TRANSFER AGENT SERVICING AGREEMENT

TRANSFER AGENT SERVICING AGREEMENT

THIS AGREEMENT is made and entered into as of the last day written on the signature

page by and between HOTCHKIS & WILEY FUNDS, a Delaware statutory trust (the “Trust”)

and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND

SERVICES, a Wisconsin limited liability company (“Fund Services”).

WHEREAS, the Trust is a series trust that consists of multiple series, and is currently

comprised of the series listed on Exhibit A attached hereto (each a “Fund” or an “ETF Series”).

Each Fund issues shares of beneficial interest (“Shares”) for each ETF Series. The Shares shall

be created and redeemed in bundles called “Creation Units.” The Trust, on behalf of the ETF

Series, shall create and redeem Shares of each ETF Series only in Creation Units principally in

kind or in cash for portfolio securities of the particular ETF Series (“Deposit Securities”), as

more fully described in the current prospectus and statement of additional information of a Fund,

included in the Trust’s registration statement on Form N-1A; and as authorized pursuant to Rule

6c-11 under the Investment Company Act of 1940 (“1940 Act”). Only brokers or dealers that

are “Authorized Participants” and that have entered into an Authorized Participant Agreement

with Quasar Distributors, LLC, the Fund’s Distributor (the “Distributor”), acting on behalf of the

Trust, shall be authorized to create and redeem Shares in Creation Units from the Trust. The

Trust wishes to engage Fund Services to perform certain services on behalf of the Trust with

respect to the creation and redemption of Shares, as the Trust’s agent, namely to provide transfer

agent services for Shares of each ETF Series; and to act as Index Receipt Agent (as such term is

defined in the rules of the National Securities Clearing Corporation (“NSCC”)) with respect to

the settlement of trade orders with Authorized Participants. The Trust has engaged U.S. Bank,

National Association (the “Custodian”) to provide custody services under the terms of a Custody

Agreement, as supplemented hereby, for the settlement of Creation Units against Deposit

Securities and/or cash that shall be delivered by Authorized Participants in exchange for Shares

and the redemption of Shares in Creation Unit size against the delivery of Redemption Securities

and/or cash of each ETF Series.

WHEREAS, the Trust is registered as an open-end management investment company

under the 1940 Act and

WHEREAS, the Trust will ordinarily issue for purchase and redeem Shares only in

aggregations of Shares known as Creation Units (at least 25,000 Shares) principally in kind or in

cash;

WHEREAS, The Depository Trust Company, a limited purpose trust company organized

under the laws of the State of New York (“DTC”), or its nominee Cede & Company, will be the

registered owner (the “Shareholder”) of all Shares; and

WHEREAS, the Trust desires to retain Fund Services as its transfer agent, dividend

disbursing agent, and agent in connection with certain other activities to each Fund listed on

Exhibit A attached hereto (as amended from time to time).

NOW, THEREFORE, in consideration of the promises and mutual covenants herein

contained, and other good and valuable consideration, the receipt of which is hereby

acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

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1.Appointment of Fund Services as Transfer Agent

The Trust hereby appoints Fund Services as transfer agent of the Trust on the terms and

conditions set forth in this Agreement, and Fund Services hereby accepts such

appointment and agrees to perform the services and duties set forth in this Agreement.

The services and duties of Fund Services shall be confined to those matters expressly set

forth herein, and no implied duties are assumed by or may be asserted against Fund

Services hereunder.

▇.▇▇▇▇▇▇▇▇ and Duties of Fund Services

(I)Fund Services shall provide the following transfer agent and dividend disbursing

agent services to the Trust with respect to each Fund:

A.Facilitate purchases and redemption of Creation Units;

B.Prepare and transmit by means of DTC’s book-entry system payments for

dividends and distributions on or with respect to the Shares declared by the Trust

on behalf of the applicable Fund;

C.Maintain the record of the name and address of the Shareholder and the number of

Shares issued by the Trust and held by the Shareholder;

D.Record the issuance of Shares of the Trust and maintain a record of the total

number of Shares of the Trust which are outstanding, and, based upon data

provided to it by the Trust, the total number of authorized Shares. Fund Services

shall have no obligation, when recording the issuance of Shares, to monitor the

issuance of such Shares.

E.Prepare and transmit to the Trust and the Trust’s administrator and/or sub-

administrator and to any applicable securities exchange (as specified to Fund

Services by the Trust) information with respect to purchases and redemptions of

Shares;

F.On days that the Trust may accept orders for purchases or redemptions, calculate

and transmit to Fund Services and the Trust the number of outstanding Shares;

G.On days that the Trust may accept orders for purchases or redemptions (pursuant

to the Authorized Participant Agreement), transmit to Fund Services, the Trust

and DTC the amount of Shares purchased on such day;

H.Confirm to DTC the number of Shares issued to the Shareholder, as DTC may

reasonably request;

I.Prepare and deliver other reports, information and documents to DTC as DTC

may reasonably request;

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J.Extend the voting rights to the Shareholder for extension by DTC to DTC

participants and the beneficial owners of Shares in accordance with policies and

procedures of DTC for book-entry only securities;

K.Maintain those books and records of the Trust specified by the Trust and agreed

upon by Fund Services;

L.Prepare a monthly report of all purchases and redemptions of Shares during such

month on a gross transaction basis, and identify on a daily basis the net number of

Shares either redeemed or purchased on such business day and with respect to

each Authorized Participant purchasing or redeeming Shares, the amount of

Shares purchased or redeemed;

M.Receive from the Distributor or from its agent purchase orders from Authorized

Participants (as defined in the Authorized Participant Agreement) for Creation

Unit Aggregations of Shares received in good form and accepted by or on behalf

of the Trust by the Distributor, transmit appropriate trade instructions to the

NSCC, if applicable, and pursuant to such orders issue the appropriate number of

Shares of the Trust and hold such Shares in the account of the Shareholder for

each of the respective Funds;

N.Receive from the Authorized Participants redemption requests, deliver the

appropriate documentation thereof to the Trust’s custodian, generate and transmit

or cause to be generated and transmitted confirmation of receipt of such

redemption requests to the Authorized Participants submitting the same; transmit

appropriate trade instructions to the NSCC, if applicable, and redeem the

appropriate number of Creation Unit Aggregations of Shares held in the account

of the Shareholder for each of the respective Funds; and

O.Confirm the name, U.S. taxpayer identification number and principal place of

business of each Authorized Participant.

In addition to the services set forth above, Fund Services shall: perform the customary

services of a transfer agent and dividend disbursing agent including, but not limited to,

maintaining the account of the Shareholder; and obtaining at the request of the Trust from the

Shareholder a list of DTC participants holding interests in the Global Certificate.

Fund Services shall keep records relating to the services to be performed hereunder, in

the form and manner required by applicable laws, rules, and regulations under the 1940 Act and

to the extent required by Section 31 of the 1940 Act and the rules thereunder (the “Rules”), all

such books and records shall be the property of the Trust, will be preserved, maintained and

made available in accordance with such Section and Rules, and will be surrendered promptly to

the Trust on and in accordance with its request.

3.Lost Shareholder Due Diligence Searches and Servicing

The Trust hereby acknowledges that Fund Services has an arrangement with an outside

vendor to conduct lost shareholder searches required by Rule 17Ad-17 under the

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Securities Exchange Act of 1934, as amended. Costs associated with such searches will

be passed through to the Trust as a miscellaneous expense in accordance with the fee

schedule set forth in Exhibit B hereto. If a shareholder remains lost and the shareholder’s

account unresolved after completion of the mandatory Rule 17Ad-17 search, the Trust

▇▇▇▇▇▇ authorizes Fund Services to conduct a more in-depth search in order to locate the

lost shareholder before the shareholder’s assets escheat to the applicable state, to enter

into agreements with vendors to conduct such additional searches, and to charge the costs

of such additional searches to the account of the lost shareholder.

4.Anti-Money Laundering and Red Flag Identity Theft Prevention Programs

The Trust acknowledges that it had an opportunity to review and consider the written

procedures provided by Fund Services describing various processes used by Fund

Services which are designed to promote the detection and reporting of potential money

laundering activity and identity theft by monitoring certain aspects of shareholder activity

as well as written procedures for verifying a customer’s identity (collectively, the

“Procedures”). Further, the Trust has determined that the Procedures, as part of the

Trust’s overall anti-money laundering program and identity theft prevention program

responsibilities, are reasonably designed to help: (i) prevent the Trust from being used for

money laundering or the financing of terrorist activities; (ii) prevent identity theft; and

(iii) achieve compliance with the applicable provisions of the Bank Secrecy Act, the USA

Patriot Act of 2001, the Fair and Accurate Credit Transactions Act of 2003, and the

implementing regulations thereunder (together “AML Rules”).

Based on this determination, the Trust hereby instructs and directs Fund Services to

implement the Procedures, as applicable, on the Trust’s behalf, as such may be amended

from time to time. It is contemplated that these Procedures will be amended from time to

time by Fund Services and any such amended Procedures will be provided to the Trust.

Should the Trust desire that Fund Services perform services not provided for in the

Procedures, such additional services and the associated cost must be specifically detailed

in the attached fee schedule.

The Trust acknowledges and agrees that although it is directing Fund Services to

implement the Procedures on its behalf, Fund Services is implementing the Procedures as

a service provider to the Trust and the Trust is and remains ultimately responsible for

complying with all applicable laws, rules, and regulations with respect to anti-money

laundering, customer identification, identity theft prevention, economic sanctions, and

terrorist financing, whether under the AML Rules, or otherwise, such as, the

establishment and board adoption of its own formal anti-money laundering program and

the designation of its own anti-money laundering officer, as applicable.

The Trust further acknowledges and agrees that certain portions of the Procedures are

applicable to certain products, entities, structures, or geographies and, accordingly,

certain portions of the Procedures may not be implemented with respect to the Trust. The

Trust has had the opportunity to discuss the Procedures with Fund Services, and the Trust

understands and agrees which portions of the Procedures may not be implemented on

behalf of the Trust. Without limitation of the foregoing, Fund Services shall not be

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responsible for providing anti-money laundering or customer identification services with

respect to certain intermediary or dealer-controlled customer accounts (i.e., level 0 sub-

accounts through the Fund/SERV system operated by the National Securities Clearing

Corporation) and other fund client relationships where there is a sub-transfer agency or

similar arrangement between the Trust and the intermediary.

The Trust hereby directs, and Fund Services acknowledges, that Fund Services shall (i)

permit federal regulators access to such information and records maintained by Fund

Services and relating to Fund Services’ implementation of the Procedures, on behalf of

the Trust, as they may request, and (ii) permit such federal regulators to inspect Fund

Services’ implementation of the Procedures on behalf of the Trust.

5.Compensation

Fund Services shall be compensated for providing the services set forth in this Agreement

in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time

to time). Fund Services shall also be reimbursed for such miscellaneous expenses set

forth in Exhibit B as are reasonably incurred by Fund Services in performing its duties

hereunder. The Trust shall pay all such fees and reimbursable expenses within 30

calendar days following receipt of the billing notice, except for any fee or expense

subject to a good faith dispute. The Trust shall notify Fund Services in writing within 30

calendar days following receipt of each invoice if the Trust is disputing any amounts in

good faith. The Trust shall pay such disputed amounts within 10 calendar days of the day

on which the parties agree to the amount to be paid. With the exception of any fee or

expense the Trust is disputing in good faith as set forth above, unpaid invoices shall

accrue a finance charge of 1½% per month after the due date. Notwithstanding anything

to the contrary, amounts owed by the Trust to Fund Services shall only be paid out of

assets and property of the particular Fund involved.

6.Representations and Warranties

A.The Trust hereby represents and warrants to Fund Services, which representations

and warranties shall be deemed to be continuing throughout the term of this

Agreement, that:

(1)It is duly organized and existing under the laws of the jurisdiction of its

organization, with full power to carry on its business as now conducted, to

enter into this Agreement and to perform its obligations hereunder;

(2)This Agreement has been duly authorized, executed and delivered by the

Trust in accordance with all requisite action and constitutes a valid and

legally binding obligation of the Trust, enforceable in accordance with its

terms, subject to bankruptcy, insolvency, reorganization, moratorium and

other laws of general application affecting the rights and remedies of

creditors and secured parties;

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(3)It is conducting its business in compliance in all material respects with all

applicable laws and regulations, both state and federal, and has obtained

all regulatory approvals necessary to carry on its business as now

conducted; there is no statute, rule, regulation, order or judgment binding

on it and no provision of its charter, bylaws or any contract binding it or

affecting its property which would prohibit its execution or performance

of this Agreement;

(4)A registration statement under the 1940 Act and, if applicable, the

Securities Act of 1933, as amended, will be made effective prior to the

effective date of this Agreement and will remain effective during the term

of this Agreement, and appropriate state securities law filings will be made

prior to the effective date of this Agreement and will continue to be made

during the term of this Agreement as necessary to enable the Trust to

make a continuous public offering of its shares;

(5)All records of the Trust (including, without limitation, all shareholder and

account records) provided to Fund Services by the Trust or by a prior

transfer agent of the Trust are accurate and complete and Fund Services is

entitled to rely on all such records in the form provided; and

(6)The Trust has a reasonable belief that it knows the true identity of all

shareholders of the Trust as of the date of this Agreement including, to the

extent applicable, the beneficial owners of such shareholders, and Fund

Services is entitled to rely on such identification by the Trust.

▇.▇▇▇▇ Services hereby represents and warrants to the Trust, which representations

and warranties shall be deemed to be continuing throughout the term of this

Agreement, that:

(1)It is duly organized and existing under the laws of the jurisdiction of its

organization, with full power to carry on its business as now conducted, to

enter into this Agreement and to perform its obligations hereunder;

(2)This Agreement has been duly authorized, executed and delivered by Fund

Services in accordance with all requisite action and constitutes a valid and

legally binding obligation of Fund Services, enforceable in accordance

with its terms, subject to bankruptcy, insolvency, reorganization,

moratorium and other laws of general application affecting the rights and

remedies of creditors and secured parties;

(3)It is conducting its business in compliance in all material respects with all

applicable laws and regulations, both state and federal, and has obtained

all regulatory approvals necessary to carry on its business as now

conducted; there is no statute, rule, regulation, order or judgment binding

on it and no provision of its charter, bylaws or any contract binding it or

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affecting its property which would prohibit its execution or performance

of this Agreement; and

(4)It is a registered transfer agent under the Exchange Act.

7.Standard of Care; Indemnification; Limitation of Liability

▇.▇▇▇▇ Services shall exercise reasonable care in the performance of its duties

under this Agreement. Neither Fund Services nor any of its affiliates or suppliers

shall be liable for any error of judgment; mistake of law; fraud or misconduct by

the Trust, any Fund, the adviser or any other service provider to the Trust or a

Fund, or any employee of the foregoing; or for any loss suffered by the Trust, a

Fund, or any third party in connection with Fund Services’ duties under this

Agreement, including losses resulting from mechanical breakdowns or the failure

of communication or power supplies beyond Fund Services’ reasonable control,

except a loss arising out of or relating to Fund Services’ refusal or failure to

comply with the terms of this Agreement (other than where such compliance

would violate applicable law) or from its bad faith, gross negligence, or willful

misconduct in the performance of its duties under this Agreement.

Notwithstanding any other provision of this Agreement, if Fund Services has

exercised reasonable care in the performance of its duties under this Agreement,

the Trust shall indemnify and hold harmless Fund Services and its affiliates and

suppliers from and against any and all claims, demands, losses, expenses, and

liabilities of any and every nature (including reasonable attorneys' fees) that Fund

Services or its affiliates and suppliers may sustain or incur or that may be asserted

against Fund Services or its affiliates and suppliers by any person arising out of

any action taken or omitted to be taken by it in performing the services hereunder

(i) in accordance with the foregoing standards, or (ii) in reliance upon any written

or oral instruction provided to Fund Services by any duly authorized officer of the

Trust, except for any and all claims, demands, losses, expenses, and liabilities

arising out of or relating to Fund Services’ refusal or failure to comply with the

terms of this Agreement (other than where such compliance would violate

applicable law) or from its bad faith, gross negligence or willful misconduct in the

performance of its duties under this Agreement. This indemnity shall be a

continuing obligation of the Trust, its successors and assigns, notwithstanding the

termination of this Agreement. As used in this paragraph, the term “Fund

Services” shall include Fund Services’ directors, officers and employees.

Fund Services shall indemnify and hold the Trust harmless from and against any

and all claims, demands, losses, expenses, and liabilities of any and every nature

(including reasonable attorneys' fees) that the Trust may sustain or incur or that

may be asserted against the Trust by any person arising out of any action taken or

omitted to be taken by Fund Services as a result of Fund Services’ refusal or

failure to comply with the terms of this Agreement, or from Fund Services’ bad

faith, gross negligence, or willful misconduct in the performance of its duties

under this Agreement. This indemnity shall be a continuing obligation of Fund

Services, its successors and assigns, notwithstanding the termination of this

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Agreement. As used in this paragraph, the term “Trust” shall include the Trust’s

trustees, officers and employees.

In no case shall either party be liable to the other for (i) any special, indirect or

consequential damages, loss of profits or goodwill (even if advised of the

possibility of such); or (ii) any delay by reason of circumstances beyond its

control, including acts of civil or military authority, national emergencies, labor

difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God,

insurrection, war, riots, or failure beyond its control of transportation or power

supply.

In the event of a mechanical breakdown or failure of communication or power

supplies beyond its reasonable control, Fund Services shall take all reasonable

steps to minimize service interruptions for any period that such interruption

continues. Fund Services will make every reasonable effort to restore any lost or

damaged data and correct any errors resulting from such a breakdown at the

expense of Fund Services. Fund Services agrees that it shall, at all times, have

reasonable business continuity and disaster contingency plans with appropriate

parties, making reasonable provision for emergency use of electrical data

processing equipment to the extent appropriate equipment is available.

Representatives of the Trust shall be entitled to inspect Fund Services’ premises

and operating capabilities at any time during regular business hours of Fund

Services, upon reasonable notice to Fund Services. Moreover, Fund Services

shall provide the Trust, at such times as the Trust may reasonably require, copies

of reports rendered by independent accountants on the internal controls and

procedures of Fund Services relating to the services provided by Fund Services

under this Agreement.

Notwithstanding the above, Fund Services reserves the right to reprocess and

correct administrative errors at its own expense.

▇.▇▇ order that the indemnification provisions contained in this Section 7 shall

apply, it is understood that if in any case the indemnitor may be asked to

indemnify or hold the indemnitee harmless, the indemnitor shall be fully and

promptly advised of all pertinent facts concerning the situation in question, and it

is further understood that the indemnitee will use all reasonable care to notify the

indemnitor promptly concerning any situation that presents or appears likely to

present the probability of a claim for indemnification. The indemnitor shall have

the option to defend the indemnitee against any claim that may be the subject of

this indemnification. In the event that the indemnitor so elects, it will so notify

the indemnitee and thereupon the indemnitor shall take over complete defense of

the claim, and the indemnitee shall in such situation initiate no further legal or

other expenses for which it shall seek indemnification under this Section 7. The

indemnitee shall in no case confess any claim or make any compromise in any

case in which the indemnitor will be asked to indemnify the indemnitee except

with the indemnitor’s prior written consent.

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C.The indemnity and defense provisions set forth in this Section 7 shall indefinitely

survive the termination and/or assignment of this Agreement.

D.If Fund Services is acting in another capacity for the Trust pursuant to a separate

agreement, nothing herein shall be deemed to relieve Fund Services of any of its

obligations in such other capacity.

▇.▇▇▇▇ Necessary to Perform Services

The Trust or its agent shall furnish to Fund Services the data necessary to perform the

services described herein at such times and in such form as mutually agreed upon.

9.Proprietary and Confidential Information

▇.▇▇▇▇ Services agrees on behalf of itself and its directors, officers, and employees

to treat confidentially and as proprietary information of the Trust, all records and

other information relative to the Trust and prior, present, or potential shareholders

of the Trust (and clients of said shareholders), and not to use such records and

information for any purpose other than the performance of its responsibilities and

duties hereunder, except (i) after prior notification to and approval in writing by

the Trust, which approval shall not be unreasonably withheld and may not be

withheld where Fund Services may be exposed to civil or criminal contempt

proceedings for failure to comply, (ii) when requested to divulge such information

by duly constituted authorities, or (iii) when so requested by the Trust. Records

and other information which have become known to the public through no

wrongful act of Fund Services or any of its employees, agents or representatives,

and information that was already in the possession of Fund Services prior to

receipt thereof from the Trust or its agent, shall not be subject to this paragraph.

Further, Fund Services will adhere to the privacy policies adopted by the Trust

pursuant to Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from

time to time. In this regard, Fund Services shall have in place and maintain

physical, electronic and procedural safeguards reasonably designed to protect the

security, confidentiality and integrity of, and to prevent unauthorized access to or

use of, records and information relating to the Trust and its shareholders.

B.The Trust agrees on behalf of itself and its trustees, officers, and employees to

treat confidentially and as proprietary information of Fund Services, all non-

public information relative to Fund Services (including, without limitation,

information regarding Fund Services’ pricing, products, services, customers,

suppliers, financial statements, processes, know-how, trade secrets, market

opportunities, past, present or future research, development or business plans,

affairs, operations, systems, computer software in source code and object code

form, documentation, techniques, procedures, designs, drawings, specifications,

schematics, processes and/or intellectual property), and not to use such

information for any purpose other than in connection with the services provided

under this Agreement, except (i) after prior notification to and approval in writing

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by Fund Services, which approval shall not be unreasonably withheld and may

not be withheld where the Trust may be exposed to civil or criminal contempt

proceedings for failure to comply, (ii) when requested to divulge such information

by duly constituted authorities, or (iii) when so requested by Fund Services.

Information which has become known to the public through no wrongful act of

the Trust or any of its employees, agents or representatives, and information that

was already in the possession of the Trust prior to receipt thereof from Fund

Services, shall not be subject to this paragraph.

C.Notwithstanding anything herein to the contrary, (i) the Trust shall be permitted to

disclose the identity of Fund Services as a service provider, redacted copies of this

Agreement, and such other information as may be required in the Trust’s

registration or offering documents, or as may otherwise be required by applicable

law, rule, or regulation, and (ii) Fund Services shall be permitted to include the

name of the Trust in lists of representative clients in due diligence questionnaires,

RFP responses, presentations, and other marketing and promotional purposes.

10.Records

Fund Services shall keep records relating to the services to be performed hereunder in the

form and manner, and for such period, as it may deem advisable and is agreeable to the

Trust, but not inconsistent with the rules and regulations of appropriate government

authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. Fund

Services agrees that all such records prepared or maintained by Fund Services relating to

the services to be performed by Fund Services hereunder are the property of the Trust and

will be preserved, maintained, and made available in accordance with such applicable

sections and rules of the 1940 Act and will be promptly surrendered to the Trust or its

designee on and in accordance with its request. Notwithstanding the foregoing, Fund

Services may retain such copies of such records in such form as may be required to

comply with any applicable law, rule, regulation, or order of any governmental,

regulatory, or judicial authority of competent jurisdiction.

11.Compliance with Laws

A.The Trust has and retains primary responsibility for all compliance matters

relating to the Trust, including but not limited to compliance with the 1940 Act,

the Internal Revenue Code of 1986, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the USA

PATRIOT Act of 2001 and the policies and limitations of the Trust relating to its

portfolio investments as set forth in its Prospectus and statement of additional

information. Fund Services’ duties hereunder shall not relieve the Trust of its

responsibilities for assuring such compliance or the Board of Trustee’s oversight

responsibility with respect thereto. Further, the Trust agrees that, to the best of its

knowledge, it complies with any and all applicable local, state, federal, and

international data protection laws, and confirms necessary and appropriate

consents, disclosures and notices are in place to enable collection and processing

of personal data by Fund Services. Fund Services’ functions hereunder shall not

relieve the Trust of its responsibility for assuring such compliance.

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B.The Trust shall promptly notify Fund Services if the investment strategy of any

Fund materially changes or deviates from the investment strategy disclosed in the

current Prospectus, or if it (or any Fund) becomes subject to any new law, rule,

regulation, or order of a governmental or judicial authority of competent

jurisdiction that materially impacts the operations of the Trust or any Fund or the

services provided under this Agreement.

C.If, and to the extent that, the General Data Protection Regulation (EU) 2016/679,

as amended (“GDPR”) or the Cayman Islands Data Protection Law, 2017, as

amended (“DPL”), are applicable to Fund Services and the Trust the following

provisions shall apply:

(1)The parties agree Fund Services is a “Data Processor” under GDPR and

DPL, as applicable, in the performance of its services under this

Agreement. Notwithstanding the foregoing, the parties agree Fund

Services is a “Data Controller” under GDPR and DPL, as applicable,

solely for the purpose of fulfilling its own pre-contractual AML/KYC new

fund client onboarding obligations. In either case, the Trust shall ensure

that all necessary and appropriate consents, disclosures and notices,

including data subject consents, are in place to enable the processing of

“Personal Data” (as defined by GDPR and DPL) by Fund Services, the

transfer of Personal Data to Fund Services, and the transfer of Personal

Data by Fund Services to third countries or regulatory organizations.

(2)The parties further agree the Trust is a “Data Controller” under GDPR and

DPL, as applicable. The Trust, either alone or jointly with others,

determines or controls the content, use, purpose and means of processing

the Personal Data.

(3)Fund Services shall process the Personal Data: (i) in accordance with

instructions of the Trust pursuant to this Agreement and any authorized

persons list executed pursuant thereto, for the purpose of discharging Fund

Services’ obligations under the Agreement; and (ii) when required by law

or regulation, or required or requested by any court or regulator (each a

“Processing Order”) to which Fund Services is subject. In the event Fund

Services receives a request to process Personal Data pursuant to any

Processing Order, it shall, to the extent legally permissible and reasonably

practicable under the circumstances, notify the Trust prior to processing.

(4)The Trust is solely responsible for developing and implementing its

internal policies and procedures with respect to GDPR and DPL.

(5)Fund Services shall:

i.ensure that persons handling Personal Data on its behalf are subject to

confidentiality obligations similar to those contained in this

Agreement;

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ii.implement appropriate technical and organizational measures to

protect Personal Data including against unauthorized or unlawful

processing and against accidental loss, damage or destruction;

iii.only appoint sub-processors with the prior written consent of the Trust

(standing instructions or general written authorization are sufficient),

and only if the sub-processors provide sufficient guarantees in writing

to Fund Services that they have implemented appropriate technical and

organizational measures in such a manner that processing will comply

with GDPR and DPL, as applicable1;

iv.beyond the initial appointment, inform the Trust of any intended

material changes concerning the addition or replacement of sub-

processors, thereby giving the Trust the opportunity to object;

v.taking into account the nature of the processing, reasonably assist the

Trust by appropriate technical and organizational measures, insofar as

possible, to enable the Trust to comply with its obligation to respond

to requests for exercising a data subject’s rights under GDPR or DPL;

vi.provide reasonable assistance to the Trust in ensuring their compliance

with obligations regarding Personal Data breaches, data protection

impact assessments and prior consultation subject to the nature of the

processing and the information reasonably available to Fund Services,

and inform the Trust of Personal Data breaches without undue delay;

▇▇▇.▇▇ the written direction of the Trust, delete or return all Personal Data

to the Trust after the end of the provision of services under this

Agreement relating to processing, and delete existing copies of

Personal Data unless applicable law or internal data retention or

backup procedures require the storage of such Personal Data; and

viii.make available to the Trust all information reasonably necessary to

demonstrate compliance with GDPR or DPL, as applicable, and allow

for and reasonably cooperate with audits, including inspections,

conducted by the Trust or its auditor; and immediately inform the

Trust if, in its opinion, the Trust’s instructions regarding this

subsection infringes on GDPR or DPL.

(6)Each party shall comply with any other applicable law or regulation which

implements GDPR and DPL in relation to the Personal Data. Nothing in

this Agreement shall be construed as preventing either party from taking

such other steps as are necessary to comply with GDPR, DPL or any other

applicable data protection laws.

1 For the avoidance of doubt, Fund Services’ affiliates and third party software providers will be used as sub-

processors under this Agreement, and the Trust hereby authorizes such use.

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12.Duties in the Event of Termination

In the event that, in connection with termination, a successor to any of Fund Services’

duties or responsibilities hereunder is designated by the Trust by written notice to Fund

Services, Fund Services will promptly, upon such termination and at the expense of the

Trust, transfer to such successor all relevant books, records, correspondence, and other

data established or maintained by Fund Services under this Agreement in a form

reasonably acceptable to the Trust (if such form differs from the form in which Fund

Services has maintained the same, the Trust shall pay any expenses associated with

transferring the data to such form), and will cooperate in the transfer of such duties and

responsibilities, including provision for assistance from Fund Services’ personnel in the

establishment of books, records, and other data by such successor.If no such successor

is designated, then such books, records and other data shall be returned to the Trust. The

Trust shall also pay any fees associated with record retention and/or tax reporting

obligations that Fund Services is obligated under applicable law, regulation, or rule to

continue following the termination.

13.Term of Agreement; Amendment

A.This Agreement shall become effective as of the last date written on the signature

page and will continue in effect for a period of three (3) years. Following the

initial term, this Agreement shall automatically renew for successive one (1) year

terms unless either party provides written notice at least 90 days prior to the end

of the then current term that it will not be renewing this Agreement.

B.Subject to Section 14, this Agreement may be terminated by either party (in whole

or with respect to one or more Funds) upon giving 90 days’ prior written notice to

the other party or such shorter notice period as is mutually agreed upon by the

parties.

▇.▇▇▇▇ Services may terminate this Agreement immediately (in whole or with

respect to one or more Funds) if the continued service of such Funds or the Trust

would cause Fund Services or any of its affiliates to be in violation of any

applicable law, rule, regulation, or order of any governmental, regulatory or

judicial authority of competent jurisdiction, or if the Funds or the Trust (or any

affiliate thereof) commits any act, or becomes involved in any situation or

occurrence, tending to bring itself into public disrepute, contempt, scandal, or

ridicule, or such that continued association with the Funds or the Trust would

reflect unfavorably upon Fund Services’ reputation, provided that in such event

Fund Services shall, to the extent it is legally permitted and able to do so, provide

reasonable assistance to transition such Funds or the Trust to a successor service

provider.

D.This Agreement may be terminated by any party upon the breach of the other

party of any material term of this Agreement if such breach is not cured within 15

days of notice of such breach to the breaching party.

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E.This Agreement may not be amended or modified in any manner except by

written agreement executed by Fund Services and the Trust, and authorized or

approved by the Trust’s Board of Trustees.

14.Early Termination

In the absence of any material breach of this Agreement, should the Trust elect to

terminate this Agreement (in whole or with respect to one or more Funds) prior to the end

of the then current term, the Trust agrees to pay the following fees with respect to each

Fund subject to the termination:

a.all monthly fees through the remaining term of this Agreement, including the

repayment of any negotiated discounts (provided that no such fees shall be

paid with respect to any Fund following the liquidation of such Fund);

b.all fees associated with converting services to successor service provider;

c.all fees associated with any record retention and/or tax reporting obligations

that may not be eliminated due to the conversion to a successor service

provider;

d.all miscellaneous costs associated with a-c above.

15.Assignment

This Agreement shall extend to and be binding upon the parties hereto and their

respective successors and assigns; provided, however, that this Agreement shall not be

assignable by the Trust without the written consent of Fund Services, or by Fund Services

without the written consent of the Trust accompanied by the authorization or approval of

the Trust’s Board of Trustees.

16.Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the

State of Delaware, without regard to conflicts of law principles. To the extent that the

applicable laws of the State of Delaware, or any of the provisions herein, conflict with the

applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be

construed in a manner inconsistent with the 1940 Act or any rule or order of the

Securities and Exchange Commission thereunder.

▇▇.▇▇ Agency Relationship

Nothing herein contained shall be deemed to authorize or empower either party to act as

agent for the other party to this Agreement, or to conduct business in the name, or for the

account, of the other party to this Agreement.

▇▇.▇▇▇▇▇▇▇▇ Not Exclusive

Nothing in this Agreement shall limit or restrict Fund Services from providing services to

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other parties that are similar or identical to some or all of the services provided hereunder.

19.Invalidity

Any provision of this Agreement which may be determined by competent authority to be

prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective

to the extent of such prohibition or unenforceability without invalidating the remaining

provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall

not invalidate or render unenforceable such provision in any other jurisdiction. In such

case, the parties shall in good faith modify or substitute such provision consistent with

the original intent of the parties.

20.Notices

Any notice required or permitted to be given by either party to the other shall be in

writing and shall be deemed to have been given on the date delivered personally or by

courier service, or three days after sent by registered or certified mail, postage prepaid,

return receipt requested, or on the date sent and confirmed received by facsimile

transmission to the other party’s address set forth below:

Notice to Fund Services shall be sent to:

U.S. Bank Global Fund Services, LLC

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Milwaukee, WI 53202

Attn: GFS Contracts

Email: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

Notice to the Fund shall be sent to:

Hotchkis & Wiley Funds

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

39th Floor

Los Angeles, CA 90017

Attn: President

Email: ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇

▇▇.▇▇ Third Party Rights

Nothing expressed or referred to in this Agreement will be construed to give any third

party (including, without limitation, shareholders of any Fund) any legal or equitable

right, remedy or claim under or with respect to this Agreement.

22.Multiple Originals

This Agreement may be executed on two or more counterparts, each of which when so

executed shall be deemed to be an original, but such counterparts shall together constitute

but one and the same instrument.

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23.Limitation of Liability

The Trust is Delaware statutory trust organized in series of which each Fund constitutes

one such series. Pursuant to the Agreement and Declaration of Trust of the Trust and

Section 3804(a) of the Delaware Statutory Trust Act, there is a limitation on liabilities of

each series such that (a) the debts, liabilities, obligations and expenses incurred,

contracted for or otherwise existing with respect to each Fund are enforceable against the

assets of such Fund only, and not against the assets of the Trust generally or the assets of

any other series thereof and (b) none of the debts, liabilities, obligations and expenses

incurred, contracted for or otherwise existing with respect to the Trust generally or any

other series thereof are enforceable against the assets of such Fund.

SIGNATURES ON NEXT PAGE

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed

by a duly authorized officer on one or more counterparts as of the date last written below.

HOTCHKIS & WILEY FUNDS

By: /s/▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇

Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇

Title: President

Date:  March 31, 2025

U.S. BANCORP FUND SERVICES, LLC

By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Name: ▇▇▇▇ ▇▇▇▇▇▇

Title: Sr. Vice President

Date: 3/13/25

18

Exhibit A

Transfer Agent Servicing Agreement

Separate Series of the Trust

Name of Series

Hotchkis & ▇▇▇▇▇ ▇▇▇▇ Cap Diversified Value Fund

19

Exhibit B

Fund Transfer Agent Servicing Agreement Fee Schedule

Base Fee for Transfer Agent & Account Services

Base Fee for ETF Services

Annual Fee per fund

ETF Order Management$– per fund

ETF Transfer Agency$– per order (Create or Redeem)

Basket Creation

Equities/Cash. – bps

International Securities/Derivatives . – bps

Fixed AP FeeTBD/fund Optional Services

ETF Stock Splits$–

ETF Liquidation$–

ETF Slippage Calculations$– /Fund/Year

Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior

to the end of the initial two-year period, Adviser will be responsible for the balance of the

minimum fees for the remainder of the initial two-year period.

Additional services not included herein shall be mutually agreed upon at the time of the

service being added. In addition to the fees described above, additional fees may be charged to

the extent that changes to applicable laws, rules or regulations require additional work or

expenses related to services provided.

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be

separately billed as incurred: Charges associated with accelerated effectiveness at DTCC,

Portfolio Composition File (PCF) management services, SWIFT processing, customized

reporting, third-party data provider costs, postage, stationary, programming, special reports,

proxies, insurance, ▇▇▇▇▇/XBRL filing, retention of records, federal and state regulatory filing

fees, liquidity classification fees, expenses related to and including travel to and from Board of

Trustee meetings, third party auditing and legal expenses, wash sales reporting

(GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel

related costs.

All annual fees described in this fee schedule (including appendices) are calculated pro rata and

billed monthly.

Chief Compliance Officer Support Fee

CCO support annual fee of $- per

fund complex This fee includes:

Access to the CCO Portal including business line Critical Procedures, Compliance

Controls, Reporting on Testing of Compliance Controls, Annual U.S. Bank Global

Fund Services CCO Review, SOC1 audits of business lines

Quarterly 38a-1 certifications to the CCO regarding any changes to critical policies,

20

procedures and controls and compliance events as required under Rule 38a-1 of the

Investment Company Act

Quarterly CCO teleconferences and other periodic events and webinars

CCO forums held periodically throughout the year in major cities

Annual client conference which includes CCO roundtable

discussions Note: the CCO Support team does NOT serve as the Fund

CCO

21

Exhibit C

Fund Transfer Agent Servicing Agreement

“As of” Processing Policy

Fund Services will reimburse each Fund for any Net Material Loss that may exist on the

Fund’s books and for which Fund Services is responsible, at the end of each calendar month.

“Net Material Loss” shall be defined as any remaining loss, after netting losses against any gains,

which impacts a Fund’s net asset value per share by at least ½ cent. Gains and losses will be

reflected on the Fund’s daily share sheet, and the Fund will be reimbursed for any net material

loss on a monthly basis. Fund Services will reset the “as of” ledger each calendar month so that

any losses which do not exceed the materiality threshold of ½ cent will not be carried forward to

the next succeeding month. Fund Services will notify the adviser to the Fund on the daily share

sheet of any losses for which the adviser may be held accountable.