U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: HOTCHKIS AND WILEY FUNDS
800 WEST 6TH STREET, 5TH FLOOR
LOS ANGELES, CA 90017
2. Name of each series or class of funds for which this notice
is filed:
Equity Income Series, Mid-Cap Series, Small Cap Series,
International Series, Global Equity Series, Balanced Income
Series, Total Return Bond Series, Low Duration Series,
Short-Term Investment Series, Equity Fund for Insurance
Companies Series
3. Investment Company Act File Number: 811-4182
Securities Act File Number: 2-96219
4. Last day of fiscal year for which this notice is filed:
June 30, 1997
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:
o
6. Date of termination of issuer's declaration under rule 24f-2
(a)(1), if applicable (see Instruction A.6):
NOT APPLICABLE
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:
NOT APPLICABLE
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
NOT APPLICABLE
9. Number and aggregate sale price of securities sold during the
fiscal year:
NUMBER: 59,382,075
AMOUNT: $1,011,310,997
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
NUMBER: 59,382,075
AMOUNT: $1,011,310,997
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):
NUMBER: 3,612,893
AMOUNT: $61,114,436
12. Calculation of registration fee: See Exhibit A
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10):
$1,011,310,997
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+$ 61,114,436
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
-$650,962,242
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
+ 0
(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):
$421,463,191
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
= $127,716.12
Instruction: Issuers 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.
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 21, 1997
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
Gracie Fermelia
Compliance Officer
Date August 20, 1997
* Please print the name and title of the signing officer below
the signature.
Exhibit A - Calculation of Filing Fee
Equity Income Series:
Aggregate price of 2,183,683 shares sold $42,695,225
Plus aggregate price of 1,142,942 DRIP shares 21,727,110
Less, price of 4,228,482 shares
redeemed (82,232,891) (17,810,556)
Mid-Cap Series:
Aggregate price of 226,865 shares sold $2,380,798
Plus aggregate price of 942 DRIP shares 10,844
Less, price of 57,207 shares redeemed (606,572) 1,785,070
Small Cap Series:
Aggregate price of 998,558 shares sold $21,595,726
Plus aggregate price of 97,400 DRIP shares 1,901,255
Less, price of 713,459 shares redeemed (15,605,197) 7,891,784
International Series:
Aggregate price of 29,673,741 shares sold $655,854,799
Plus aggregate price of 739,904 DRIP shares 17,244,335
Less, price of 9,851,367 shares
redeemed (217,976,937) 455,122,197
Global Equity Series:
Aggregate price of 332,759 shares sold $3,368,545
Plus aggregate price of 4,002 DRIP shares 44,743
Less, price of 571 shares redeemed (5,912) 3,407,376
Balanced Income Series:
Aggregate price of 2,119,226 shares sold $39,290,919
Plus aggregate price of 325,867 DRIP shares 6,071,836
Less, price of 1,658,360 shares
redeemed (30,799,051) 14,563,704
Total Return Bond Series:
Aggregate price of 1,130,467 shares sold $14,661,662
Plus aggregate price of 139,510 DRIP shares 1,802,150
Less, price of 3,568,847 shares
redeemed (46,271,666) (29,807,854)
Low Duration Series:
Aggregate price of 18,787,386 shares sold $191,220,600
Plus aggregate price of 990,060 DRIP shares 10,052,581
Less, price of 21,739,355 shares
redeemed (220,866,044) (19,592,863)
Short-Term Investment Series:
Aggregate price of 3,847,758 shares sold $39,041,151
Plus aggregate price of 56,209 DRIP shares 570,013
Less, price of 3,605,096 shares redeemed (36,567,972) 3,043,192
Equity Fund for Insurance Companies Series:
Aggregate price of 81,632 shares sold $1,201,572
Plus aggregate price of 116,057 DRIP shares 1,689,569
Less, price of 2,141 shares redeemed (30,000) 2,861,141
Aggregate price of 59,382,075 shares sold $1,011,310,997
Plus aggregate price of 3,612,893 DRIP shares 61,114,436
Less, price of 45,424,885 shares
redeemed (650,962,242) 421,463,191
Fee at 1/33 of 1 % $127,716.12
August 21, 1997
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
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, 1997.
We have examined all instruments, documents and records which, in our
opinion, necessitated examination for the purpose of rendering this opinion.
Based upon such examination, we are of the opinion that the 59,382,075 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
Gardner, Carton & Douglas
PHD/KJF/PPB
August 21, 1997Page 2Securities and Exchange CommissionSeptember 27, 1994Page 2
GARDNER, CARTON & DOUGLAS321 North Clark Street
Suite 3400 - Quaker Tower
Chicago, Illinois 60610-4795
(312) 644-3000
Telecopier: (312) 644 3381
