HOTCHKIS & WILEY FUNDS SIXTH AMENDMENT TO THE DISTRIBUTION AGREEMENT

THIS SIXTH AMENDMENT dated as of the 19th day of November, 2012, to the Distribution Agreement, dated as of February 18, 2005, as amended August 15, 2005, February 6, 2006, January l, 2008, February 5, 2009, and November 17, 2010 (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NOW, THEREFORE, the parties agree that Exhibit A of the Agreement is superseded and replaced with Amended Exhibit A attached hereto.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 Sixth Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

HOTCKIS & WILEY FUNDS

By: /s/ Anna Marie Lopez

Printed Name: Anna Marie Lopez Title: President

QUASAR DISTRIBUTORS, LLC

By:/s/ James R. Schoenike

Printed Name: James R. Schoenike

Title: President

HOTCHKIS & WILEY CAPITAL MANAGEMENT, LLC

By:/s/ Anna Marie Lopez

Printed Name: Anna Marie Lopez

Title: Chief Operating Officer

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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 Oppmtunities 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			on or after 12-31-2012

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