0000894189-10-004730 Sample Contracts

HOTCHKIS AND WILEY FUNDS INVESTMENT ADVISORY AGREEMENT Hotchkis and Wiley Capital Income Fund
Investment Advisory Agreement • December 30th, 2010 • Hotchkis & Wiley Funds /De/ • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 17th day of November, 2010, by and between HOTCHKIS AND WILEY FUNDS, a Delaware statutory trust (the “Trust”), on behalf its Hotchkis and Wiley Capital Income 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 ADDENDUM TO OPERATING EXPENSE LIMITATION AGREEMENT
Operating Expense Limitation Agreement • December 30th, 2010 • Hotchkis & Wiley Funds /De/

THIS ADDENDUM TO EXPENSE CAP AGREEMENT (“Addendum”), effective as of November 17, 2010, 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 Capital Income Fund (the “Capital Income Fund”).

HOTCHKIS AND WILEY FUNDS FIFTH AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • December 30th, 2010 • Hotchkis & Wiley Funds /De/

THIS FIFTH AMENDMENT dated as of the 17th day of November, 2010, to the Distribution Agreement, dated as of February 18, 2005, as amended August 15, 2005, February 6, 2006, January 1, 2008 and February 5, 2009 (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 FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 30th, 2010 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT dated as of the 17th day of November, 2010, 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 and May 12, 2010 (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 AMENDMENT TO THE AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT
Hotchkis and Wiley Funds • December 30th, 2010 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT dated as of the 17th day of November, 2010, to the Amended and Restated Fund Accounting Servicing Agreement, dated as of October 26, 2005, as amended January 1, 2008, February 5, 2009 and May 12, 2010 (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 TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 30th, 2010 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT dated as of the 17th day of November, 2010, 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").

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