October 1, 2010
October 1, 2010
RE:
Expense Limit Agreement — Causeway Emerging Markets Fund
Dear Ladies and Gentlemen:
Causeway Emerging Markets Fund (the “Fund”) is a series of Causeway Capital Management Trust,
a Delaware statutory trust (the “Trust”). The Trust, on behalf of the Fund, has entered into an
agreement with Causeway Capital Management LLC (“Causeway”) whereby Causeway provides investment
advisory services to the Fund (the “Investment Advisory Agreement”).
We hereby agree with respect to each class of the Fund, for so long as this Expense Limit
Agreement is in effect, to waive the fees payable to us under the Investment Advisory Agreement
with respect to each class of the Fund or to reimburse the operating expenses allocable to each
class of the Fund, to the extent that each class’ operating expenses (excluding brokerage fees and
commissions, interest, taxes, shareholder service fees, fees and expenses of other funds in which
the Fund invests, and extraordinary expenses) exceed, in the aggregate, the rate per annum, as set
forth in Schedule A, as a percentage of the average daily net assets of each class of the Fund. We
agree that this obligation shall constitute a contractual commitment enforceable by the Trust and
that we may not assert any right to reimbursement of any amounts so waived or reimbursed if such
reimbursement would result in either class of the Fund exceeding the expense limits set forth in
Schedule A.
We acknowledge the limit of shareholder liability as set forth in the Declaration of Trust of
the Trust and agree that any obligation assumed by the Trust pursuant to this agreement shall be
limited in all cases to the Trust and its assets. We agree not to seek satisfaction of any such
obligations from the shareholders of the Trust, nor from the Trustees of the Trust.
Except insofar as the Investment Company Act of 1940, as amended, or other federal laws and
regulations may be controlling, this agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of California.
October 1, 2010
Page 2
Page 2
This Expense Limit Agreement supersedes the existing expense limit agreement with respect to
the Fund, and is effective as of October 1, 2010 and shall continue in effect until January 31,
2012. This Agreement may be terminated at any time by the Trust’s Board of Trustees and will
terminate automatically in the event of the termination of the Investment Advisory Agreement. Any
amendment to this agreement shall be in writing signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed
counterpart hereof and return the same to us.
| Very truly yours, CAUSEWAY CAPITAL MANAGEMENT LLC |
||||
| By: | ||||
| Xxxxxx X. Xxxxxxxx, Chief Operating Officer | ||||
The foregoing agreement is hereby
accepted as of October 1, 2010
CAUSEWAY CAPITAL MANAGEMENT TRUST,
on behalf of the Fund and each class of the Fund listed in Schedule A to this Agreement
on behalf of the Fund and each class of the Fund listed in Schedule A to this Agreement
| By: | ||||
| Title: | ||||
SCHEDULE A
| Causeway Emerging Markets Fund | Expense Limit | |||
Investor Class |
1.35 | % | ||
Institutional Class |
1.35 | % | ||
