Exhibit








Exhibit 10.35


SECOND AMENDMENT TO TAX RECEIVABLE AGREEMENT
 
This Second Amendment to the Tax Receivable Agreement dated as of October 30, 2007, as amended as of December 31, 2012 (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 “Second Amendment”);
 
WHEREAS, pursuant to Section 7.06 of the Agreement, provisions therein may generally be modified or amended by written consent of the Corporation, PIM and Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Members thereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment;
 
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 (the “LLC Agreement”); and
 
WHEREAS, pursuant to Section 11.01(a) of the LLC Agreement, terms and provisions therein may generally be modified or amended at any time and from time to time by written consent of the Corporation (as Managing Member as defined in the LLC Agreement), and a Majority in Interest of the Class B Members (as defined in the LLC Agreement).
 
NOW THEREFORE, pursuant to the above referenced sections, the Agreement is amended as follows:
 
		
	1.
	The term “Advisory Firm Letter” shall be deleted from Article I “Definitions”




		
	2.
	The words “and an Advisory Firm Letter supporting such Schedule” shall be deleted from Section 2.04(a)(x)




		
	3.
	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 Second Amendment has been duly executed to be effective as of December 18, 2017.
 
Pzena Investment Management, Inc.,
The Corporation
	
	
	/s/ Richard S. Pzena

	By: Richard S. Pzena, Chief Executive Officer






 Pzena Investment Management, LLC,
PIM
	
	
	/s/ Richard S. Pzena

	By: Richard S. Pzena, Chief Executive Officer






Pzena Investment Management, LP
By: Pzena Investment Management, Inc. its General Partner
	
	
	/s/ Richard S. Pzena

	By: Richard S. Pzena, Chief Executive Officer















IN WITNESS WHEREOF, this Second Amendment has been duly executed to be effective as of December 18, 2017.


MEMBERS who would be entitled to receive at least two-thirds of the Early Termination Payments:
	
		
	_/s/ William Greenblatt_________
The Aaron Pzena Family Trust
By: William Greenblatt as Trustee
	/s/ Jeffrey Pzena________________
The Daniel Pzena Family Trust
By: Jeffrey Pzena as Trustee

	 
	 

	/s/ Robin Pzena________________
The Eric Pzena Family Trust
By: Robin Pzena as Trustee
	/s/ Laura Pzena_________________
The Michele Pzena Family Trust
By: Laura Pzena as Trustee

	 
	 

	/s/ Richard S. Pzena_____________
Richard S. Pzena
	/s/ John P. Goetz________________
John P. Goetz

	 
	 

	/s/ Gary Bachman_______________
The Carrie Esther Goetz Trust
By: Gary Bachman as Trustee
	/s/ Gary Bachman_______________
The Rachel Theresa Goetz Trust
By: Gary Bachman as Trustee

	 
	 

	/s/ William L. Lipsey____________
William L. Lipsey


	/s/ Amy Lipsey__________________
The William L. Lipsey Dynasty Trust
By: Amy Lipsey as Trustee

	 
	 

	/s/ Benjamin S. Silver___________
Benjamin S. Silver
	/s/ Caroline Cai__________________
Caroline Cai

	 
	 

	/s/ Jennifer Hay_____________________
Fidelity Investments Charitable Gift Fund
By: Jennifer Hay as Director of Operations
	/s/ Joel Greenblatt_________________
Milestone Associates, LLC
By: Joel Greenblatt as Manager

	 
	 

	/s/ John Flynn_______________________
John Flynn
	/s/ Allison Fisch___________________
Allison Fisch