0001104659-07-065925 Sample Contracts

HOTCHKIS AND WILEY FUNDS AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 29th, 2007 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT is made as of January 1, 2007, by and between HOTCHKIS AND WILEY FUNDS, a Delaware statutory trust (the “Trust”), on behalf of the Hotchkis and Wiley Large Cap Value Fund (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 NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 29th, 2007 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT is made as of January 1, 2007, by and between HOTCHKIS AND WILEY FUNDS, a Delaware statutory trust (the “Trust”), on behalf of the Hotchkis and Wiley Core Value Fund (the “Fund”), and HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Advisor”).

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • August 29th, 2007 • Hotchkis & Wiley Funds /De/ • Delaware

This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between Hotchkis and Wiley Funds, a Delaware statutory trust (the “Trust”), and the trustee of the Trust whose name is set forth on the signature page (the “Trustee”).

HOTCHKIS AND WILEY FUNDS AMENDMENT TO OPERATING EXPENSE LIMITATION AGREEMENT
Operating Expense Limitation Agreement • August 29th, 2007 • Hotchkis & Wiley Funds /De/

THIS AMENDMENT TO OPERATING EXPENSE LIMITATION AGREEMENT (“Amendment”), effective as of May 16, 2007, is entered into by and between Hotchkis and Wiley Capital Management, LLC, as investment advisor (“Advisor”), and the Hotchkis and Wiley Funds (the “Funds”).

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