HOTCHKIS & WILEY FUNDS SEVENTH AMENDMENT TO THE DISTRIBUTION AGREEMENT
HOTCHKIS & WILEY FUNDS
SEVENTH AMENDMENT TO THE
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").
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Funds of the Agreement; and
WHEREAS, Section 10.B of the Agreement allows for its amendment by a written instrument executed by the parties.
NOW, THEREFORE, the parties agree that Amended Exhibit A of the Agreement is superseded and replaced with Amended Exhibit A attached hereto.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| HOTCHKIS AND WILEY FUNDS | QUASAR DISTRIBUTORS, LLC |
| By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ | By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
| Printed Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ | Printed Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
| Title: President | Title: President |
| HOTCHKIS & WILEY CAPITAL MANAGEMENT, LLC | |
| By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ | |
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Printed Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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Title: Chief Operating Officer
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5/2014
1
Amended Exhibit A to the Distribution Agreement – Hotchkis and Wiley Funds
Fund Names
Separate Series of HOTCHKIS & WILEY FUNDS
| Name of Series | Date Added |
| Hotchkis & Wiley Value Opportunities Fund | 12-31-2002 |
| Hotchkis & Wiley Diversified Value Fund | 08-24-2004 |
| Hotchkis & Wiley Large Cap Value Fund | 10-19-2001 |
| Hotchkis & Wiley Mid-Cap Value Fund | 10-19-2001 |
| Hotchkis & Wiley Small Cap Value Fund | 10-19-2001 |
| Hotchkis & Wiley High Yield Fund | 03-31-2009 |
| Hotchkis & Wiley Capital Income Fund | 12-31-2010 |
| Hotchkis & Wiley Global Value Fund | 12-31-2012 |
| Hotchkis & Wiley Small Cap Diversified Value Fund | on or after 06-30-2014 |
| 5/2014 | 2 |