0000894189-15-006577 Sample Contracts

HOTCHKIS AND WILEY FUNDS INVESTMENT ADVISORY AGREEMENT Hotchkis and Wiley International Value Fund
Investment Advisory Agreement • December 28th, 2015 • Hotchkis & Wiley Funds /De/ • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 17th day of November, 2015, by and between HOTCHKIS AND WILEY FUNDS, a Delaware statutory trust (the “Trust”), on behalf of its Hotchkis and Wiley International Value 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 28th, 2015 • Hotchkis & Wiley Funds /De/

THIS ADDENDUM TO EXPENSE CAP AGREEMENT (“Addendum”), effective as of [November 17, 2015], 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 International Value Fund (the “International Value Fund”).

HOTCHKIS & WILEY FUNDS EIGHTH AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • December 28th, 2015 • Hotchkis & Wiley Funds /De/

THIS EIGHTH AMENDMENT dated as of the 17th day of November, 2015, 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, November 19, 2012 and May 14, 2014 (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 • December 28th, 2015 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT dated as of the 17th day of November, 2015, 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, November 19, 2012 and May 14, 2014 (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 & WILEY FUNDS AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 28th, 2015 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT dated as of the 17th day of November, 2015, 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, November 19, and May 14, 2014 (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 & WILEY FUNDS AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 28th, 2015 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT dated as of the 20th day of August, 2015, 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 AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 28th, 2015 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT dated as of the 17th day of November, 2015, 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").

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