AMENDMENT NO. 5 TO THE ADMINISTRATION AGREEMENT
This Amendment No. 5 to the Administration Agreement (this "Amendment") is
made effective as of August 3, 2009, by and between Causeway Capital Management
Trust, a Delaware business trust (the "Trust") and SEI Investments Global Funds
Services (formerly SEI Investments Mutual Funds Services), a Delaware business
trust (the "Administrator").
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended;
WHEREAS, the Trust and the Administrator entered into an Administration
Agreement (the "Agreement") dated September 20, 2001, which became effective on
the effective date of the Trust's registration statement on October 16, 2001,
for an initial term of five years and which was subsequently extended for an
additional three-year term;
WHEREAS, the Trust and the Administrator desire to amend the Agreement to
extend the term of the Agreement for an additional three years through October
31, 2012, and thereafter, for successive terms of one year each on the terms and
subject to the conditions provided herein;
NOW THEREFORE, in consideration of the premises, covenants, representations
and warranties contained herein, the parties hereto agree as follows:
1. SCHEDULE C. Schedule C of the Agreement shall be deleted in its entirety
and replaced with the Schedule C attached to this Amendment.
2. RATIFICATION OF AGREEMENT. Except as expressly amended and provided herein,
all of the terms, conditions and provisions of the Agreement are hereby
ratified and confirmed to be of full force and effect, and shall continue
in full force and effect.
3. COUNTERPARTS. This Amendment may be executed in two or more counterparts,
all of which shall constitute one and the same instrument. Each such
counterpart shall be deemed an original, and it shall not be necessary in
making proof of this Amendment to produce or account for more than one such
counterpart. This Amendment shall be deemed executed by each party when any
one or more counterparts hereof or thereof, individually or taken together,
bears the original, facsimile or scanned signatures of each of the parties.
4. BINDING EFFECT. This Amendment shall be binding upon, and shall inure to
the benefit of the Trust and the Administrator and each of their respective
permitted successors and assigns.
5. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to
any conflict of laws or choice of law rules or principles thereof. To the
extent that the applicable laws of the State of Delaware, or any of the
provisions of this Agreement, conflict with the applicable provisions of or
rules under the Investment Company Act of 1940, the Securities Act of 1933
or the Securities Exchange Act of 1934, the provisions of such statutes and
rules shall control.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
CAUSEWAY CAPITAL MANAGEMENT TRUST
By:
---------------------------------
Name: Xxxxxx Swan
Title: President
SEI INVESTMENTS GLOBAL FUNDS SERVICES
By:
---------------------------------
Name: Xxxx Xxxxxxxxx
Title: Senior Vice President
SCHEDULE C
TO THE ADMINISTRATION AGREEMENT
AS AMENDED AUGUST 3, 2009
BETWEEN
CAUSEWAY CAPITAL MANAGEMENT TRUST
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FEES: Pursuant to Article 4, Trust shall pay the Administrator the following
annual fees (payable monthly), calculated based upon the aggregate
average daily net assets ("assets") of the Trust:
0.06% of the assets not exceeding $1 billion;
0.05% of the assets exceeding $1 billion but not exceeding $2 billion;
0.04% of the assets exceeding $2 billion but not exceeding $3 billion;
0.03% of the assets exceeding $3 billion but not exceeding $4 billion;
0.02% of the assets exceeding $4 billion.
This fee schedule is subject to a minimum annual fee of $165,000 for the
first Portfolio plus $80,000 for each additional Portfolio plus $20,000
for each additional share class (over two) in each Portfolio.
TERM: This Agreement, as amended, shall remain in effect through October 31,
2012 and, thereafter, for successive terms of one year each (each a
"Renewal Term"), unless and until this Agreement is terminated in
accordance with the provisions of Article 6 hereof.
