AMENDMENT NO. 1 TO THE ADMINISTRATION AGREEMENT
This Amendment No. 1 to the Administration Agreement (this "Amendment")
is made as of October 28, 2005, 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;
WHEREAS, the Trust and the Administrator desire to amend the Agreement
to reduce the fees and extend the term three years 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.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
CAUSEWAY CAPITAL MANAGEMENT TRUST
By: /s/ Xxxxxx Swan
-------------------
Name:Xxxxxx Swan
Title:President
SEI INVESTMENTS GLOBAL FUNDS SERVICES
By:/s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
SCHEDULE C
TO THE ADMINISTRATION AGREEMENT
DATED AS OF SEPTEMBER 20, 2001
AS AMENDED OCTOBER 28, 2005
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 all
Portfolios and classes in existence as of the effective date of this
Agreement. The minimum annual fee shall be increased $80,000 for each
Portfolio created after the effective date of this Agreement. In
addition, the minimum annual fee shall be increased $20,000 for each new
class added to a Portfolio of the Trust after the effective date of this
Agreement, as well as for each class in excess of two (2) for new
Portfolios added after the effective date of this Agreement.
TERM: This Agreement shall become effective on the effective date of the
Trust's registration statement and shall remain in effect through
October 31, 2009 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.
