to the Tax Receivable Agreement dated as of October 30, 2007 (the “Agreement”), is hereby entered into by and among Pzena Investment Management, Inc., a Delaware corporation (the “Corporation”), Pzena Investment Management, LLC, a Delaware limited liability company (“PIM”) and each of the undersigned parties hereto identified as the “Members” Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

Preliminary Statement

WHEREAS, the Corporation, PIM and certain Members wish to amend the Agreement to clarify certain tax benefits payment provisions therein (this “Amendment”);

WHEREAS, pursuant to Section 7.06 of the Agreement, provisions therein may generally be modified or amended by written consent;

WHEREAS, Section 7.13 of the Agreement states that the Agreement shall be treated as part of the Pzena Investment Management, LLC Amended and Restated Operating Agreement, as further amended; and

WHEREAS, pursuant to Section 11.01(a) of the Operating Agreement, terms and provisions therein may generally be modified or amended at any time and from time to time by written consent.

NOW THEREFORE, pursuant to the above referenced sections, the Tax Receivable Agreement is amended as follows:

1. Section 3.03 “Pro Rata Payments” shall be replaced in its entirety by the following:

“For the avoidance of doubt, to the extent that (i) the Corporation’s deductions with respect to any Basis Adjustment is limited in a particular Taxable Year or (ii) the Corporation lacks sufficient funds to satisfy or is prevented under any credit agreement or other agreement from satisfying its obligations to make all Tax Benefit Payments due in a particular Taxable year, the limitation on the deduction, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for the Applicable member as PIM may determine in its sole discretion, and in a manner that it considers to be equitable to all Continuing and Exiting Members.”

2. Except as set forth herein, the provisions of the Agreement remain in full force and effect.

This Amendment may be executed in one or more counterparts, and each of such counterparts shall for all purposes be deemed to be an original.

IN WITNESS WHEREOF, this Amendment has been duly executed to be effective as of December 31, 2012.

Pzena Investment Management, Inc.,

The Corporation

By: Xxxxxxx X. Xxxxx, Chief Executive Officer

Pzena Investment Management, LLC,

PIM

By: Xxxxxxx X. Xxxxx, Chief Executive Officer

MEMBERS

The Xxxxx Xxxxx Family Trust		Xxxx Xxxxxxx
Xxxx Xxxxxx		Xxxxxx Xxxxxx
Xxxxxxxx Xxx		The Xxxxxx Xxxxxx Xxxxx Trust
Xxxxx Xxxxx		Xxxxxx X. Xxxxxx
The Xxxxxx Xxxxx Family Trust		Xxxxxxx XxXxxxxxx
Xxxxxxx Xxxxx		The Xxxx Xxxxx Family Trust
Evan Fire		Xxxxxxx Xxxxx

Xxxx Xxxxx		Xxxx Xxx
Xxxx X. Xxxxx		Xxxxxxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxx		Xxxxxxxx Xxxx
Xxxxx Xxxxx		Xxxxx Xxxxx
Xxxxxxx X. Xxxxxx		LJK Trust I
Xxxxxx Xxxxx		Xxxxx Xxxx
The Xxxxxxx X. Xxxxxxxx 2009 Grantor Retained Annuity Trust		Xxxxxxx X. Xxxxxxx

T.V.R. Murti		Xxxxxxxx Xxxxxx
Xxxxx Xxxxxxxxx		Xxxxxxx X. Xxxxxxxx
Xxxxxxx Xxxxx		Xxxxxxx X. Xxxxx
Xxx Xxxxxxxxxx		The Xxxxxx Xxxxxxx Xxxxx Trust
Xxxx Xxxx		The Xxxxx X. Xxxxxxxx 2009 Grantor
		Retained Annuity Trust
Ben Silver		Xxxxx Xxxxxx
Xxxxxx Xxxxx		The Xxxxxxx Xxxxxx Dynasty Trust

Xxxxx X. Xxxx		1997 Xxxx Xxxxxxxxxx Retained Annuity Trust
The ACJF Trust		America Media Consultants
Xxxx & Xxxxxx Xxxxxx		Xxxx Xxxxxxxxxx
Xxxxxx Xxxxxxxxx		Xxxx Xxxxxxxxxx for Xxxxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx for Xxxxxxxx Xxxxxxxxxx		Xxxx Xxxxxxxxxx for Xxxxxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx for Xxxxxxx Xxxxxxxxxx		Xxxxxx X. Xxxxx III
Xxxx Xxxxxxxxxx for Xxxxxxx Xxxxxxxxxx		Xxxxxx X. Xxxxx Xxxxxxxx
Xxxx X. Xxxxxxxxxx 2002 Blithe GRAT		Milestone Associates, LLC

The Xxxxxxx Xxxxx Family Trust		Piping Brook, LLC
Xxxxx Xxxxxxx		Xxxx Xxxxxx
Xxxxx Investments