HOTCHKIS & WILEY FUNDS AMENDMENT TO THE AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT
HOTCHKIS & WILEY FUNDS
AMENDMENT TO THE
AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT
THIS AMENDMENT dated as of the ____ day of October, 2012, to the Amended and Restated Fund Accounting Servicing Agreement, dated as of October 26, 2005, as amended January 1, 2008, February 5, 2009, May 12, 2010 and November 17, 2010 (the "Fund Accounting 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 Accounting Agreement; and
WHEREAS, the parties desire to amend the funds and the fees of the Fund Accounting Agreement; and
WHEREAS, Section 15 of the Fund Accounting 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NOW, THEREFORE, the parties agree that Amended Exhibit A and Amended Exhibit B of the Fund Accounting Agreement are superseded and replaced with Amended Exhibit A and Amended Exhibit B attached hereto.
Except to the extent amended hereby, the Fund Accounting 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 Accounting Servicing Agreement
Hotchkis & Wiley Funds
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ANNUAL FEE SCHEDULE Effective January 1, 2011
(except Hotchkis & Wiley Capital Income Fund and except Hotchkis & Wiley Global Value Fund)
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Annual fee based upon assets in the Fund Complex*:
¨ [ ] basis points on the first $[ ]
¨ [ ] basis points on the next $[ ]
¨ [ ] basis points on the balance > $[ ]
*Minimum annual fee for [ ] funds ([ ] cusips): $[ ]. Subject to change with changes in the total number of funds and/or classes, as mutually agreed upon in writing by the Trust and USBFS.
Fills are billed monthly (in arrears)
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Extraordinary services - quoted separately
Conversion Estimate – [ ] month’s fee (if necessary)
NOTE- All schedules subject to change depending upon the use of derivatives – options, futures, short sales, etc.
All fees are billed monthly plus out-of-pocket expenses, including pricing, corporate action, and factor services:
· $[ ] Domestic and Canadian Equities
· $[ ] Options
· $[ ] Corp/Gov/Agency Bonds
· $[ ] CMOs
· $[ ] International Equities and Bonds
· $[ ] Municipal Bonds
· $[ ] Money Market Instruments
· $[ ] /fund/month - Mutual Fund Pricing
· $[ ] Per Corporate Action
Factor Services (BondBuyer)
· Per CMO - $[ ] per month
· Per Mortgage Backed - $[ ] /month
· Minimum - $[ ] /month
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3
Amended Exhibit B (continued) to the Fund Accounting Servicing 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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4
Amended Exhibit B (continued) to the Fund Accounting 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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