HOTCHKIS & WILEY FUNDS

FIRST AMENDMENT TO THE
DISTRIBUTION AGREEMENT

THIS FIRST AMENDMENT dated as of the 12th day of December, 2023, to the Distribution Agreement, dated as of September 30, 2021, (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 to add the HW Opportunities MP Fund; 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NOW, THEREFORE, the parties agree that Amended Exhibit A of the Agreement is superseded and replaced with Amended Exhibit A attached hereto.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.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

HOTCHKIS & WILEY FUNDS

By:/s/ Anna Marie Lopez    

Printed Name: Anna Marie Lopez

Title: President

HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC

By:/s/ Anna Marie Lopez    

Printed Name: Anna Marie Lopez

Title: Chief Operating Officer

QUASAR DISTRIBUTORS, LLC

By:/s/ Teresa Cowan    

Printed Name: Teresa Cowan

Title: President

Amended Exhibit A to the Distribution Agreement – Hotchkis and Wiley Funds

Fund Names

Separate Series of HOTCHKIS & WILEY FUNDS

Name of Series

Hotchkis & Wiley Value Opportunities Fund 

Hotchkis & Wiley Diversified Value Fund 

Hotchkis & Wiley Large Cap Value Fund 

Hotchkis & Wiley Mid-Cap Value Fund 

Hotchkis &Wiley Small Cap Value Fund   

Hotchkis & Wiley High Yield Fund

Hotchkis & Wiley Global Value Fund 

Hotchkis & Wiley Small Cap Diversified Value Fund

Hotchkis & Wiley International Value Fund

Hotchkis & Wiley International Small Cap Diversified Value Fund

HW Opportunities MP Fund