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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer: HOTCHKIS AND WILEY FUNDS
800 WEST 6TH STREET, 5TH FLOOR
LOS ANGELES, CA 90017
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2. Name of each series or class of funds for which this notice is filed:
EQUITY INCOME SERIES, SMALL CAP SERIES, BALANCED INCOME SERIES,
INTERNATIONAL SERIES, EQUITY FUND FOR INSURANCE COMPANIES SERIES, LOW
DURATION SERIES, SHORT-TERM INVESTMENT SERIES, TOTAL RETURN BOND SERIES
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3. Investment Company Act File Number: 811-4182
Securities Act File Number: 2-96219
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4. Last day of fiscal year for which this notice is filed: JUNE 30, 1996
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5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
n/a [ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
n/a
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7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
n/a
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
n/a
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9. Number and aggregate sale price of securities sold during the fiscal
year:
45,447,787 SHARES WITH AN AGGREGATE PRICE OF $685,578,359
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
45,447,787 shares with an aggregate price of $685,578,359
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
2,535,698 shares with an aggregate price of $36,980,422
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2
(from Item 10): $ 685,578,359
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 36,980,422
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 285,853,933
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable): + n/a
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable): 436,704,848
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see instruction C.8):
x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: 150,587.89
INSTRUCTION: Issues should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
August 28, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ GRACIE FERMELIA
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Gracie Fermelia
Secretary, Treasurer and Principal Financial
and Accounting Officer
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Date: August 28, 1996
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*Please print the name and title of the signing officer below the signature.
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GARDNER, CARTON & DOUGLAS
Suite 3400 - Quaker Tower
321 North Clark Street
Chicago, Illinois 60610-4795
(312) 644-3000
Telecopier: (312) 644-3381
August 28, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Hotchkis and Wiley Funds
Rule 24f-2 Notice to Form N-1A
Registration Statement File Nos. 2-96219 and 811-4182
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Ladies and Gentlemen:
As counsel for Hotchkis and Wiley Funds, a Massachusetts business
trust (the "Fund"), we have examined the proceedings taken and being taken
with respect to the Notice filed by the Fund pursuant to Rule 24f-2 under
the Investment Company Act of 1940 (the "Act"), making definite in number
the shares registered pursuant to that Rule for the fiscal year ended
June 30, 1996.
We have examined all instruments, documents and records which, in
our opinion, were necessary of examination for the purpose of rendering this
opinion. Based upon such examination, we are of the opinion that the 45,447,787
shares of beneficial interest, without par value, which were registered in
indefinite number and sold in reliance on Rule 24f-2 under the Act were,
when issued by the Fund, validly authorized and issued, fully paid and
non-assessable to the extent set forth in the above-captioned Registration
Statement.
We hereby consent to the filing of this opinion pursuant to
Rule 24f-2 with the Notice filed herewith.
Very truly yours,
/s/ GARDNER, CARTON & DOUGLAS
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Gardner, Carton & Douglas
PHD/KJF/MAM/ldh
