0000894189-12-007036 Sample Contracts

HOTCHKIS AND WILEY FUNDS INVESTMENT ADVISORY AGREEMENT Hotchkis and Wiley Global Value Fund
Investment Advisory Agreement • December 28th, 2012 • Hotchkis & Wiley Funds /De/ • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 19th day of November, 2012, by and between HOTCHKIS AND WILEY FUNDS, a Delaware statutory trust (the “Trust”), on behalf its Hotchkis and Wiley Global Value Fund series (the “Fund”) and HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Advisor”).

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HOTCHKIS & WILEY FUNDS SIXTH AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • December 28th, 2012 • Hotchkis & Wiley Funds /De/

THIS SIXTH AMENDMENT dated as of the ____ day of October, 2012, to the Distribution Agreement, dated as of February 18, 2005, as amended August 15, 2005, February 6, 2006, January 1, 2008, February 5, 2009, and November 17, 2010 (the "Agreement"), is entered into by and among HOTCHKIS & WILEY FUNDS, a Delaware statutory trust (the "Trust"), HOTCHKIS & WILEY CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Advisor”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor").

HOTCHKIS & WILEY FUNDS AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 28th, 2012 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT dated as of the ___ day of October, 2012, 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 & WILEY FUNDS, a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 28th, 2012 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT dated as of the _____ day of October, 2012, 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, May 12, 2010 and November 17, 2010 (the “Fund Administration 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”).

HOTCHKIS AND WILEY FUNDS ADDENDUM TO OPERATING EXPENSE LIMITATION AGREEMENT
Operating Expense Limitation Agreement • December 28th, 2012 • Hotchkis & Wiley Funds /De/

THIS ADDENDUM TO EXPENSE CAP AGREEMENT (“Addendum”), effective as of November 19, 2012, 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 Global Value Fund (the “Global Value Fund”).

HOTCHKIS & WILEY FUNDS AMENDMENT TO THE AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 28th, 2012 • Hotchkis & Wiley Funds /De/

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").

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