<PAGE> PAGE 1
000 A000000 12/31/96
000 C000000 0000759829
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 Y
000 H000000 N
000 I000000 3.0
000 J000000 A
001 A000000 HOTCHKIS & WILEY TRUST
001 B000000 811-4182
001 C000000 2136237833
002 A000000 800 WEST 6TH STREET - SUITE 540
002 B000000 LOS ANGELES
002 C000000 CA
002 D010000 90017
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 8
007 C010100 1
007 C020100 BALANCED INCOME FUND
007 C030100 N
007 C010200 2
007 C020200 SMALL CAP FUND
007 C030200 N
007 C010300 3
007 C020300 EQUITY INCOME FUND
007 C030300 N
007 C010400 4
007 C020400 INTERNATIONAL FUND
007 C030400 N
007 C010500 5
007 C020500 EQUITY FUND FOR INSURANCE COMPANIES
007 C030500 N
007 C010600 6
007 C020600 LOW DURATION FUND
007 C030600 N
007 C010700 7
007 C020700 SHORT-TERM INVESTMENT FUND
007 C030700 N
007 C010800 8
007 C020800 TOTAL RETURN BOND FUND
007 C030800 N
007 C010900 9
007 C011000 10
077 A000000 Y
077 B000000 N
077 C000000 Y
<PAGE> PAGE 2
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 Y
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
SIGNATURE GRACIE FERMELIA
TITLE SECRETARY
SHAREHOLDERS MEETING RESULTS
1. The shareholders of the Trust elected the following nominees to the Board
of Trustees:
Robert L. Burch III
No. of Shares % of Outstanding Shares % of Share Voted
Affirmative 35,976,972.658 66.485% 98.955%
Withhold 379,792.636 .702% 1.045%
TOTAL 36,356,765.294 67.187% 100.000%
John A.G. Gavin
No. of Shares % of Outstanding Shares % of Share Voted
Affirmative 35,954,199.018 66.443% 98.893%
Withhold 402,566.276 .744% 1.107%
TOTAL 36,356,765.294 67.187% 100.000%
Joe Grills
No. of Shares % of Outstanding Shares % of Share Voted
Affirmative 35,584,248.256 65.760% 97.875%
Withhold 772,517.038 1.427% 2.125%
TOTAL 36,356,765.294 67.187% 100.000%
John F. Hotchkis
No. of Shares % of Outstanding Shares % of Share Voted
Affirmative 35,963,907.659 66.461% 98.919%
Withhold 392,857.635 .726% 1.081%
TOTAL 36,356,765.294 67.187% 100.000%
Robert B. Hutchinson
No. of Shares % of Outstanding Shares % of Share Voted
Affirmative 35,941,772.988 66.420% 98.859%
Withhold 414,992.306 .767% 1.141%
TOTAL 36,356,765.294 67.187% 100.000%
Michael L. Quinn
No. of Shares % of Outstanding Shares % of Share Voted
Affirmative 35,525,492.957 65.651% 97.714%
Withhold 831,272.337 1.536% 2.286%
TOTAL 36,356,765.294 67.187% 100.000%
Merle T. Welshans
No. of Shares % of Outstanding Shares % of Share Voted
Affirmative 35,941,635.914 66.420% 98.858%
Withhold 415,129.380 .767% 1.142%
TOTAL 36,356,765.294 67.187% 100.000%
Richard R. West
No. of Shares % of Outstanding Shares % of Share Voted
Affirmative 35,897,399.581 66.338% 98.737%
Withhold 459,365.713 .849% 1.263%
TOTAL 36,356,765.294 67.187% 100.000%
2. The Shareholders of the Equity Income Fund approved a new investment
advisory agreement on substantially the same terms as the current
agreement as follows:
No. of Shares % of Outstanding Shares % of Share Voted
For 6,782,158 73.597% 99.315%
Withhold 20,719 .225% .303%
Abstain 26,085 .283% .382%
3. The Shareholders of the Small Cap Fund approved a new investment advisory
agreement on substantially the same terms as the current agreement as
follows:
No. of Shares % of Outstanding Shares % of Share Voted
For 503,442 65.485% 99.128%
Withhold 2,684 .349% .528%
Abstain 1,745 .227% .344%
4. The Shareholders of the International Fund approved a new investment
advisory agreement on substantially the same terms as the current agreement
as follows:
No. of Shares % of Outstanding Shares % of Share Voted
For 10,341,025 61.952% 95.567%
Withhold 315,871 1.892% 2.920%
Abstain 163,762 .981% 1.513%
5. The Shareholders of the Balanced Income Fund approved a new investment
advisory agreement on substantially the same terms as the current agreement
as follows:
No. of Shares % of Outstanding Shares % of Share Voted
For 2,804,350 74.034% 97.462%
Withhold 13,582 .359% .472%
Abstain 59,448 1.569% 2.066%
6. The Shareholders of the Total Return Bond Fund approved a new investment
advisory agreement on substantially the same terms as the current agreement
as follows:
No. of Shares % of Outstanding Shares % of Share Voted
For 1,436,280 48.025% 86.639%
Withhold 168,590 5.637% 10.170%
Abstain 52,920 1.769% 3.191%
7. The Shareholders of the Low Duration Fund approved a new investment
advisory agreement on substantially the same terms as the current agreement
as follows:
No. of Shares % of Outstanding Shares % of Share Voted
For 10,479,464 60.308% 95.808%
Withhold 299,332 1.723% 2.736%
Abstain 159,247 .916% 1.456%
8. The Shareholders of the Short-Term Investment Fund approved a new
investment advisory agreement on substantially the same terms as the current
agreement as follows:
No. of Shares % of Outstanding Shares % of Share Voted
For 879,150 60.322% 97.451%
Withhold 15,527 1.066% 1.721%
Abstain 7,469 .512% .828%
9. The Shareholders of the Equity Fund for Insurance Companies approved a new
investment advisory agreement on substantially the same terms as the current
agreement as follows:
No. of Shares % of Outstanding Shares % of Share Voted
For 1,823,836 100% 100%
Withhold - - -
Abstain - - -
10. The shareholders of the Trust ratified the selection by the Trustees of
Price Waterhouse LLP, independent accountants, to audit the Trust's
financial statements for the fiscal year ending June 30, 1997.
No. of Shares % of Outstanding Shares % of Share Voted
Affirmative 35,807,865 66.173% 98.490%
Against 186,438 .344% .513%
Abstain 362,463 .670% .997%
11. The shareholders of the Trust approved amendments to the Declaration of
Trust that would permit the Trustees to authorize classes of shares of
the Trust, among other things, as follows:
No. of Shares % of Outstanding Shares % of Share Voted
Affirmative 32,033,308 59.197% 93.461%
Against 1,559,254 2.882% 4.549%
Abstain 682,069 1.260% 1.990%
