ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) Amendment to Executive Employment Agreement

On October 8, 2009, Pzena Investment Management, Inc. and Pzena Investment Management, LLC (together, the "Employer") entered into an amendment to the Amended and Restated Executive Employment Agreement dated October 30, 2007 (the "Agreement"), with A. Rama Krishna, its former President, International (the "Amended Agreement"). Under the terms of the Amended Agreement, Mr. Krishna's non-compete period with the Employer will terminate on December 31, 2009. All other terms of the Agreement remain in full force and effect, including but not limited to a three-year non-solicitation provision and a three-year restriction on selling Class B shares.

ITEM 8.01. OTHER EVENTS.

On October 8, 2009, Pzena Investment Management, Inc. issued a press release in which it reported its preliminary assets under management as of September 30, 2009. A copy of the press release is attached to this Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

99.1 Press release, dated October 8, 2009, of Pzena Investment Management, Inc. reporting preliminary assets under management as of September 30, 2009.

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