[Form of]
April 28, 2008
Causeway Capital Management Trust
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RE: EXPENSE LIMIT AGREEMENT
Dear Ladies and Gentlemen:
Causeway Global Value 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 the Institutional 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 such class of the
Fund or to reimburse the operating expenses allocable to such class of the Fund,
to the extent that such 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 such 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 the Institutional Class of the Fund exceeding the
expense limit 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.
April __, 2008
Page 2
This Expense Limit Agreement is effective as of April 28, 2008 and shall
continue in effect until September 30, 2009. 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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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Operating Officer
The foregoing agreement is hereby
accepted as of April 28, 2008
CAUSEWAY CAPITAL MANAGEMENT TRUST,
on behalf of the Fund and the class of the Fund listed in Schedule A to this
Agreement
By:
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Title:
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SCHEDULE A
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CAUSEWAY GLOBAL VALUE FUND EXPENSE LIMIT
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Institutional Class 1.10%
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