HOTCHKIS AND WILEY FUNDS

ADDENDUM TO

OPERATING EXPENSE LIMITATION AGREEMENT

THIS ADDENDUM TO EXPENSE CAP AGREEMENT (“Addendum”), effective as of February 5, 2009, 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 High Yield Fund (the “High Yield Fund”).

WHEREAS, pursuant to an Operating Expense Limitation Agreement dated July 24, 2004, as amended (the “Agreement”), the Advisor has agreed with the Funds to limit the annual operating expenses of the Hotchkis and Wiley Large Cap Value Fund, Hotchkis and Wiley Mid-Cap Value Fund, Hotchkis and Wiley Small Cap Value Fund and Hotchkis and Wiley All Cap Value Fund through October 31, 2009; and

WHEREAS, the Advisor and the Funds desire to add the High Yield Fund to the Agreement; and

WHEREAS, shareholders of the High Yield Fund will benefit from any expense limits agreed to by the Advisor;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements in this Addendum, the parties, intending to be legally bound, hereby agree as follows:

A.   Addition of the High Yield Fund.  The Advisor agrees to limit the annual operating expenses of the High Yield Fund as set forth below through March 31, 2010 and thereafter may change any of them only upon 30 days’ prior notice to the Fund’s shareholders.

Expense Limit  (as a percentage of average net assets)
Class I	Class A	Class C
0.70%	0.95%	1.70%

B.   Confirmation of Agreement.  Except as expressly provided in this Addendum, the Agreement shall remain in full force and effect and is hereby ratified and confirmed.

IN WITNESS WHEREOF, the parties have executed this Addendum effective as of the date first above written.

Hotchkis and Wiley Capital Management, LLC     /s/ Anna Marie Lopez         Anna Marie Lopez Chief Operating Officer Hotchkis and Wiley Funds     /s/ Anna Marie Lopez          Anna Marie Lopez President