SECOND AMENDMENT TO DISTRIBUTION AGREEMENT
SECOND
AMENDMENT TO
THIS
AMENDMENT, dated
as
of the 6th
day
of
February, 2006, 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 (the “Distributor”),
as parties to the Distribution Agreement dated February 18th,
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 February 8, 2006, Section 5 of the Agreement shall be amended and replaced
in its entirety by the Amended Section
(“Amended Section5”) as set forth below.
Amended
Section 5.
Compensation
| A. |
As
full compensation for the services performed and the expenses assumed
by
the Distributor under this Agreement including, but not limited to,
any
commissions paid for sales of Shares, the Distributor shall be entitled
to
the fees and expenses set forth in Exhibit B hereto, as amended from
time
to time by mutual consent of the parties). Such fees and expenses shall
be
paid to the Distributor by the Trust from fees payable by the appropriate
Fund pursuant to the Trust’s Distribution Plan under Rule 12b-1 (the
“Distribution Plan”), or if the Distribution Plan is discontinued, or if
the Advisor otherwise determines that Rule 12b-1 fees shall not, in
whole
or in part, be used to pay the Distributor, the Advisor shall be
responsible for the payment of the amount of such fees and expenses
not
covered by Rule 12b-1 payments.
|
| B. |
The
Distributor shall act as the Distribution Coordinator under the
Distribution Plan, unless a different Distribution Coordinator is
designated by the Trust. As the Distribution Coordinator, the Distributor
may retain, or may pay to any other person (including the Advisor),
compensation from 12b-1 fees for services or other activities that
are
primarily intended to result in the sale of Shares, or reimbursement
for
expenses incurred in connection with services or other activities that
are
primarily intended to result in the sale of Shares, including, but
not
limited to, advertising, compensation to underwriters, dealers and
selling
personnel, the printing and mailing of prospectuses to other than current
Fund shareholders, and the printing and mailing of sales literature.
|
| C. |
The
Trust shall pay all fees and expenses promptly after the last day of
each
month and a rendering of an invoice with respect thereto, except for
any
fee or expense subject to a good faith dispute. The Trust shall notify
the
Distributor in writing within fifteen (15) calendar days following
receipt
of any invoice if the Trust wishes to dispute any amounts in good faith.
The Trust shall settle such disputed amounts within ten (10) calendar
days
of the day on which the parties agree to the amount to be
paid.
|
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. Scholenike
|
|
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
|
|
