AMENDMENT TO DISTRIBUTION AGREEMENT

Exhibit (e)(ii)

AMENDMENT TO
DISTRIBUTION AGREEMENT

     THIS AMENDMENT, dated as of the 15th day of August, 2005, by and between Hotchkis and Wiley Funds, a Delaware statutory trust (“Trust”), Hotchkis and Wiley Capital Management, LLC, a Delaware limited liability company (“Adviser”) and Quasar Distributors, LLC (“Quasar”), as parties to the Distribution Agreement dated February 18^th, 2005 (the “Agreement”).

     WHEREAS, the parties to the Agreement desire to further amend the Agreement in the manner set forth herein;

     NOW THEREFORE, pursuant to section 10(B) of the Agreement, the parties hereby amend the Agreement as follows:

Effective as of July 1, 2005, Exhibit B of the Agreement shall be amended and replaced in its entirety by the Amended Exhibit B (“Amended Exhibit B”) attached herein.

The Agreement, as amended, 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 first above written.

HOTCHKIS AND WILEY FUNDS				QUASAR DISTRIBUTORS, LLC
By:		/s/ Xxxxx X. Xxxxxx		By:		/s/ Xxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxx				Xxxxx X. Xxxxxxxxx
Title: President				Title: President
HOTCHKIS AND WILEY CAPITAL
MANAGEMENT, LLC
By:		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
Title: Chief Operating Officer

Amended Exhibit B
to the
Distribution Agreement

QUASAR DISTRIBUTORS, LLC
REGULATORY DISTRIBUTION SERVICES
ANNUAL FEE SCHEDULE
Hotchkis & Wiley

Commissions

• Commissions on sales of Fund shares

Basic Distribution Services

• ¹/4 bp fee with a maximum annual cap of: $200,000, all funds and classes. (monthly cap of $200,000 divided by 12 months)

Advertising Compliance Review/NASD Filings

• Basic distribution service includes NASD filing fees, as follows:

• $100 per job for the first 10 pages (minutes if tape or video); $20 per page (minute if tape or video) thereafter.

•		NASD Expedited Service for 3 Day Turnaround
		$500 for the first 10 pages (minutes if audio or video); $25 per page (minute if audio or video) thereafter.
		(Comments are faxed. NASD may not accept expedited request.)

•		Non-NASD filed materials, (e.g. Broker Use Only Materials, Institutional, Correspondence)
		No Charge.

NASD Licensing of Investment Advisor’s Staff (if desired) as Broker/Dealer representatives

• First 25 Registered Representatives (“RRs”), Supervision fee: No charge.

• $1500 per year per RR for more than 25 RRs, thereafter.

• Quasar is limited to these licenses for sponsorship: Series, 6, 7, 24, 26, 27, 63, 66

• Plus all associated NASD and State fees for RRs, including license and renewal fees (see fee schedule).

• Client to provide properly registered supervisors according to NASD regulation and Quasar procedure.

Out-of-Pocket Expenses (if applicable)*

Reasonable out-of-pocket expenses incurred by the Distributor in connection with activities primarily intended to result in the sale of Shares, including, without limitation:

• typesetting, printing and distribution of Prospectuses and shareholder reports

• production, printing, distribution and placement of advertising and sales literature and materials

• engagement of designers, free-xxxxx writers and public relations firms

• long-distance telephone lines, services and charges

• postage

• overnight delivery charges

• NASD registration and filing fees

(NASD advertising filing fees are included in Advertising Compliance Review section above)

• record retention

• travel, lodging and meals

Fees are billed monthly.