EXHIBIT 23(h)(3)
EXPENSE LIMIT AGREEMENT
CAUSEWAY CAPITAL MANAGEMENT LLC
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August 3, 2004
Causeway Capital Management Trust
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RE: EXPENSE LIMIT AGREEMENT
Dear Ladies and Gentlemen:
Causeway International Value Fund (the "Fund") is a series of Causeway
Capital Management Trust, a Delaware business 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 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 limitations 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.
This Expense Limit Agreement is effective as of October 1, 2004 and shall
continue in effect until September 30, 2005. 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:________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Operating Officer
The foregoing agreement is hereby
accepted as of October 1, 2004
CAUSEWAY CAPITAL MANAGEMENT TRUST,
on behalf of the Fund and each class of the Fund listed in Schedule A to this
Agreement
By:__________________________________
▇▇▇▇▇▇ Swan, President