0000894189-14-003031 Sample Contracts

HOTCHKIS AND WILEY FUNDS INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 30th, 2014 • Hotchkis & Wiley Funds /De/ • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 14th day of May, 2014, by and between HOTCHKIS AND WILEY FUNDS, a Delaware statutory trust (the “Trust”), on behalf its Hotchkis and Wiley Small Cap Diversified 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 AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • June 30th, 2014 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT dated as of the 14th day of May, 2014, 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").

HOTCHKIS & WILEY FUNDS SEVENTH AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • June 30th, 2014 • Hotchkis & Wiley Funds /De/

THIS SEVENTH AMENDMENT dated as of the 14th day of May, 2014, to the Distribution Agreement, dated as of February 18, 2005, as amended August 15, 2005, February 6, 2006, January 1, 2008, February 5, 2009, November 17, 2010 and November 19, 2012 (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 AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • June 30th, 2014 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT dated as of the 14th day of May, 2014, 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, November 17, 2010 and November 19, 2012 (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").

HOTCHKIS AND WILEY FUNDS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT
Operating Expense Limitation Agreement • June 30th, 2014 • Hotchkis & Wiley Funds /De/ • Delaware

THIS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 30th day of June, 2014 by and between HOTCHKIS AND WILEY FUNDS, a Delaware statutory trust (the “Trust”), on behalf of its series listed in Appendix A below (each, a “Fund” and collectively, the “Funds”), and HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Advisor”).

HOTCHKIS & WILEY FUNDS AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • June 30th, 2014 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT dated as of the 14th day of May, 2014, 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, November 17, 2010 and November 19, 2012 (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”).

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