0000894189-09-001034 Sample Contracts

HOTCHKIS AND WILEY FUNDS INVESTMENT ADVISORY AGREEMENT Hotchkis and Wiley High Yield Fund
Investment Advisory Agreement • March 31st, 2009 • Hotchkis & Wiley Funds /De/ • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 5th day of February, 2009, by and between HOTCHKIS AND WILEY FUNDS, a Delaware statutory trust (the “Trust”), on behalf its Hotchkis and Wiley High Yield Fund series (the “Fund”) and HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Advisor”).

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HOTCHKIS AND WILEY FUNDS AMENDMENT TO THE AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT
Hotchkis and Wiley Funds • March 31st, 2009 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT dated as of the 5th day of February, 2009, to the Amended and Restated Fund Accounting Servicing Agreement, dated as of October 26, 2005, as amended January 1, 2008 (the “Fund Accounting Agreement"), is entered into by and between HOTCHKIS AND WILEY FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

HOTCHKIS AND WILEY FUNDS AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • March 31st, 2009 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT dated as of the 5th day of February, 2009, to the Fund Administration Servicing Agreement, dated as of February 18, 2005, as amended February 8, 2006, August 23, 2006 and January 1, 2008 (the “Fund Administration Agreement”), is entered into by and between HOTCHKIS AND WILEY FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

HOTCHKIS AND WILEY FUNDS FOURTH AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • March 31st, 2009 • Hotchkis & Wiley Funds /De/

THIS FOURTH AMENDMENT dated as of the 5th day of February, 2009, to the Distribution Agreement, dated as of February 18, 2005, as amended August 15, 2005, February 6, 2006 and January 1, 2008 (the “Agreement”), is entered into by and among HOTCHKIS AND WILEY FUNDS, a Delaware statutory trust (the “Trust”), HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Advisor”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

HOTCHKIS AND WILEY FUNDS AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 31st, 2009 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT dated as of the 5th day of February, 2009, to the Transfer Agent Servicing Agreement, dated as of October 19, 2001, as amended, (the “Transfer Agent Agreement”), is entered into by and between HOTCHKIS AND WILEY FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

HOTCHKIS AND WILEY FUNDS ADDENDUM TO OPERATING EXPENSE LIMITATION AGREEMENT
Operating Expense Limitation Agreement • March 31st, 2009 • Hotchkis & Wiley Funds /De/

THIS ADDENDUM TO EXPENSE CAP AGREEMENT (“Addendum”), effective as of February 5, 2009, is entered into between Hotchkis and Wiley Capital Management, LLC, as investment advisor (“Advisor”), and the Hotchkis and Wiley Funds (the “Funds”) on behalf of the Hotchkis and Wiley High Yield Fund (the “High Yield Fund”).

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