A. Advisory Firm
H&W is a Delaware limited liability company, the primary members of which are HWCap Holdings, a Delaware limited
liability company with members who are current and former employees of H&W, and Stephens-H&W, an Arkansas
limited liability company whose primary member is SF Holding Corp., which is a diversified holding company. H&W
commenced operations in October 2001. H&W’s predecessor was organized as an investment adviser in July 1980.
B. Specialization
H&W has a long experience and a strong background in providing investment advisory services with respect to value
investing in equity and high yield fixed income securities. H&W’s investment focus is on equity securities, fixed-
income securities, options, derivatives and other securities that may be purchased depending on the investment
objective of the client.
C. Advisory Services
H&W furnishes investment advisory and sub-advisory services to investment companies (each, an “Investment
Company”) registered with the SEC under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), including certain proprietary mutual funds in the U.S. (the “Hotchkis & Wiley Funds”), based on
the investment objectives and restrictions as set forth in the prospectuses.
H&W serves as the general partner and investment adviser of a private investment limited partnership (the “LP”).
H&W and certain of its owners, employees, affiliated persons and friends of the firm are currently the main investors
in the LP.
H&W serves as the manager and investment adviser of a private investment limited liability company (the “LLC”,
together with the LP as “Private Funds”).
H&W also provides investment advisory services to individuals, corporate, pension, public, endowment, foundation,
pooled fund and other clients with respect to assets held in the clients’ custodial account (each, a “Managed
Account”). Investment advice is tailored to client specified guidelines, objectives and restrictions. Clients may
impose reasonable restrictions on the management of account assets being managed, such as, the designation of
particular securities or types of securities that should not be purchased or that should be sold if held in the account.
Clients may send their updated investment guidelines to H&W on a periodic basis. Programmable client specific
guidelines and restrictions are coded in H&W’s trading system to ensure compliance.
The Hotchkis & Wiley Funds, the Private Funds and the Managed Accounts are collectively referred to as “Client
Accounts.”
H&W provides model portfolios to unaffiliated investment advisers and broker-dealers (“Sponsors”) who may utilize
such model portfolios in connection with the management of their client accounts. Model portfolios may relate to the
same investment strategies that are also offered to Client Accounts. As a model portfolio provider, H&W designs,
monitors and updates the model portfolio but has no responsibility for implementing its recommendations or placing
trades on behalf of participating accounts. H&W does not enter into a direct advisory relationship with the clients of
these Sponsors and the model portfolios are not tailored to the specific needs or circumstances of the Sponsor’s
clients. The Sponsors are solely responsible for initiating all trading and rebalancing activity recommended by
the
model portfolio(s). Depending on the structure of the Sponsor’s program, Sponsors may choose not to implement
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certain changes made to our model portfolio or may delay the timing of trading in response to changes made to our
model portfolio. As a result, the investment performance of a particular Sponsor’s client may differ from the
investment performance of H&W’s Client Accounts that have elected to follow a similar investment strategy. H&W
provides the model portfolios to the Sponsors at an agreed upon, periodic basis which varies depending upon the
particular terms of the agreement between H&W and the Sponsor. For some Sponsors, changes to the model
portfolio will not be communicated to model program Sponsors until completion of aggregated trading for H&W’s
discretionary clients. As a result, it is possible that, depending on the particular circumstances surrounding an order,
H&W’s discretionary clients may receive prices that are more favorable than those received by a client of a program
Sponsor or vice versa. In addition, Client Accounts following the H&W model portfolio may be positively or negatively
impacted if companies included in the model portfolio(s) release important or material information prior to the time
trading orders for a particular security have been completed by the Sponsor. The terms of certain client agreements
specify that communication of changes to the model and subsequent trading can occur contemporaneously for H&W
Client Accounts and Sponsors. Please refer to Item 12 for more information regarding the communication and
delivery of a model portfolio to program Sponsors. H&W is compensated for model delivery based upon a
percentage of assets under management invested in the strategy.
When non-US dollar denominated securities are transacted in Client Accounts, or non-US currency is needed to pay
expenses by non-US clients, H&W will typically instruct the client’s custodian to effect the necessary foreign
exchange (“FX”) transaction. This is done either through standing instructions communicated to the custodian or at
the time instructions are sent to the custodian for a particular transaction. In this case, the custodian is responsible
for executing FX transactions, including the timing and applicable rate, of such execution pursuant to its own internal
processes. Typically, all such FX transactions are effected with the client’s custodian and H&W does not seek to
obtain different FX rates from other sources. H&W will not be responsible for overseeing FX execution quality or fees
charged by a client’s custodian. In certain cases, clients designate H&W with contractual responsibility for the
execution of FX transactions. For purchases and sales of foreign currencies placed by H&W for these accounts,
traders use FXGO, an order routing system, and can review competing bids/offers from the approved foreign
exchange banks. Traders also review banks’ foreign exchange bids/asks for reasonableness by comparing them with
bid/ask information supplied by Bloomberg.
D. Wrap Fee Programs
Not applicable.
E. Assets Under Management (as of December 31, 2023)
Discretionary: $31,220,000,000; Non-Discretionary: none
Assets invested by Sponsors utilizing model portfolios are not considered assets under management by H&W and
are not included above.