AMENDMENT NO. 2 TO THE ADMINISTRATION AGREEMENT
AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT
This Amendment No. 2 to the Administration Agreement and Amendment No. 1 to
the Distribution Agreement (together, the "Amendment") is made effective as of
October 1, 2006, by and among Causeway Capital Management Trust (the "Trust"),
SEI Investments Global Funds Services (the "Administrator"), and SEI Investments
Distribution Co. (the "Distributor").
WHEREAS, the Trust and the Administrator are parties to an Administration
Agreement (the "Administration Agreement") dated September 20, 2001, as amended;
and
WHEREAS, the Trust and the Distributor are parties to a Distribution
Agreement (the "Distribution Agreement") dated September 20, 2001; and
WHEREAS, Schedule B of the Administration Agreement states that the
Administrator agrees to provide to the Trust the services listed on EXHIBIT A
(the "Distribution Services"); and
WHEREAS, in fact the Distributor, not the Administrator, has provided the
Distribution Services from inception, and the parties desire to amend the
Administration Agreement and Distribution Agreement to reflect this.
NOW THEREFORE, in consideration of the premises, covenants, representations
and warranties contained herein, the parties hereto agree as follows:
1. SCHEDULE B OF THE ADMINISTRATION AGREEMENT. The Distribution Services shall
be deleted from Schedule B of the Administration Agreement.
2. NEW ARTICLE 17 OF THE DISTRIBUTION AGREEMENT. The following shall be added
to the Distribution Agreement:
ARTICLE 17. MISCELLANEOUS SERVICES. The Distributor shall provide the Trust
with the services listed on EXHIBIT A.
2. RATIFICATION OF AGREEMENTS. Except as expressly amended and provided
herein, all of the terms, conditions and provisions of the Administration
Agreement and Distribution Agreement are hereby ratified and confirmed to
be of full force and effect, and shall continue in full force and effect.
***** signature page to follow *****
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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 Xxxx
----------------------------
Name: Xxxxxxx Xxxx
Title: Vice-President
SEI INVESTMENTS DISTRIBUTION CO.
By: /s/ Xxxx Xxxxx
----------------------------
Name: Xxxx Xxxxx
Title: General Counsel
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EXHIBIT A
GENERAL LEGAL CONSULTING
Negotiate and execute sub-distribution agreements with broker/dealers
on behalf of Portfolios Coordinate and execute operational agreements
(networking agreements, NSCC redemption agreements, etc.)
Coordinate and execute 401(k) agreements and shareholder service
agreements with various record-holders and other financial
intermediaries
Coordinate and execute service agreements with Supermarkets (Schwab,
Fidelity, Xxxx Xxxxx, etc.) and other financial intermediaries
GENERAL BUSINESS CONSULTING
Recommend opportunities for asset gathering or asset growth
Identify best practices and suggest methods for improving internal
efficiencies
Conduct general business planning
NASD REVIEW
Review and approve all collateral fund marketing materials to ensure
compliance with SEC & NASD advertising rules
Conduct NASD filing of materials
Respond to NASD comments on marketing materials
Review and file Internet sites according to NASD policies
Provide client with copy of SEI's SEC & NASD Marketing Materials
Guidebook
INVESTOR SERVICES
Obtain toll free lines and call prompters for fund family
Provide servicing team, consisting of NASD-licensed representatives,
as well as Interactive Voice Response Support (VRU, described below)
to handle investor service calls at the following service levels:
Level One: 100 combined live agent calls per month
Level Two: 300 live agent calls and 200 VRU calls per month (and
the additional services noted below under the headings
"Periphonics Interactive Voice Response Support" and "ACS" shall
be provided)
Respond to shareholder questions regarding the fund family
Respond to shareholder account inquiries
Respond to shareholder questions regarding financial statements and
performance information
Submit shareholder requests for literature (only if client chooses ACS
for fulfillment tracking)
Provide 2 monthly standard management reports on statistics around
inbound shareholder calls (Stats, is_cp)
Conduct routine Q/A testing on all shareholder services
representatives
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Coordinate set-up of toll free lines, call prompter services, and
consultation on best practices around call prompters
If, in any given month, the Trust's assets (meaning average daily net
assets for the month) equal or exceed $150 million or the
Administrator handles 500 telephone calls (whether via live agent or
VRU), the Trust shall, beginning in the next successive month and
thereafter automatically begin to receive telephone support services
denoted as "Level 2." Thereafter, the number of investor service calls
provided by the Administrator will vary monthly in accordance with the
Trust's asset level as at the end of the prior month, provided that
the investor services will not return to Level 1 once Level 2 has been
established. For every incremental $25 million in Trust assets (above
a base level of $150 million, e.g., $175 million, $200 million, et
seq.) as at the end of a particular month, the Trust shall be entitled
to an additional 300 live agent calls and 200 VRU calls for the
subsequent month. For the avoidance of doubt, a reduction in Trust
assets below the incremental amounts established above (e.g., $200
million, $175 million, etc.) will result in the reduction in the
number of investor service calls provided by the Administrator in the
following month.
E-MAIL RESPONSE SUPPORT
Receive inbound email into messaging database and generate
auto-response verifying receipt.
Assess and categorize each inbound email request or question.
Process appropriate response, to include both "canned" and "free form"
responses.
Provide response team consisting of NASD-licensed reps.
Submit requests for literature (only if client chooses ACS for
fulfillment tracking and MaxWeb website template)
Provide standard management reports on statistics around demographics,
response rates, and standards.
Provide Q/A review of response, conducted by licensed Principal.
FULFILLMENT SERVICES (BY R.R. XXXXXXXX)
Coordinate reduced-rate pricing with preferred provider
Oversee fulfillment vendor and coordinate for best practices
Assign inventory codes and conduct inventory management
Review and approve bills
Provide "best practices" advice for minimizing fulfillment costs
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