ETF DISTRIBUTION AGREEMENT

This distribution agreement (the “Agreement”) is effective this 5th day of March, 2025, and

made by ▇▇▇▇▇▇▇▇ and Wiley Funds, a Delaware statutory trust (the “Trust”) having its

principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇

90017, and Quasar Distributors, LLC, a Delaware limited liability company (the

“Distributor”) having its principal place of business at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,

Portland, ME 04101.

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

organized under the Investment Company Act of 1940, as amended (the “1940 Act”) with

separate and distinct series (each series a “Fund” and collectively the “Funds) registered

with the United States Securities and Exchange Commission (the “SEC”) under the

Securities Act of 1933, as amended (the “1933 Act”);

WHEREAS, the Trust intends to create and redeem shares of beneficial interest (the

“Shares”) of each Fund on a continuous basis and list the Shares on one or more national

securities exchanges (together, the “Listing Exchanges”);

WHEREAS, the Distributor is registered with the SEC as a broker-dealer under the

Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member of the

Financial Industry Regulatory Authority, Inc. (“FINRA”);

WHEREAS, the Trust desires to retain the Distributor to (i) act as the principal underwriter

of the Funds with respect to the creation and redemption of Creation Units of each Fund,

and (ii) hold itself available to review and approve orders for such Creation Units in the

manner set forth in the Trust’s Prospectus; and

WHEREAS, the Distributor desires to provide the services described herein to the Trust

subject to the terms and conditions set forth below.

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

contained, the parties agree as follows:

1.Appointment. The Trust hereby appoints the Distributor to serve as the principal

underwriter of the Funds with respect to the creation and redemption of Creation Units of

each Fund listed in Exhibit A hereto (as may be amended by the Trust from time to time

on written notice to the Distributor) on the terms and for the period set forth in this

Agreement and subject to the registration requirements of the federal securities laws and

of the laws governing the sale of securities in the various states, and the Distributor hereby

accepts such appointment and agrees to act in such capacity hereunder.

2.Definitions. Wherever they are used herein, the following terms have the following

respective meanings:

(a)“Prospectus” means the Prospectus constituting part of the Registration

Statement of the Trust under the 1933 and the 1940 Act as such Prospectus may be

amended or supplemented and filed with the SEC from time to time;

(b)“Statement of Additional Information” means the Statement of Additional

Information constituting part of the Registration Statement of the Trust under the 1933 Act

and the 1940 Act as such Prospectus and Statement of Additional Information may be

amended or supplemented and filed with the SEC from time to time;

(c)“Registration Statement” means the registration statement most recently

filed from time to time by the Trust with the SEC and effective under the 1933 Act and the

1940 Act, as such registration statement is amended by any amendments thereto at the time

in effect;

(d)All other capitalized terms used but not defined in this Agreement shall have

the meanings ascribed to such terms in the Registration Statement and the Prospectus.

3.Duties of the Distributor

(a)The Distributor agrees to serve as the principal underwriter of the Funds in

connection with the review and approval of all purchase and redemption orders of Creation

Units of each Fund by Authorized Participants that have executed an Authorized

Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent.

Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index

Receipt Agent to accept Fund Securities, Deposit Securities, and related Cash Components

through or outside the Clearing Process, and as provided in and in accordance with the

Registration Statement and Prospectus. The Trust acknowledges that the Distributor shall

not be obligated to approve any certain number of orders for Creation Units.

(b)The Distributor agrees to use commercially reasonable efforts to provide

the following services to the Trust with respect to the continuous distribution of Creation

Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into

Authorized Participant Agreements between and among Authorized Participants, the

Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption

of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of

confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon

request, the Distributor will make available copies of the Prospectus to purchasers of such

Creation Units and, upon request, the Statement of Additional Information; and (iv) the

Distributor shall maintain telephonic, facsimile and/or access to direct computer

communications links with the Transfer Agent.

(c)The Distributor shall ensure that all direct requests to Distributor for

Prospectuses, Statements of Additional Information, product descriptions and periodic

fund reports, as applicable, are fulfilled.

(d)The Distributor agrees to make available, at the Trust’s request, one or more

members of its staff to attend, either via telephone or in person, Board meetings of the

Trust in order to provide information with regard to the Distributor’s services hereunder

and for such other purposes as may be requested by the Board of Trustees of the Trust.

(e)Distributor shall review and approve, prior to use, all Trust marketing

materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules

and will file all Marketing Materials required to be filed with FINRA. The Distributor

agrees to furnish to the Trust’s investment adviser (the “Investment Adviser”) any

comments provided by FINRA with respect to such materials.

(f)The Distributor shall not offer any Shares and shall not approve any creation

or redemption order hereunder if and so long as the effectiveness of the Registration

Statement then in effect or any necessary amendments thereto shall be suspended under

any of the provisions of the 1933 Act or if and so long as a current prospectus as required

by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing

contained in this paragraph shall in any way restrict or have any application to or bearing

upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in

accordance with provisions of the Prospectus or Registration Statement.

(g)The Distributor shall work with the Index Receipt Agent to review and

approve orders placed by Authorized Participants and transmitted to the Index Receipt

Agent.

(h)The Distributor agrees to maintain and preserve for the periods prescribed

by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule

31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains

pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust,

shall be readily accessible during normal business hours, and shall be promptly surrendered

upon the termination of the Agreement or otherwise on written request; provided, however,

that Distributor may retain all such records required to be maintained by Distributor

pursuant to applicable FINRA or SEC rules and regulations.

(i)The Distributor agrees to maintain compliance policies and procedures (a

“Compliance Program”) that are reasonably designed to prevent violations of the Federal

Securities Laws (as defined in Rule 38a-1 of the 1940 Act) with respect to the Distributor’s

services under this Agreement, and to provide any and all information with respect to the

Compliance Program, including without limitation, information and certifications with

respect to material violations of the Compliance Program and any material deficiencies or

changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer

or Board of Trustees.

4.Duties of the Trust.

(a)The Trust agrees to create, issue, and redeem Creation Units of each Fund

in accordance with the procedures described in the Prospectus. Upon reasonable notice to

the Distributor and in accordance with the procedures described in the Prospectus, the Trust

reserves the right to reject any order for Creation Units or to stop all receipts of such orders

at any time.

(b)The Trust agrees that it will take all actions necessary to register an

indefinite number of Shares under the 1933 Act.

(c)The Trust will make available to the Distributor such number of copies as

Distributor may reasonably request of (i) its then currently effective Prospectus and

Statement of Additional Information and product description, (ii) copies of semi-annual

reports and annual reports of the Trust’s financial statements audited by independent public

accountants retained by the Trust, and (iii) such other publicly available information for

use in connection with the distribution of Creation Units.

(d)The Trust shall inform the Distributor of any such jurisdictions in which the

Trust has filed notice filings for Shares for sale under the securities laws thereof and shall

promptly notify the Distributor of any change in this information. The Distributor shall

not be liable for damages resulting from the sale of Shares in authorized jurisdictions where

the Distributor had no information from the Trust that such sale or sales were unauthorized

at the time of such sale or sales.

(e)The Distributor acknowledges and agrees that the Trust reserves the right to

suspend sales and the Distributor’s authority to review and approve orders for Creation

Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the

Distributor’s authority to review and approve Creation Units if, in the judgment of the

Trust, it is in the best interests of the Trust to do so. Suspension will continue for such

period as may be determined by the Trust.

(f)The Trust shall arrange to provide the Listing Exchanges with copies of

Prospectuses, Statements of Additional Information, and product descriptions to be

provided to purchasers in the secondary market.

(g)The Trust will make it known that Prospectuses and Statements of

Additional Information and product descriptions are available by making sure such

disclosures are in all Marketing Materials prepared by or at the direction of the Trust.

5.Fees and Expenses.

(a)The Distributor shall be entitled to no compensation or reimbursement of

expenses from the Trust for the services provided by the Distributor pursuant to this

Agreement. The Distributor may receive compensation from the Investment Adviser

related to its services hereunder or for additional services as may be agreed to between the

Investment Adviser and Distributor.

(b)The Trust shall bear the cost and expenses of: (i) the registration of the

Shares for sale under the 1933 Act; and (ii) the registration or qualification of the Shares

for sale under the securities laws of the various states.

(c)The Distributor shall pay (i) all expenses relating to Distributor’s broker-

dealer qualification and registration under the 1934 Act; and (ii) the expenses incurred by

the Distributor in connection with routine FINRA filing fees.

(d)Notwithstanding anything in this Agreement to the contrary, the Distributor

and its affiliates may receive compensation or reimbursement from the Investment Adviser

with respect to any services performed under this Agreement, as may be agreed upon by

the parties from time to time.

(e)The Trust shall bear any costs associated with printing Prospectuses,

Statements of Additional Information and all other such materials.

6.Indemnification.

(a)The Trust agrees to indemnify and hold harmless the Distributor and its

directors, officers and employees and agents and any person who controls the Distributor

within the meaning of Section 15 of the 1933 Act (any of the Distributor, its officers,

employees, agents and directors or such control persons, for purposes of this paragraph, a

“Distributor Indemnitee”) against any loss, liability, claim, damages or expense (including

the reasonable cost of investigating or defending any alleged loss, liability, claim, damages

or expense and reasonable counsel fees incurred in connection therewith) (“Losses”) that

a Distributor Indemnitee may incur arising out of or based upon: (i) Distributor serving as

distributor for the Trust pursuant to this Agreement; (ii) the allegation of any wrongful act

of the Trust or any of its directors, officers, employees or affiliates in connection with its

duties, representations, and responsibilities in this Agreement; (iii) any claim that the

Registration Statement, Prospectus, Statement of Additional Information, product

description, shareholder reports, Marketing Materials and advertisements specifically

approved by the Trust and Investment Adviser or other information filed or made public

by the Trust (as from time to time amended) included an untrue statement of a material fact

or omitted to state a material fact required to be stated therein or necessary in order to make

the statements therein (and in the case of the Prospectus, Statement of Additional

Information and product description, in light of the circumstances under which they were

made) not misleading under the 1933 Act, or any other statute or the common law; (iv) the

breach by the Trust of any obligation, representation or warranty contained in this

Agreement; or (v) the Trust’s failure to comply in any material respect with applicable

securities laws.

(b)The Distributor agrees to indemnify and hold harmless the Trust and each

of its Trustees and officers and any person who controls the Trust within the meaning of

Section 15 of the 1933 Act (for purposes of this paragraph, the Trust and each of its

Trustees and officers and its controlling persons are collectively referred to as the “Trust

Indemnitees”) against any Losses arising out of or based upon (i) the allegation of any

wrongful act of the Distributor or any of its directors, officers, employees or affiliates in

connection with its activities as Distributor pursuant to this Agreement; (ii) the breach of

any obligation, representation or warranty contained in this Agreement by the Distributor;

(iii) the Distributor’s failure to comply in any material respect with applicable securities

laws, including applicable FINRA regulations; or (iv) any allegation that the Registration

Statement, Prospectus, Statement of Additional Information, product description,

shareholder reports, any information or materials relating to the Funds (as described in

section 4(g)) or other information filed or made public by the Trust (as from time to time

amended) included an untrue statement of a material fact or omitted to state a material fact

required to be stated therein or necessary in order to make the statements not misleading,

insofar as such statement or omission was made in reasonable reliance upon, and in

conformity with information furnished to the Trust, in writing, by the Distributor.

In no case (i) is the indemnification provided by an indemnifying party to be deemed to

protect against any liability the indemnified party would otherwise be subject to by reason

of willful misfeasance, bad faith or gross negligence in the performance of its duties or by

reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is

the indemnifying party to be liable under this Section with respect to any claim made

against any indemnified party unless the indemnified party notifies the indemnifying party

in writing of the claim within a reasonable time after the summons or other first written

notification giving information of the nature of the claim shall have been served upon the

indemnified party (or after the indemnified party shall have received notice of service on

any designated agent).

Failure to notify the indemnifying party of any claim shall not relieve the indemnifying

party from any liability that it may have to the indemnified party against whom such action

is brought, on account of this Section, unless failure or delay to so notify the indemnifying

party prejudices the indemnifying party’s ability to defend against such claim. The

indemnifying party shall be entitled to participate at its own expense in the defense or, if it

so elects, to assume the defense of any suit brought to enforce the claim, but if the

indemnifying party elects to assume the defense, the defense shall be conducted by counsel

chosen by it and satisfactory to the indemnified party. In the event that indemnifying party

elects to assume the defense of any suit and retain counsel, the indemnified party shall bear

the fees and expenses of any additional counsel retained by them. If the indemnifying party

does not elect to assume the defense of any suit, it will reimburse the indemnified party for

the reasonable fees and expenses of any counsel retained by them. The indemnifying party

agrees to notify the indemnified party promptly of the commencement of any litigation or

proceedings against it or any of its officers or directors in connection with the purchase or

redemption of any of the Creation Units or the Shares.

(c)No indemnified party shall settle any claim against it for which it intends to

seek indemnification from the indemnifying party, under the terms of section 6(a) or 6(b)

above, without prior written notice to and consent from the indemnifying party, which

consent shall not be unreasonably withheld. No indemnified or indemnifying party shall

settle any claim unless the settlement contains a full release of liability with respect to the

other party in respect of such action. This section 6 shall survive the termination of this

Agreement.

(d)The Trust acknowledges and agrees that as part of its duties, Distributor will

enter into agreements with certain authorized participants (each an “AP” and collectively

the “APs”) for the purchase and redemption of Creation Units (each such agreement an

“AP Agreement”). The APs may insert and require that Distributor agree to certain

provisions in the AP Agreements that contain certain representations, undertakings and

indemnification that are not included in the form-of AP Agreement (each such modified

AP Agreement a “Non-Standard AP Agreement”).

To the extent that Distributor is requested or required to make any such representations

mentioned above, the Trust shall indemnify, defend and hold the Distributor Indemnitees

free and harmless from and against any and all Losses that any Distributor Indemnitee may

incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to

any Non-Standard AP Agreement; (b) any representations made by the Distributor in any

Non-Standard AP Agreement to the extent that the Distributor is not required to make such

representations in the form-of AP Agreement; or (c) any indemnification provided by the

Distributor under a Non-Standard AP Agreement. In no event shall anything contained

herein be so construed as to protect the Distributor Indemnitees against any liability to the

Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject

by reason of willful misfeasance, bad faith, or gross negligence in the performance of

Distributor’s obligations or duties under the Non-Standard AP Agreement or by reason of

Distributor’s reckless disregard of its obligations or duties under the Non-Standard AP

Agreement.

7.Representations.

(a)The Distributor represents and warrants that:

1. (i) it is duly organized as a Delaware limited liability company and is

and at all times will remain duly authorized and licensed under

applicable law to carry out its services as contemplated herein; (ii) the

execution, delivery and performance of this Agreement are within its

power and have been duly authorized by all necessary action; (iii) its

entering into this Agreement or providing the services contemplated

hereby does not conflict with or constitute a default or require a consent

under or breach of any provision of any agreement or document to

which the Distributor is a party or by which it is bound; (iv) it is

registered as a broker-dealer under the 1934 Act and is a member of

FINRA; and (v) it has in place compliance policies and procedures

reasonably designed to prevent violations of the Federal Securities Laws

as that term is defined in Rule 38a-1 under the 1940 Act.

2.All activities by the Distributor and its agents and employees in

connection with the services provided in this Agreement shall comply

with the Registration Statement and Prospectus, the instructions of the

Trust, and all applicable laws, rules and regulations including, without

limitation, all rules and regulations made or adopted pursuant to the

1940 Act by the SEC or any securities association registered under the

1934 Act, including FINRA.

(b)The Distributor and the Trust each individually represent that its anti-money

laundering program (“AML Program”), at a minimum, (i) designates a compliance officer

to administer and oversee the AML Program, (ii) provides ongoing employee training,

(iii) includes an independent audit function to test the effectiveness of the AML Program,

(iv) establishes internal policies, procedures, and controls that are tailored to its particular

business, (v) provides for the filing of all necessary anti-money laundering reports

including, but not limited to, currency transaction reports and suspicious activity reports,

and (vi) allows for appropriate regulators to examine its anti-money laundering books and

records. Notwithstanding the foregoing, the Trust acknowledges that the Authorized

Participants are not “customers” for the purposes of 31 CFR 1024.220.

(c)The Distributor and the Trust each individually represent and warrant that:

(i) it has procedures in place reasonably designed to protect the privacy of non-public

personal consumer/customer financial information to the extent required by applicable law,

rule and regulation; and (ii) it will comply with all of the applicable terms and provisions

of the 1934 Act to the extent applicable to it.

(d)The Trust represents and warrants that:

1.(i) it is duly organized as a Delaware statutory trust and is and at all times

will remain duly authorized to carry out its obligations as contemplated

herein; (ii) it is registered as an investment company under the 1940 Act;

(iii)the execution, delivery and performance of this Agreement

are within its power and have been duly authorized by all necessary

action;

(iv)entering into this Agreement does not conflict with or constitute a

default or require a consent under or breach of any provision of any

agreement or document to which the Trust is a party or by which it is

bound; (v) the Registration Statement and each Fund’s Prospectus have

been prepared, and all Marketing Materials have been prepared by or at

the direction of the Trust and have been approved by the Trust and shall

be prepared, in all material respects, in conformity with all applicable

law, including without limitation, the 1933 Act, the 1940 Act and the

rules and regulations of the SEC (the “Rules and Regulations”); (vi) the

Registration Statement and each Fund’s Prospectus contain, and all

Marketing Materials shall contain, all statements required to be stated

therein in accordance with the 1933 Act, the 1940 Act and the Rules and

Regulations; (vii) all statements of fact contained therein, or to be

contained in all Marketing Materials, are or will be true and correct in all

material respects at the time indicated or the effective date, as the case

may be, and none of the Registration Statement, any Fund’s Prospectus,

nor any Marketing Materials shall include any untrue statement of a

material fact or omit to state a material fact required to be stated therein

or necessary to make the statements therein, in the case of each Fund’s

Prospectus in light of the circumstances in which made, not misleading;

(viii) except as otherwise noted in the Registration Statement and

Prospectus, the offering price for all Creation Units will be the aggregate

net asset value of the Shares per Creation Unit of the relevant Fund, as

determined in the manner described in the Registration Statement and

Prospectus; (ix) the Prospectus is effective, no stop order of the SEC or

any other federal, state or foreign regulatory authority, with respect

thereto has been issued, no proceedings for such purpose have been

instituted, or to its knowledge are being contemplated; (x) the Fund

Shares, when issued and delivered against payment of consideration will

be duly and validly authorized, issued fully paid and non-assessable and

free of statutory and contractual preemptive rights, rights of first refusal

and similar rights; (xi) no consent, approval, authorization, order,

registration or qualification of or with any court or governmental agency

or body is required for the issuance and sale of Fund shares, except the

registration of the Fund Shares under the 1933 Act; (xii) Fund Shares

will be listed on Listing Exchanges; (xiii) it will not lend securities

pursuant to any securities lending arrangement that would prevent any

Fund from settling a Redemption Order when due; (xiv) it will not name

the Authorized Participant as an authorized participant and/or as

underwriter in the Prospectus, Marketing Materials or on its or any

Fund’s website without prior written consent of the Authorized

Participant, unless such naming is required by law, rule or regulation;

and

▇.▇▇ shall file such amendment or amendments to the Registration

Statement and each Fund’s Prospectus as, in the light of future

developments, shall, in the opinion of the Trust’s counsel, be necessary

in order to have the Registration Statement and each Fund’s Prospectus

at all times contain all material facts required to be stated therein or

necessary to make the statements therein, in light of the circumstances in

which made, not misleading. The Trust shall not file any amendment to

the Registration Statement or each Fund’s Prospectus without giving the

Distributor reasonable notice thereof in advance, provided that nothing

in this Agreement shall in any way limit the Trust’s right to file at any

time such amendments to the Registration Statement or any Fund’s

Prospectus as the Trust may deem advisable. The Trust will also

promptly notify the Distributor in writing in the event of any stop order

suspending the effectiveness of the Registration Statement.

Notwithstanding the foregoing, the Trust shall not be deemed to make

any representation or warranty as to any information or statement

provided by the Distributor for inclusion in the Registration Statement or

any Fund’s Prospectus; and

3.upon delivery of Deposit or Fund Securities to an Authorized Participant

in connection with a purchase or redemption of Creation Units, the

Authorized Participant will acquire good and unencumbered title to such

securities, free and clear of all liens, restrictions, charges and

encumbrances, and not subject to any adverse claims and that such Fund

and Deposit Securities will not be “restricted securities” as such term is

used in Rule 144(a)(3)(i) under the 1933 Act.

8.Duration, Termination and Amendment.

(a)This Agreement shall be effective on the date set forth above, and unless

terminated as provided herein, shall continue for two years from its effective date, and

thereafter from year to year, provided such continuance is approved annually (i) by vote of

a majority of the Trustees or by the vote of a majority of the outstanding voting securities

of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this

Agreement or interested persons of any such party cast in person at a meeting called for

the purpose of voting on such approval. This Agreement may be terminated at any time,

without the payment of any penalty, as to each Fund (i) by vote of a majority of those

Trustees who are not parties to this Agreement or interested persons of any such party or

(ii) by vote of a majority of the outstanding voting securities of the Fund, or by the

Distributor, on at least sixty (60) days’ prior written notice. This Agreement shall

automatically terminate without the payment of any penalty in the event of its assignment.

As used in this paragraph, the terms “vote of a majority of the outstanding voting

securities,” “assignment,” “affiliated person” and “interested person” shall have the

respective meanings specified in the 1940 Act.

(b)No provision of this Agreement may be changed, waived, discharged or

terminated except by an instrument in writing signed by both parties.

9.Notice. Any notice or other communication authorized or required by this

Agreement to be given to either party shall be in writing and deemed to have been given

when delivered in person or by email, or posted by certified mail, return receipt requested,

to the following address (or such other address as a party may specify by written notice to

the other):


(i) To Foreside:	(ii) If to the Trust:
Quasar Distributors, LLC Attn: Legal Department Three Canal Plaza, Suite ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇ a copy to: ▇▇▇-▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇	▇▇▇▇▇▇▇▇ and Wiley Funds Attn: ▇▇▇▇ ▇▇▇▇▇ Lopez 601 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: 213.430.1896 Email: ▇▇▇▇.▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇

10.Choice of Law. This Agreement shall be governed by, and construed in accordance

with, the laws of the state of Delaware, without giving effect to the choice of laws

provisions thereof.

11.Counterparts. This Agreement may be executed in two or more counterparts, each

of which shall be deemed an original, but all of which together shall constitute one and the

same instrument.

12.Severability. If any provisions of this Agreement shall be held or made invalid, in

whole or in part, then the other provisions of this Agreement shall remain in force. Invalid

provisions shall, in accordance with this Agreement’s intent and purpose, be amended, to

the extent legally possible, in order to effectuate the intended results of such invalid

provisions.

▇▇.▇▇▇▇▇▇▇▇▇. The Distributor will maintain at its expense an errors and omissions

insurance policy adequate to cover services provided by the Distributor hereunder.

14.Confidentiality. During the term of this Agreement, the Distributor and the Trust

may have access to confidential information relating to such matters as either party’s

business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and

clients. As used in this Agreement, “Confidential Information” means information

belonging to one of the parties that is of value to such party and the disclosure of which

could result in a competitive or other disadvantage to such party. Confidential Information

includes, without limitation, financial information, proposal and presentations, reports,

forecasts, inventions, improvements and other intellectual property; trade secrets; know-

how; designs, processes or formulae; software; market or sales information or plans;

customer lists; and business plans, prospects and opportunities (such as possible

acquisitions or dispositions of businesses or facilities). Confidential Information includes

information developed by either party in the course of engaging in the activities provided

for in this Agreement, unless: (i) the information is or becomes publicly known through

lawful means; (ii) the information is disclosed to the other party without a confidential

restriction by a third party who rightfully possesses the information and did not obtain it,

either directly or indirectly, from one of the parties, as the case may be, or any of their

respective principals, employees, affiliated persons, or affiliated entities. The parties

understand and agree that all Confidential Information shall be kept confidential by the

other both during and after the term of this Agreement. Each party shall maintain

commercially reasonable information security policies and procedures for protecting

Confidential Information. The parties further agree that they will not, without the prior

written approval by the other party, disclose such Confidential Information, or use such

Confidential Information in any way, either during the term of this Agreement or at any

time thereafter, except as required in the course of this Agreement and as provided by the

other party or as required by law. Upon termination of this Agreement for any reason, or

as otherwise requested by the Trust, all Confidential Information held by or on behalf of

Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor

will certify to the Trust in writing that all such Confidential Information has been

destroyed. This section 14 shall survive the termination of this Agreement.

Notwithstanding the foregoing, a party may disclose the other’s Confidential Information

if (i) required by law, regulation or legal process or if requested by the SEC or other

governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested

to do so by the other party.

15.Limitation of Liability. This Agreement is executed by or on behalf of the Trust

with respect to each of the Funds individually and the obligations hereunder are not binding

upon any of the trustees, officers or shareholders of the Trust individually but are binding

only upon the Fund to which such obligations pertain and the assets and property of such

Fund. Separate and distinct records are maintained for each Fund and the assets associated

with any such Fund are held and accounted for separately from the other assets of the Trust,

or any other Fund of the Trust. The debts, liabilities, obligations, and expenses incurred,

contracted for, or otherwise existing with respect to a particular Fund of the Trust shall be

enforceable against the assets of that Fund only, and not against the assets of the Trust

generally or any other Fund, and none of the debts, liabilities, obligations, and expenses

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

other Fund shall be enforceable against the assets of that Fund. The Trust’s Agreement

and Declaration of Trust is on file with the Trust.

16.Use of Names; Publicity. The Trust shall not use the Distributor’s name in any

offering material, shareholder report, advertisement or other material relating to the Trust,

in a manner not approved by the Distributor in writing prior to such use, such approval not

to be unreasonably withheld. The Distributor hereby consents to all uses of its name

required by the SEC, any state securities commission, or any federal or state regulatory

authority.

The Distributor shall not use the name “▇▇▇▇▇▇▇▇ and Wiley” in any offering material,

shareholder report, advertisement or other material relating to the Distributor, other than

for the purpose of merely identifying the Trust as a client of Distributor hereunder, in a

manner not approved by the Trust in writing prior to such use; provided, however, that the

Trust shall consent to all uses of its name required by the SEC, any state securities

commission, or any federal or state regulatory authority; and provided, further, that in no

case shall such approval be unreasonably withheld.

The Distributor will not issue any press releases or make any public announcements

regarding the existence of this Agreement without the express written consent of the Trust.

Neither the Trust nor the Distributor will disclose any of the economic terms of this

Agreement, except as may be required by law.

17.Exclusivity. Nothing herein contained shall prevent the Distributor from entering

into similar distribution arrangements or from providing the services contemplated

hereunder to other investment companies or investment vehicles.

18.Governing Language. This Agreement has been negotiated and executed by the

parties in English. In the event any translation of this Agreement is prepared for

convenience or any other purpose, the provisions of the English version shall prevail.

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

by their officers designated below as of the date first set forth above.


Quasar Distributors, LLC	Hotchkis and Wiley Funds
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇	By: /s/▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇	Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: President	Title: President, Hotchkis and Wiley Funds

A-1

EXHIBIT A

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

ETF DISTRIBUTION AGREEMENT

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