AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
HOTCHKIS & WILEY FUNDS
AMENDMENT TO THE
THIS AMENDMENT dated as of the _____ day of October, 2012, to the Fund Administration Servicing Agreement, dated as of February 18, 2005, as amended February 8, 2006, August 23, 2006, January 1, 2008, February 5, 2009, May 12, 2010 and November 17, 2010 (the “Fund Administration Agreement”), is entered into by and between HOTCHKIS & WILEY FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
RECITALS
WHEREAS, the parties have entered into the Fund Administration Agreement; and
WHEREAS, the parties desire to amend the funds and the fees of the Fund Administration Agreement; and
WHEREAS, Section 6 of the Fund Administration Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree that Amended Exhibit A and Amended Exhibit B of the Fund Administration Agreement are superseded and replaced with Amended Exhibit A and Amended Exhibit B attached hereto.
Except to the extent amended hereby, the Fund Administration Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| HOTCHKIS & WILEY FUNDS | U.S. BANCORP FUND SERVICES, LLC | ||
| By: | /s/ Xxxx Xxxxx Xxxxx | By: | /s/ Xxxxxxx X. XxXxx |
| Printed Name: | Xxxx Xxxxx Xxxxx | Printed Name: | Xxxxxxx X. XxXxxxxxxx |
| Title: | President | Title: | Executive Vice President |
1
Amended Exhibit A to the
Fund Names
Separate Series of HOTCHKIS & WILEY FUNDS
| Name of Series | Date Added |
| Hotchkis & Wiley Value Opportunities Fund | 12-31-2002 |
| Hotchkis & Wiley Diversified Value Fund | 08-24-2004 |
| Hotchkis & Wiley Large Cap Value Fund | 10-19-2001 |
| Hotchkis & Wiley Mid-Cap Value Fund | 10-19-2001 |
| Hotchkis & Wiley Small Cap Value Fund | 10-19-2001 |
| Hotchkis & Wiley High Yield Fund | 03-31-2009 |
| Hotchkis & Wiley Capital Income Fund | 12-31-2010 |
| Hotchkis & Wiley Global Value Fund | on or after 12-31-2012 |
2
Amended Exhibit B to the Fund Administration Servicing Agreement
HOTCHKIS & WILEY FUNDS
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FUND ADMINISTRATION & COMPLIANCE SERVICES
HOTCHKIS & WILEY FUNDS
(except Hotchkis & Wiley Capital Income Fund and Hotchkis & Wiley Global Value Fund)
FEE SCHEDULE Effective January 1, 2011
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Fund Complex Annual Basis Point Fees*:
Annual fee based upon assets for the Fund complex
¨ [ ] basis points on the first $[ ]
¨ [ ] basis points on the next $[ ]
¨ [ ] basis points on the next $[ ]
¨ [ ] basis points on the next $[ ]
¨ [ ] basis points on the balance over $[ ]
Plus System Charges of [ ] basis points (Capped at $[ ] annually; will be billed quarterly)
*Subject to change with changes in the number of funds and/or classes, as mutually agreed upon in writing by the Trust and USBFS.
Advisor Information Source Web Portal
· $[ ] /fund/month (fee waived)
· Specialized projects will be analyzed and an estimate will be provided prior to work being performed.
Plus Out-Of-Pocket Expenses – Including but not limited to postage, stationery, programming, special reports, daily compliance testing systems expenses, proxies, insurance, XXXXX filing, retention of records, federal and state regulatory filing fees, certain insurance premiums, expenses from board of directors meetings, third party auditing and legal expenses, conversion expenses (if necessary), and all other out-of-pocket expenses.
Fees are billed monthly in arrears
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3
Amended Exhibit B (continued) to the Fund Administration Servicing Agreement
HOTCHKIS & WILEY FUNDS
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FUND ADMINISTRATION & COMPLIANCE PORTFOLIO SERVICES
SUPPLEMENTAL SERVICES
FEE SCHEDULE – for ALL HOTCHKIS & WILEY FUNDS Effective January 1, 2013
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Annual Legal Administration – Add the following for legal administration services in support of external legal counsel, including annual registration statement update and drafting of supplements:
§ $[ ] additional minimum
Additional Services
§ New fund launch – as negotiated based upon specific requirements
§ Subsequent new fund launch – $[ ] /project
§ Subsequent new share class launch – $[ ] /project
§ Multi-managed funds – as negotiated based upon specific requirements
§ Proxy – as negotiated based upon specific requirements
§ Expedited filings – as negotiated based upon specific requirements
§ Asset conversion – as negotiated based upon specific requirements
§ Fulcrum fee – as negotiated based upon specific requirements
§ Exemptive applications – as negotiated based upon specific requirements
Daily Pre- and Post-Tax Fund and/or Sub-Advisor Performance Reporting
§ Performance Service – $[ ] /CUSIP per month
§ Setup – $[ ] /CUSIP
§ Conversion – quoted separately
§ FTP Delivery – $[ ] setup /FTP site
Daily Compliance Services (Xxxxxxx River)
§ Base fee – $[ ] /fund per year
§ Setup – $[ ] /fund group
§ Data Feed – $[ ] /security per month
Section 15(c) Reporting
§ $[ ] /fund per report – first class
§ $[ ] /additional class report
Equity Attribution (Morningstar Direct)
§ Fees are dependent upon portfolio makeup
Bookmark Electronic Board Book Portal
§ USBFS will establish a central, secure portal for Board materials using a unique client board URL.
§ Your Fund Administrator will load/maintain all fund board book data for the main fund board meetings and meetings.
§ Features password-protected, encrypted servers with automatic failover.
§ Training and ongoing system support.
§ Accessible from your smart phone or iPad.
§ Allows multiple users to access materials concurrently.
§ Searchable archive.
§ Ability to make personal comments.
Annual Fee
§ [ ] - [ ] users - $[ ] (includes [ ] GB of storage)
§ [ ] - [ ] users - $[ ]
§ [ ] - [ ] users - $[ ]
§ [ ] - [ ] users - $[ ]
Additional Storage
§ [ ] GB included in annual charge
§ $[ ] for each additional [ ] GB of storage
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4
Amended Exhibit B (continued) to the Fund Administration Agreement
HOTCHKIS & WILEY FUNDS
Hotchkis & Wiley Capital Income Fund
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FUND ACCOUNTING/FUND ADMINISTRATION & COMPLIANCE SERVICES
FEE SCHEDULE
Effective December 31, 2010
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Annual base fee (up to [ ] cusips)*: $[ ]
*Annual base fee waived for the first [ ] months of fund operations. After the first [ ] months, the following tiered fee schedule applies during months [ ] through [ ] of fund operations:
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ] and beyond
*Subject to change with changes in the number of classes.
Advisor Information Source Web Portal (Monthly fee included in annual base fee schedule)
· $[ ] /fund/month
· Specialized projects will be analyzed and an estimate will be provided prior to work being performed.
Plus Out-Of-Pocket Expenses – Including but not limited to postage, stationery, programming, special reports, daily compliance testing systems expenses, proxies, insurance, XXXXX filing, retention of records, federal and state regulatory filing fees, certain insurance premiums, expenses from board of directors meetings, third party auditing and legal expenses, conversion expenses (if necessary), and all other out-of-pocket expenses.
Additional Services – Above pricing is for standard services. Available but not included above are the following services – multiple classes, legal administration, SEC §15(c) reporting, Advisor Information Source data delivery, daily fund compliance testing, daily pre- and post-performance reporting.
Fees are billed monthly.
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5
Amended Exhibit B (continued) to the Fund Administration Servicing Agreement
HOTCHKIS & WILEY FUNDS
Hotchkis & Wiley Global Value Fund
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FUND ACCOUNTING/FUND ADMINISTRATION & COMPLIANCE SERVICES
FEE SCHEDULE
Effective January 1, 2013
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Annual base fee (up to [ ] cusips)*: $[ ]
*Annual base fee waived for the first [ ] months of fund operations. After the first [ ] months, the following tiered fee schedule applies during months [ ] through [ ] of fund operations:
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ]
[ ] % of base fee in month [ ] and beyond
*Subject to change with changes in the number of classes.
Advisor Information Source Web Portal (Monthly fee included in annual base fee schedule)
· $[ ] /fund/month
· Specialized projects will be analyzed and an estimate will be provided prior to work being performed.
Plus Out-Of-Pocket Expenses – Including but not limited to postage, stationery, programming, special reports, daily compliance testing systems expenses, proxies, insurance, XXXXX filing, retention of records, federal and state regulatory filing fees, certain insurance premiums, expenses from board of directors meetings, third party auditing and legal expenses, conversion expenses (if necessary), and all other out-of-pocket expenses.
Additional Services – Above pricing is for standard services. Available but not included above are the following services – multiple classes, legal administration, SEC §15(c) reporting, Advisor Information Source data delivery, daily fund compliance testing, daily pre- and post-performance reporting.
Fees are billed monthly.
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