Exhibit
10.1

     

    
      AMENDMENT
NO. 1

       

      TO

       

      EXCHANGE
AGREEMENT

       

      AMENDMENT
NO. 1 dated as of May 20, 2010 (this “Amendment”) to the
EXCHANGE AGREEMENT dated as of September 29, 2009 (the “Exchange Agreement”),
by and among Artio Global Investors Inc., a Delaware corporation (the “Corporation”),
Richard C. Pell (“Pell”), Rudolph-Riad
Younes (“Younes”), the Richard
Pell Family Trust (the “Pell Trust”),
and the Rudolph-Riad Younes Family Trust (the “Younes
Trust”).

       

      WHEREAS,
the Corporation, Pell and Younes entered into the Exchange Agreement in
connection with the IPO (as defined in the Exchange Agreement);

       

      WHEREAS,
the Pell Trust and the Younes Trust were made parties to the Exchange Agreement
pursuant to Sections 5.04(b) and 5.04(c) thereof, respectively; and

       

      WHEREAS,
the parties to the Exchange Agreement desire to amend the Exchange Agreement as
set forth herein;

       

      NOW,
THEREFORE, in consideration of the mutual covenants and undertakings contained
herein and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto herby agree as
follows:

       

      1.   The
Exchange Agreement is hereby amended by the parties thereto, in accordance with
Section 5.13(a) thereof, by amending and restating Section 3.04 thereof as
follows:

       

      “Section 3.04. Tax-Related Transfers.
Notwithstanding anything to the contrary in Section 3.03, each Principal and
each Permitted Transferee of a Principal may, in connection with any Exchange
pursuant to Section 2.01(a)(i) as a result of which such Principal or such
Permitted Transferee incurs income taxes, Transfer a number of Restricted Class
A Shares equal to the sum of (i) the quotient of the Tax Coverage Amount divided by the Tax-Related
Transfer Price, and (ii) such number of Restricted Class A Shares as is
necessary to generate proceeds to such Principal or such Permitted Transferee in
the amount of any underwriting discounts or brokerage commissions and expenses
applicable to such Transfer (or the Transfer of other Class A Shares in
connection with a synthetic secondary offering) (any such Transfer, a “Tax-Related Transfer”); provided that in no event
shall any Tax-Related Transfers be permitted by a Principal (or any Permitted
Transferee thereof) prior to the expiration of the applicable Lock-Up
Period.  For purposes hereof, “Tax Coverage Amount” means the
amount of income taxes arising from the gain recognized on a taxable Exchange
pursuant to Section 2.01(a)(i) assuming that such Principal or such Permitted
Transferee is a resident of New York City subject to the maximum federal, New
York State and New York City income tax rates applicable to such
Exchange.  For purposes hereof, “Tax-Related Transfer Price”
means (a) the closing price of the Class A Shares on the New York Stock Exchange
(or such 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      other
securities exchange or quotation system on which the Class A Shares are then
listed or traded) on the date of the applicable Exchange pursuant to Section
2.01(a)(i), or (b) if Restricted Class A Shares (or other Class A Shares in
connection with a synthetic secondary offering) are being sold in a public
offering in connection with such Exchange, at the written election of the
applicable Principal or Permitted Transferee thereof, either the closing price
referred to in clause (a) above or the public offering price of such Restricted
Class A Shares (or such other Class A Shares), such election, which shall be
irrevocable, to be made in the Exchange Request delivered in respect of such
Exchange.

       

      The
parties hereto acknowledge and agree that for purposes of the Tax Receivable
Agreement, an “Exchange” shall be understood to include, mutatis mutandis, a sale by a
Principal or Permitted Transferee thereof of Class A Units to the Corporation
for cash.

       

      2.   The
parties to this Amendment acknowledge and agree that (a) for purposes of the
Exchange Requests (as defined in the Exchange Agreement), dated May 18, 2010,
delivered to the Corporation by Pell and Younes, and (b) for purposes of any
additional Exchange Requests delivered to the Corporation by Pell, Younes and
the Pell Trust in connection with that certain registration statement for the
offering of 3,700,000 Class A Shares by the Corporation, each of Pell, Younes
and the Pell Trust shall be deemed to have elected to use the public offering
price of the Class A Shares to be sold in connection with the contemplated
synthetic secondary offering as the Tax-Related Transfer Price (as defined in
the Exchange Agreement) pursuant to Section 3.04 of the Exchange Agreement, as
amended hereby.

       

      3.   This
Amendment may be executed (including by facsimile transmission with counterpart
pages) in one or more counterparts, each of which shall be deemed an original
and all of which shall, taken together, be considered one and the same
agreement, it being understood that the parties need not sign the same
counterpart.

       

      4.   This
Amendment shall be governed by, construed and enforced in accordance with the
law of the State of New York, without regard to the conflicts of law rules of
such state.

       

      5.   Except to
the extent expressly amended by this Amendment, the Exchange Agreement remains
in full force and effect as previously executed and delivered by the parties
thereto.

       

      [Signature pages
follow.]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      IN
WITNESS WHEREOF,  the parties have caused this Amendment to be duly
executed and delivered, all as of the date first set forth above.

       

       

      
      

       

      
        	 	
                ARTIO
      GLOBAL INVESTORS INC.

              
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 /s/ Francis
      Harte	 
	 	 	Name:	Francis
      Harte 	 
	 	 	Title:	Chief Financial
      Officer	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                By:

              	 /s/ Adam
      Spilka	 
	 	 	Name:	Adam
      Spilka 	 
	 	 	Title:	General Counsel and
      Corporate Secretary 	 


      

       

      


      


      


      


      [Signature page to Amendment No. 1 to
the Exchange Agreement]

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
        	 	 	
                 /s/ Richard C.
      Pell

              	 
	
              	 	
              	Richard C.
      Pell	 


      

       

       

       

       

       

      


      


      


      


      


      


      


      


      


      


      


      


      [Signature page to Amendment No. 1 to
the Exchange Agreement]

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

       

      
        	
              	 	
                 /s/
      Rudolph-Riad Younes

              	 
	
              	 	
              	
                Rudolph-Riad
      Younes

              	 


      

       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      [Signature page to Amendment No. 1 to
the Exchange Agreement]

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
              	
                RICHARD
      PELL FAMILY TRUST

              
	 	 	 	 	 
	 	 	 	 	 
	 	 By:	
                 /s/
      Richard C. Pell

              	 
	 	 	Richard
      C. Pell	 
	 	 	Trustee	 


      

       

       

      


      


      


      


      


      


      


      


      


      


      


      


      [Signature page to Amendment No. 1 to
the Exchange Agreement]

       

       

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                	
                  

                    RUDOLPH-RIAD
      YOUNES FAMILY TRUST

                  

                
	 	 	 	 	 
	 	 	 	 	 
	 	 By:	
                   /s/
      Rudolph-Riad
      Younes

                	 
	 	 	

                  Rudolph-Riad
      Younes

                	 
	 	 	Trustee	 


        

         

         

        


        


        


        


        


        


        


        


        


        


        


        


        [Signature page to Amendment No. 1 to
the Exchange Agreement]