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AMENDED AND RESTATED
OPERATING AGREEMENT
 PZENA INVESTMENT MANAGEMENT, LLC




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TABLE OF CONTENTS
 PageARTICLE I GENERAL PROVISIONS
    
    
    11.01.
    
    
    Formation, Continuation and Name
    
    
    11.02.
    
    
    Principal Place of Business; Registered Office
    
    
    21.03.
    
    
    Purposes and Powers
    
    
    21.04.
    
    
    Organization
    
    
    31.05.
    
    
    Classes and Sub-Classes of Members
    
    
    31.06.
    
    
    Classes of Units
    
    
    31.07.
    
    
    Register of Members
    
    
    41.08.
    
    
    Certain Definitions
    
    
    41.09.
    
    
    Construction
    
    
    11ARTICLE II CAPITALIZATION
    
    
    112.01.
    
    
    Contributions
    
    
    112.02.
    
    
    Additional Capital Contributions
    
    
    122.03.
    
    
    Members and the Executive Committee Not Liable
    
    
    122.04.
    
    
    Capital Accounts
    
    
    12ARTICLE III INCOME AND LOSSES; ALLOCATION; DISTRIBUTIONS
    
    
    133.01.
    
    
    Allocation of Company Income and Loss
    
    
    133.02.
    
    
    Tax Allocations
    
    
    143.03.
    
    
    Distributions
    
    
    153.04.
    
    
    Tax Distributions
    
    
    153.05.
    
    
    Restrictions on Distributions
    
    
    153.06.
    
    
    Withholding
    
    
    153.07.
    
    
    Indemnification and Reimbursement for Payments on Behalf of a Member
    
    
    15ARTICLE IV COSTS AND EXPENSES
    
    
    164.01.
    
    
    Operating Costs
    
    
    16ARTICLE V MEMBERS
    
    
    165.01.
    
    
    Liability of Members
    
    
    165.02.
    
    
    Management of Business
    
    
    165.03.
    
    
    Withdrawal
    
    
    17
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Page5.04.
    
    
    Substitute Member
    
    
    175.05.
    
    
    Power of Attorney
    
    
    185.06.
    
    
    Voting
    
    
    185.07.
    
    
    Non-Solicitation/Non Compete
    
    
    195.08.
    
    
    Confidentiality; Work for Hire
    
    
    215.09.
    
    
    New Class B Members and Issuance of Class B Units
    
    
    235.10.
    
    
    Investment Representations of Members
    
    
    235.11.
    
    
    Relationship With the Managing Member
    
    
    24ARTICLE VI TRANSFER OF UNITS
    
    
    276.01.
    
    
    Transfer of Units
    
    
    276.02.
    
    
    Vesting and Forfeiture of Units
    
    
    286.03.
    
    
    Drag Along Rights
    
    
    30ARTICLE VII MANAGING MEMBER; EXECUTIVE COMMITTEE; OFFICERS
    
    
    317.01.
    
    
    Powers of the Managing Member
    
    
    317.02.
    
    
    Executive Committee
    
    
    327.03.
    
    
    Administrative Officers
    
    
    327.04.
    
    
    Binding Company
    
    
    337.05.
    
    
    Reliance by Third Parties
    
    
    337.06.
    
    
    Duties of Managing Member, the Executive Committee and Employee
Members
    
    
    337.07.
    
    
    Liability of Managing Member and the Executive Committee
    
    
    347.08.
    
    
    Indemnification, Reliance and Fiduciary Duty
    
    
    34ARTICLE VIII DISSOLUTION, LIQUIDATION AND TERMINATION OF THE COMPANY
    
    
    368.01.
    
    
    Dissolution
    
    
    368.02.
    
    
    Liquidation
    
    
    36ARTICLE IX RESERVES UPON DISSOLUTION
    
    
    379.01.
    
    
    Reserves
    
    
    379.02.
    
    
    Distribution of Reserves
    
    
    37ARTICLE X ACCOUNTING
    
    
    3710.01.
    
    
    Accounts of the Company
    
    
    3710.02.
    
    
    Annual Reports to Members
    
    
    3810.03.
    
    
    Tax Returns and Tax Elections
    
    
    38
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Page10.04.
    
    
    No Further Rights to Books and Records
    
    
    39ARTICLE XI MISCELLANEOUS
    
    
    3911.01.
    
    
    Amendments
    
    
    3911.02.
    
    
    Severability
    
    
    4011.03.
    
    
    Notices
    
    
    4011.04.
    
    
    No Waiver
    
    
    4111.05.
    
    
    Copy on File
    
    
    4111.06.
    
    
    Governing Law
    
    
    4111.07.
    
    
    Binding Effect
    
    
    4111.08.
    
    
    Entire Agreement
    
    
    4111.09.
    
    
    Other Activities
    
    
    4111.10.
    
    
    Further Assurances
    
    
    4111.11.
    
    
    Counterparts
    
    
    4111.12.
    
    
    Table of Contents and Captions Not Part of Agreement
    
    
    4211.13.
    
    
    Waiver of Right to Partition
    
    
    42ARTICLE I GENERAL PROVISIONS
    
    
    21.01.
    
    
    General.
    
    
    21.02.
    
    
    Certain Definitions.
    
    
    2ARTICLE II EXCHANGE
    
    
    32.01.
    
    
    Exchange Dates; Exchange Notices
    
    
    3
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Page2.02
    
    Permissible Exchanges by
Class B Members2.03.
    
    Exchange Request.
    
    
    62.04.
    
    Closing Date
    
    
    62.05.
    
    Closing Conditions
    
    
    72.06.
    
    Closing Deliveries.
    
    
    82.07.
    
    Expenses.
    
    
    82.08.
    
    Termination of Class B Membership; Cancellation of Class B Units;
Issuance of Class A Units.
    
    
    82.09.
    
    Tax Treatment.
    
    
    8
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Page2.10. Amendments.
    
    9ANNEX A
Instrument of Transfer
    
    1
 
 v




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Pzena Inc.
 Act
 2006 Operating Agreement
    ARTICLE I
GENERAL PROVISIONS
 Formation, Continuation and Name provided




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Principal Place of Business; Registered Office
 Purposes and Powers
 Securities
    2




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Organization
 Classes and Sub-Classes of Members
 Classes of Units
 3




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Register of Members Register of Members
 Certain Definitions
 2006 Operating Agreement
 Accounting Period
 Act
 Administrative Officer
 Advisers Act
 Affiliate(s)
 4




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Agreement provided
 Business Day
 Capital Account(s)
 Capital Contribution(s)
 Capital Percentage
 Cause
 Chairman
 Chief Compliance Officer
 Class A Share(s)
 Class A Unit(s)
 Class B Share(s)
 5




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Class B Member(s)
 Class B Stockholders Agreement
 Class B Unit(s)
 Client Prospect
 Code
 Company
 Company Group
 Company Income Company Loss
 Confidential Information
 Covered Person
 Disabling Conduct
 6




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Employee Member
 Equity Proceeds
 Exchange Act
 Executive Committee
 Fiscal Year
 GAAP
 Governmental or Regulatory Authority
 Gross Asset Value
    7




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Initial Managing Principal
 Interest(s)
 Investment Advisory Service provided
 Law
 Legal Representative(s)
 Lien
 Majority In Interest of the Class B Members
 Managing Member
 8




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Member(s)
 Non-Compete Period
 Non-Employee Member
 Non-Solicitation Period
 1% Member
 Ordinary Employee Member
 Permitted Transferee provided
 9




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Person(s)
 Plan
 Prime Rate
 Pzena Inc.
 Register of Members
 Registration Rights Agreement
 Securities
 Selling Holders
 Securities Act
 Sharing Percentage
 Super Majority In Interest of the Class B Members
 Tax Allowance Amount
 Transfer
 10




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2007 Plan
 2006 Plan Exhibit A
 Unit(s)
 Works
 Construction
 ARTICLE II
CAPITALIZATION
 Contributions
  11




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Additional Capital Contributions
 Members and the Executive Committee Not Liable
 Capital Accounts
 Capital Account
   12




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ARTICLE III
INCOME AND LOSSES; ALLOCATION; DISTRIBUTIONS
 Allocation of Company Income and Loss
  13




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First
 Second
  Tax Allocations
 Allocations for Income Tax Purposes
 Section 704(c) Allocations
 14




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Distributions pro rata
 Tax Distributions
 Restrictions on Distributions
 Withholding
 Indemnification and Reimbursement for Payments on Behalf of a Member
 15




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ARTICLE IV
COSTS AND EXPENSES
 Operating Costs provided
 ARTICLE V
MEMBERS
 Liability of Members
 Management of Business
 16




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Withdrawal
 Substitute Member
   17




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Power of Attorney
      Voting
 18




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Non-Solicitation/Non Compete
    19




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provided Reduced Number of Days
 20




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Confidentiality; Work for Hire
 Confidential Information
   21




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Works Made for Hire
 Works
 22




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New Class B Members and Issuance of Class B Units
 Investment Representations of Members
  23




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Relationship With the Managing Member
    24




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Equity Proceeds
  25




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26




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ARTICLE VI
TRANSFER OF UNITS
 Transfer of Units
    ab initio
   27




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Vesting and Forfeiture of Units
 Vesting of Units
 28




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Units Held by the Managing Member and the Non-Employee Members
 Units Held by Employee Members and their Permitted Transferees
 Forfeiture of Unvested Class B Units
 Additional Forfeiture of Class B Units
 Termination for Cause
 Initial Managing Principal Breach of Restrictive Covenants
 29




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Ordinary Employee Member Breach of Restrictive Covenants
 Consequences of Forfeiture
 Drag Along Rights Selling Holders
 30




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ARTICLE VII
MANAGING MEMBER; EXECUTIVE COMMITTEE; OFFICERS
 Powers of the Managing Member
  31




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Executive Committee Executive Committee
 Administrative Officers
 Administrative Officer Administrative Officers
 Chief Compliance Officer
 32




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Binding Company
    Reliance by Third Parties
 Duties of Managing Member, the Executive Committee and Employee Members
 33




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Liability of Managing Member and the Executive Committee
 Indemnification, Reliance and Fiduciary Duty
 Indemnification by the Company Disabling Conduct
  Reliance
 34




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Fiduciary Duty
   35




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Insurance
 ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION OF THE COMPANY
 Dissolution
    Liquidation
   36




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ARTICLE IX
RESERVES UPON DISSOLUTION
 Reserves
 Distribution of Reserves
 ARTICLE X
ACCOUNTING
 Accounts of the Company
 37




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Annual Reports to Members
 Tax Returns and Tax Elections
 provided
   38




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No Further Rights to Books and Records
 ARTICLE XI
MISCELLANEOUS
 Amendments
       39




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provided provided further
  Severability
 Notices
 40




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No Waiver
 Copy on File
 Governing Law
 Binding Effect
 Entire Agreement
 Other Activities
 Further Assurances
 Counterparts
 41




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Table of Contents and Captions Not Part of Agreement
 Waiver of Right to Partition
  42




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th
 MANAGING MEMBER:PZENA INVESTMENT MANAGEMENT, INC.BY:
    
    /s/ Richard S. Pzena

Name: Richard S. PzenaTitle: Chief Executive Officer




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CLASS B MEMBERS:/s/ Richard S. Pzena

Richard S. Pzena/s/ Wayne A. Palladino

Wayne A. Palladino/s/ Spencer Chen

Spencer Chen




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By:
    
    /s/ Richard S. Pzena

Name: Richard S. Pzena
Title: Attorney-in-Fact for each of the above-listed Class B MembersBy:
    
    /s/ Wayne A. Palladino

Name: Wayne A. Palladino
Title: Attorney-in-Fact for each of the above-listed Class B Members




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Exhibit A




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Exhibit B
 EXCHANGE RIGHTS OF CLASS B MEMBERS
 ARTICLE I
 GENERAL PROVISIONS
 General
 Certain Definitions
 Annual Period
 Certificate
 Class A Shares
 Class B Shares
 Closing
 Closing Date
 Employee Member Group
 Exchange
 Exchange Date
 Exchange Notice
 Exchange Request




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First Effective Date
 First Period
 IPO Date
 Registration Rights Agreement
 ARTICLE II
 EXCHANGE
 Exchange Dates; Exchange Notices




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Permissible Exchanges by Class B Members
 Employee Members
 General Rule Employee Member Group provided
 Initial Managing Principals
 Ordinary Employee Members




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provided
 Non-Employee Members
 Exceptions
 Restrictions on Class A Shares




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Unvested Class B Units
 Exchange Request Exchange Request
 Closing Date.
 Closing Date Closing th th provided however




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ab initio
 Closing Conditions




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Closing Deliveries
     Expenses
 Termination of Class B Membership; Cancellation of Class B Units; Issuance of Class
A Units
 Tax Treatment




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Amendments




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ANNEX A
 INSTRUMENT OF TRANSFER
 Instrument  Transferor Operating Agreement Company
 W I T N E S S E T H
 Transferred Units Exchange Exchange Shares
 Transfer
 Representations and Warranties
 Transferred Units
 Authority of Transferor




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(i)
    
    does not and will not violate any laws applicable to
Transferor, or require Transferor to obtain any approval, consent or waiver of,
or make any filing with, any person or entity (governmental or otherwise) that
has not been obtained or made;(ii)
    
    does not and will not result in a breach of, constitute a
default under, accelerate any obligation under, or give rise to a right of
termination of, any agreement, contract, instrument, lien, security interest,
lease, permit, authorization, order, writ, judgment, injunction, decree,
determination or arbitration award to which Transferor is a party or by which
the property of Transferor is bound or affected, or result in the creation or
imposition of any Lien on any of the assets of Transferor; and(iii)
    
    in the event that Transferor is not a natural person, does not
and will not violate any provision of any organization document of Transferor.
 Accredited Investor
 Investment Purpose
 Access to Information




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Evaluation of and Ability to Bear Risks
 Registration Rights Agreement
 Employee Member Acknowledgement
 Further Assurance
 Successors and Assigns
 Governing Law
 Descriptive Headings




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Counterparts
 Entire Agreement




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TRANSFEROR:Name:
 
  Name:Title:
 Certain Defined Terms
 Applicable Date:Transferor:Applicable Number:Exchange Request Date:




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Schedule 1
  Yes
    
    If Transferor is a natural person, Transferors own net worth, taken
together with the net worth of Transferors spouse, exceeds
$1,000,000. Net worth for this purpose means total assets
(including residence, personal property and other assets) in excess
of total liabilities.Yes
    
    If Transferor is a natural person, Transferor had an individual
gross income in excess of $200,000 (or joint income with
Transferors spouse in excess of $300,000) in each of the two
previous years and reasonably expects a gross individual income in
excess of $200,000 (or joint income with Transferors spouse in
excess of $300,000) this year.Yes
    
    If Transferor is an entity, Transferor has total assets in excess of
$5,000,000, AND was not formed for the specific purpose of acquiring
the securities offered, AND is any of the following:
 
    
    a corporation,
    
    a partnership,
    
    a limited liability company,
    
    a Massachusetts or similar business trust, or
    
    an organization described in Section 501(c)(3) of the
Internal Revenue Code
 Yes
    
    If Transferor is an entity, all of Transferors equity owners are
accredited investors within the meaning of Regulation D (taking
into account the need to look through certain entities under
applicable law).




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Exhibit C