ITEM 5: FEES AND COMPENSATION
Generally, fees are based on a standard fee schedule for the type of service being provided as set forth below. Fees
under those schedules are computed on the basis of a specified percentage of the market value of assets under
management. In certain cases, fees will vary from the standard schedules depending on the nature of services
HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC
FORM ADV BROCHURE
March 30, 2026
rendered, special requirements of the Client Account or other factors, such as potential size, product life-cycle and
cross-over business. In certain cases, fees differ for sub-advised Client Accounts, large Client Accounts, non-
discretionary or restricted-discretion Client Accounts and certain non-U.S. Client Accounts. H&W may offer blended
fee schedules to clients with Client Accounts in different products. Assets under H&W’s management for a client with
more than one portfolio or for a group of related clients may be combined for fee calculation purposes. Fees are
normally paid on a monthly or quarterly basis in arrears. Fees paid to H&W by clients may be negotiated based on
the specific circumstances of the client.
H&W has entered into side letter agreements with one or more investors in a non-U.S. fund or Private Fund managed
by H&W which, among other terms, provide for a reduced management fee. H&W makes support payments for
marketing purposes to certain broker-dealers and/or sub-advisory clients. H&W has also agreed to limit the
expenses incurred by certain Hotchkis & Wiley Funds and the Private Funds for certain periods.
Holdings in a separately managed account may include interests in the Private Funds and/or shares of investment
companies for which a separate management fee is charged. In the event that separately managed account assets
are invested in the Private Funds or a Hotchkis & Wiley Fund, those assets are excluded from the applicable
separate account fee schedule, so that the client does not pay two levels of management fees on those assets.
Client assets invested in investment companies not managed by H&W will, however, pay two levels of management
fees – one to H&W and one to the investment managers of the funds. Please refer to the respective investment
company’s offering documents for a complete explanation of the fees and expenses associated with those
investment companies.
For certain non-U.S. investment vehicles, where permitted by applicable law, H&W may refund to certain institutional
investors a portion of its advisory fees or reimburse fund expenses.
Either party may terminate the contract upon written notice as set forth in the contract. Fees for partial periods are
prorated based on the number of days in the calendar month or quarter, as applicable, during which separately
managed account assets were under management.
In addition to the asset-based compensation arrangements discussed above, H&W may enter into performance-
based compensation arrangements with certain Client Accounts. H&W will structure any performance-based
compensation arrangement subject to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (the
“Advisers Act”), in accordance with the available exemptions thereunder, including the exemption set forth in Rule
205-3 under the Advisers Act. While such arrangements are negotiated with each client and thus the terms vary,
they typically provide for performance compensation based on a percentage of the net capital appreciation (i.e.,
capital appreciation less capital depreciation) of the assets held in the Client Account. The performance-based
compensation is payable only if, and to the extent that, the net capital appreciation of the Client Account assets
exceeds any net capital depreciation accumulated as specified in the investment management agreement. H&W’s
performance-based compensation may be subject to a requirement that H&W return to the Client Account all or a
portion of the performance-based compensation H&W received from the account if there is a net capital depreciation
in the account assets in subsequent periods.
HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC
FORM ADV BROCHURE
March 30, 2026
Standard annual advisory fee schedules for Managed Accounts are as follows:
Large Cap Disciplined Value: Global Value:
0.65% on the first $25 million 0.65% on the first $25 million
0.50% on the next $75 million 0.55% on the next $75 million
0.35% thereafter 0.40% thereafter
Minimum account size: $15 million Minimum account size: $15 million
Large Cap Fundamental Value: Global Value ADR:
0.65% on the first $25 million 0.65% on the first $25 million
0.50% thereafter 0.55% on the next $75 million
Minimum account size: $15 million 0.40% thereafter
Minimum account size: $15 million
Mid-Cap Value: International Value:
0.75% on the first $15 million 0.65% on the first $25 million
0.70% on the next $35 million 0.55% on the next $75 million
0.65% thereafter 0.40% thereafter
Minimum account size: $15 million Minimum account size: $15 million
SMID Cap Diversified Value: International Value ADR:
0.50% on the first $15 million 0.65% on the first $25 million
0.45% on the next $35 million 0.55% on the next $75 million
0.40% thereafter 0.40% thereafter
Minimum account size: $15 million Minimum account size: $15 million
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