October 1, 2009
Causeway Capital Management Trust
00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
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, 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, 2009
Page 2
This Expense Limit Agreement is effective as of October 1, 2009 and shall
continue in effect until January 31, 2011. 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:
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Xxxxxx X. Xxxxxxxx, Chief Operating
Officer
The foregoing agreement is hereby
accepted as of October 1, 2009
CAUSEWAY CAPITAL MANAGEMENT TRUST,
on behalf of the Fund and each class of the Fund listed in Schedule A to this
Agreement
By:
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Title:
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SCHEDULE A
CAUSEWAY EMERGING MARKETS FUND EXPENSE LIMIT
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Investor Class 1.60%
Institutional Class 1.35%
