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: Richard S. Pzena, Chief Executive Officer


 


Pzena Investment Management, LLC,


PIM


 


	 	 
	By: Richard S. Pzena, Chief Executive Officer


 




    	 



    	 



    

 


MEMBERS





	 	 	 
	 	 	 
	The Aaron Pzena Family Trust	 	Bill Andolfi
	 	 	 
	 	 	 
	Joan Berger	 	Rakesh Bordia
	 	 	 
	 	 	 
	Caroline Cai	 	The Carrie Esther Goetz Trust
	 	 	 
	 	 	 
	Kevin Clegg	 	Steven M. Coffey
	 	 	 
	 	 	 
	The Daniel Pzena Family Trust	 	Antonio DeSpirito
	 	 	 
	 	 	 
	Jessica Doran	 	The Eric Pzena Family Trust
	 	 	 
	 	 	 
	Evan Fire	 	Allison Fisch


 




    	 



    	 



    

 


	 	 	 
	John Flynn	 	Evan Fox
	 	 	 
	 	 	 
	John P. Goetz	 	Fitzgerald S. Haney
	 	 	 
	 	 	 
	Michel V. Hanigan	 	Lawrence Kohn
	 	 	 
	 	 	 
	Keith Komar	 	James Krebs
	 	 	 
	 	 	 
	William L. Lipsey	 	LJK Trust I
	 	 	 
	 	 	 
	Lauren Lopes	 	Brian Mann
	 	 	 
	 	 	 
	The Michael D. Peterson 2009 Grantor 

Retained Annuity Trust	 	Valerie R. Mignone


 




    	 



    	 



    

 


	 	 	 
	T.V.R. Murti	 	Nicholas Padgen
	 	 	 
	 	 	 
	Wayne Palladino	 	Michael D. Peterson
	 	 	 
	 	 	 
	Jacques Pompy	 	Richard S. Pzena
	 	 	 
	 	 	 
	Eli Rabinowich	 	The Rachel Theresa Goetz Trust
	 	 	 
	 	 	 
	Lisa Roth	 	The Sarah M. Peterson 2009 Grantor
	 	 	Retained Annuity Trust
	 	 	 
	 	 	 
	Ben Silver	 	Manoj Tandon
	 	 	 
	 	 	 
	Franco Tapia	 	The William Lipsey Dynasty Trust


 




    	 



    	 



    

 


	 	 	 
	David Y. Zhao	 	1997 Joel Greenblatt Retained Annuity Trust
	 	 	 
	 	 	 
	The ACJF Trust	 	America Media Consultants
	 	 	 
	 	 	 
	Gary & Sharon Curhan	 	Joel Greenblatt
	 	 	 
	 	 	 
	Robert Goldstein	 	Joel Greenblatt for Jordan Greenblatt
	 	 	 
	 	 	 
	Joel Greenblatt for Jonathan Greenblatt	 	Joel Greenblatt for Melissa Greenblatt
	 	 	 
	 	 	 
	Joel Greenblatt for Matthew Greenblatt	 	Edward B. Grier III
	 	 	 
	 	 	 
	Joel Greenblatt for Rebecca Greenblatt	 	Amelia C. Jones Feinberg
	 	 	 
	 	 	 
	Joel M. Greenblatt 2002 Blithe GRAT	 	Milestone Associates, LLC


 




    	 



    	 



    

 


	 	 	 
	 	 	 
	The Michele Pzena Family Trust	 	Piping Brook, LLC
	 	 	 
	 	 	 
	Bruce Newberg	 	Gary Warren
	 	 	 
	 	 	 
	Sobie Investments