EXHIBIT 23(h)(1)
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 20th day of September, 2001, by and
between Causeway Capital Management Trust, a Delaware business trust (the
"Trust"), and SEI Investments Mutual Funds Services (the "Administrator"), a
Delaware business trust.
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of the series portfolios set forth on Schedule A attached hereto
("Portfolios"), each of which may consist of one or more classes of shares of
beneficial interest ("Shares"); and
WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, administrative and accounting services to
such Portfolios of the Trust as listed on Schedule B attached hereto, and made a
part of this Agreement, on the terms and conditions hereinafter set forth
herein;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Administrator hereby agree as follows:
ARTICLE 1. Retention of the Administrator. The Trust hereby retains the
Administrator to furnish the Portfolios with accounting and administrative
services as set forth in Article 2 below. The Administrator hereby accepts such
employment to perform the duties set forth below. The Administrator shall, for
all purposes herein, be deemed to be an independent contractor.
ARTICLE 2. Administrative and Accounting Services. The Administrator shall
perform or supervise the performance by others of the accounting and
administrative services set forth in Schedule B hereto. The Administrator shall
provide the Trust with all necessary office space, equipment, personnel,
compensation and facilities (including facilities for shareholders' and
Trustees' meetings) for providing such services. The Administrator may
sub-contract with third parties to perform certain of the services to be
performed by the Administrator hereunder; provided, however, that the
Administrator shall remain principally responsible to the Trust for the acts and
omissions of such other entities. In meeting its duties hereunder, the
Administrator shall have the general authority to do all acts deemed in the
Administrator's good faith belief to be necessary and proper to perform its
obligations under this Agreement.
ARTICLE 3. Allocation of Charges and Expenses.
(A) The Administrator. The Administrator shall furnish at its own expense
the executive, supervisory and clerical personnel necessary to perform its
obligations under this Agreement. The Administrator shall also pay all
compensation, if any, of officers of the Trust as well as all Trustees of the
Trust who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Trust (other than any affiliated person of
the Administrator) retained by the Trustees of the Trust to perform services on
behalf of the Trust.
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(B) Fund Expenses. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust not otherwise allocated in this Agreement,
including, without limitation, organizational costs, taxes, expenses for legal
and auditing services, the expenses of preparing (including typesetting),
printing and mailing reports, prospectuses, statements of additional
information, proxy solicitation material and notices to existing shareholders,
all expenses incurred in connection with issuing and redeeming Shares, the costs
of pricing services, the costs of custodial services, the cost of initial and
ongoing registration of the Shares under Federal and state securities laws, fees
and out-of-pocket expenses of Trustees who are not affiliated persons of the
Administrator or any affiliated corporation of the Administrator, the costs of
Trustees' meetings, insurance, interest, brokerage costs, litigation and other
extraordinary or nonrecurring expenses, and all fees and charges of service
providers to the Trust. The Trust shall reimburse the Administrator for its
reasonable out-of-pocket expenses, including all reasonable charges for SAS 70
audit charges, and reasonable copying, postage, telephone, and fax charges
incurred by the Administrator in the performance of its duties. Notwithstanding
the foregoing, under no circumstances shall the Administrator be entitled to
reimbursement for travel and lodging expenses incurred by its officers and
employees in connection with attendance at meetings of the Trust's Board of
Trustees.
ARTICLE 4. Compensation of the Administrator. The Trust shall pay to the
Administrator compensation at the annual rate specified in Schedule C to this
Agreement until this Agreement is terminated in accordance with Article 6. Such
compensation shall be calculated and accrued daily, and paid to the
Administrator monthly. If this Agreement becomes effective subsequent to the
first day of a month or terminates before the last day of a month, the
Administrator's compensation for that part of the month in which this Agreement
is in effect shall be prorated in a manner consistent with the calculation of
the fees as set forth above. Payment of the Administrator's compensation for the
preceding month shall be made promptly.
ARTICLE 5. Limitation of Liability of the Administrator. The duties of the
Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting from
willful misfeasance, bad faith or negligence in the performance of its duties,
or by reason of reckless disregard of its obligations and duties hereunder. (As
used in this Article 5, the term "Administrator" shall include Trustees,
officers, employees and other agents of the Administrator as well as that entity
itself.) Under no circumstances shall the Administrator be liable to the Trust
for consequential, indirect or punitive damages. Under no circumstances shall
the Administrator's liability with respect to any event giving rise to a claim
under this Agreement exceed the greater of (i) $750,000 or (ii) the aggregate
amount paid by the Trust to the Administrator as fees during the 12 months prior
to the event giving rise to the claim.
So long as the Administrator, or its agents, acts without willful
misfeasance, bad faith or negligence in the performance of its duties, and
without reckless disregard of its obligations and duties hereunder, the Trust
assumes full responsibility and shall indemnify the Administrator and hold it
harmless from and against any and all actions, suits and claims, whether
groundless or otherwise, and from and against any and all losses, damages,
costs, charges, reasonable counsel fees
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and disbursements, payments, expenses and liabilities (including reasonable
investigation expenses) arising directly or indirectly out of any act or
omission of the Administrator in carrying out its duties hereunder. The
indemnity and defense provisions set forth herein shall indefinitely survive the
termination of this Agreement.
The indemnification rights of the Administrator hereunder shall include
the right to reasonable advances of defense expenses in the event of any pending
or threatened litigation with respect to which indemnification hereunder may
ultimately be merited upon receipt of an undertaking by the Administrator to
repay such amounts if it shall ultimately be determined that the Administrator
is not entitled to be indemnified by the Trust hereunder. In order that the
indemnification provisions contained herein shall apply, however, it is
understood that if in any case the Trust may be asked to indemnify or hold the
Administrator harmless, the Trust shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care to identify and
notify the Trust promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Trust, but failure to do so shall not affect the rights hereunder unless
such failure has a material adverse effect on the Trust's ability to defend the
claim. In no event and under no circumstances shall the Administrator be liable
to anyone, including, without limitation, the Trust, for consequential, indirect
or punitive damages for any act or failure to act under any provision of this
Agreement.
The Trust shall be entitled to participate at its own expense or, if it so
elects, to assume the defense of any suit brought to enforce any claims subject
to this indemnity provision. If the Trust elects to assume the defense of any
such claim, the defense shall be conducted by counsel chosen by the Trust and
satisfactory to the Administrator, whose approval shall not be unreasonably
withheld. In the event that the Trust elects to assume the defense of any suit
and retain counsel, the Administrator shall bear the fees and expenses of any
additional counsel retained by it. If the Trust does not elect to assume the
defense of a suit, it will reimburse the Administrator for the reasonable fees
and expenses of any counsel retained by the Administrator.
The Administrator may apply to the Trust at any time for instructions and
may consult legal counsel for the Trust or its own legal counsel or accountants
and other experts with respect to any matter arising in connection with the
Administrator's duties. The Administrator shall not be liable or accountable
hereunder for any action taken or omitted by it in good faith in accordance with
instructions from the Trust or with the opinion of legal counsel to the Trust,
or legal counsel, accountants or other experts chosen by the Administrator and
reasonably acceptable to the Trust.
Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. Nor shall the Administrator be held to have
notice of any change of authority of any officers, employee or agent of the
Trust until receipt of written notice thereof from the Trust.
Nothing herein shall make the Administrator liable for the performance or
omissions of unaffiliated third parties not under the Administrator's reasonable
control such as, by way of
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example and not limitation, transfer agents, custodians, investment advisers or
sub-advisers, postal or delivery services, telecommunications providers and
processing and settlement services.
ARTICLE 6. Indemnification of the Trust. So long as the Trust, or its
agents, acts without willful misfeasance, bad faith or negligence in the
performance of its duties, and without reckless disregard of its obligations and
duties hereunder, the Administrator assumes full responsibility and shall
indemnify the Trust and hold it harmless from and against any and all actions,
suits and claims, whether groundless or otherwise, and from and against any and
all losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses)
arising directly or indirectly out of any act or omission of the Trust in
carrying out its duties hereunder. The indemnity and defense provisions set
forth herein shall indefinitely survive the termination of this Agreement.
The indemnification rights of the Trust hereunder shall include the right
to reasonable advances of defense expenses in the event of any pending or
threatened litigation with respect to which indemnification hereunder may
ultimately be merited upon receipt of an undertaking by the Trust to repay such
amounts if it shall ultimately be determined that the Trust is not entitled to
be indemnified by the Administrator hereunder. In order that the indemnification
provisions contained herein shall apply, however, it is understood that if in
any case the Administrator may be asked to indemnify or hold the Trust harmless,
the Administrator shall be fully and promptly advised of all pertinent facts
concerning the situation in question, and it is further understood that the
Trust will use all reasonable care to identify and notify the Administrator
promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification against the Administrator,
but failure to do so shall not affect the rights hereunder unless such failure
has a material adverse effect on the Administrator's ability to defend the
claim. In no event and under no circumstances shall the Trust be liable to
anyone, including, without limitation, the Administrator, for consequential,
indirect or punitive damages for any act or failure to act under any provision
of this Agreement.
The Administrator shall be entitled to participate at its own expense or,
if it so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity provision. If the Administrator elects to assume the
defense of any such claim, the defense shall be conducted by counsel chosen by
the Administrator and satisfactory to the Trust, whose approval shall not be
unreasonably withheld. In the event that the Administrator elects to assume the
defense of any suit and retain counsel, the Trust shall bear the fees and
expenses of any additional counsel retained by it. If the Administrator does not
elect to assume the defense of a suit, it will reimburse the Trust for the
reasonable fees and expenses of any counsel retained by the Trust.
ARTICLE 7. Duration and Termination of this Agreement. This Agreement
shall become effective on the date set forth in Schedule C hereto and shall
remain in effect for the full duration of the Initial Term and each Renewal
Term, each as set forth in Schedule C, unless terminated in accordance with the
provisions of this Article 6. This Agreement may be terminated only: (a) by
either party at the end of the Initial Term or the end of any Renewal Term on 90
days' prior written notice; (b) by either party hereto on such date as is
specified in written notice given by the terminating party, in the event of a
material failure by the other party to perform its responsibilities
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under this Agreement, provided the terminating party has notified the other
party of such material breach at least 45 days prior to the specified date of
termination and the breaching party has not remedied such breach by the
specified date; or (c) as to any Portfolio or the Trust, effective upon the
liquidation of such Portfolio or the Trust, as the case may be. For purposes of
this paragraph, the term "liquidation" shall mean a transaction in which the
assets of the Trust or a Portfolio are sold or otherwise disposed of and
proceeds therefrom are distributed in cash to the shareholders in complete
liquidation of the interests of such shareholders in the entity.
ARTICLE 8. Activities of the Administrator. The services of the
Administrator rendered to the Trust are not exclusive. The Administrator is free
to render such services to others and to have other businesses and interests.
ARTICLE 9. Confidentiality. The Administrator agrees on behalf of itself
and its employees to treat confidentially all records and other information
relative to the Trust and its shareholders received by the Administrator in
connection with this Agreement, including any non-public personal information as
defined in Regulation S-P, and that it shall not use or disclose any such
information except for the purpose of carrying out the terms of this Agreement;
provided, however, that the Administrator may disclose such information as
required by law or after prior notification to and approval in writing by the
Trust, which approval may not be withheld where the Administrator may be exposed
to civil or criminal contempt proceedings or penalties for failure to comply.
ARTICLE 10. Certain Records. The Administrator shall maintain customary
records, including any records required to be maintained by applicable law, in
connection with its duties as specified in this Agreement. Any records required
to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940
Act which are prepared or maintained by the Administrator on behalf of the Trust
shall be prepared and maintained at the expense of the Administrator, but shall
be the property of the Trust and will be made available to or surrendered
promptly to the Trust on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Trust has
agreed to indemnify the Administrator against such liability.
ARTICLE 11. Compliance With Governmental Rules and Regulations. The
Administrator undertakes to comply in all material respects with applicable
requirements of the 1933 Act, the 1934 Act, the 1940 Act and any laws, rules and
regulations of governmental authorities having jurisdiction with respect to the
duties to be performed by the Administrator hereunder.
ARTICLE 12. Entire Agreement; Amendments. This Agreement constitutes the
entire agreement between the parties hereto and supersedes any prior agreement,
draft or proposal with respect to the subject matter hereof. This Agreement or
any part hereof may be changed or waived
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only by an instrument in writing signed by the party against which enforcement
of such change or waiver is sought.
ARTICLE 13. Assignment. This Agreement shall not be assignable by
either party without the prior written consent of the other party.
ARTICLE 14. Waiver. Any term or provision of this Agreement may be waived
at any time by the party entitled to the benefit thereof by written instrument
executed by such party. No failure of either party hereto to exercise any power
or right granted hereunder, or to insist upon strict compliance with any
obligation hereunder, and no custom or practice of the parties with regard to
the terms of performance hereof, will constitute a waiver of the rights of such
party to demand full and exact compliance with the terms of this Agreement.
ARTICLE 15. Notice. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, federal express (or substantially similar delivery service),
postage prepaid, addressed by the party giving notice to the other party at
the last address furnished by the other party to the party giving notice: if
to the Trust, at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; 15th Floor; ▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; Attention: President; and if to the Administrator at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇; Attention: General Counsel.
ARTICLE 16. Force Majeure. No breach of any obligation of a party to this
Agreement will constitute an event of default or breach to the extent it arises
out of a cause, existing or future, that is beyond the control and without
negligence of the party otherwise chargeable with breach or default, including
without limitation: work action or strike; lockout or other labor dispute;
flood; war; riot; theft; earthquake or natural disaster. Either party desiring
to rely upon any of the foregoing as an excuse for default or breach will, when
the cause arises, give to the other party prompt notice of the facts which
constitute such cause; and, when the cause ceases to exist, give prompt notice
thereof to the other party.
ARTICLE 17. Equipment Failures. In the event of equipment failures beyond
the Administrator's control, the Administrator shall, at no additional expense
to the Trust, take reasonable and prompt steps to minimize service interruptions
but shall have no liability with respect thereto. The Administrator shall
develop and maintain a plan for recovery from equipment failures which may
include contractual arrangements with appropriate parties making reasonable
provision for emergency use of electronic data processing equipment to the
extent appropriate equipment is available.
ARTICLE 18. Definitions of Certain Terms. The term "affiliated person,"
when used in this Agreement, shall have the meaning specified in the 1940 Act
and the rules and regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission.
ARTICLE 19. Headings. All Article headings contained in this Agreement are
for convenience of reference only, do not form a part of this Agreement and will
not affect in any
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way the meaning or interpretation of this Agreement. Words used herein,
regardless of the number and gender specifically used, will be deemed and
construed to include any other number, singular or plural, and any other gender,
masculine, feminine, or neuter, as the contract requires.
ARTICLE 20. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Delaware and the applicable provisions of the 1940
Act. To the extent that the applicable laws of the State of Delaware, or any of
the provisions herein, conflict with the applicable provisions of the 1940 Act,
the latter shall control.
ARTICLE 21. Limitation of Liability. Notice is hereby given that this
Agreement is executed on behalf of the Trustees of the Trust as trustees and not
individually, and that all obligations of this Agreement are not binding upon
any of the trustees, officers, agents or shareholders of any of the Portfolios
or the Trust individually, but binding only upon the assets and property of the
Portfolios or the Trust. No Portfolio shall be liable for any claims against any
other Portfolio. Unless the context requires otherwise, every reference to the
Trust shall be deemed to relate solely to the particular Portfolio to which the
provision relates.
ARTICLE 22. Multiple Originals. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
ARTICLE 23. Binding Agreement. This Agreement, and the rights and
obligations of the parties hereunder, shall be binding on, and inure to the
benefit of, the parties and their respective successors and assigns.
ARTICLE 24. Severability. If any part, term or provision of this Agreement
is held to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be affected,
and the rights and obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or provision held to
be illegal or invalid.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
CAUSEWAY CAPITAL MANAGEMENT TRUST
By: /s/ ▇▇▇▇▇▇ Swan
Name: ▇▇▇▇▇▇ Swan
Title: President; Secretary
SEI INVESTMENTS MUTUAL FUNDS SERVICES
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
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SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF SEPTEMBER 20, 2001
BETWEEN
CAUSEWAY CAPITAL MANAGEMENT TRUST
AND
SEI INVESTMENTS MUTUAL FUNDS SERVICES
List of Portfolios
Portfolios: This Agreement shall apply with respect to all Portfolios of the
Trust, either now existing or in the future created. The
following is a listing of the current Portfolios of the Trust:
Causeway International Value Fund
CAUSEWAY CAPITAL MANAGEMENT TRUST SEI INVESTMENTS MUTUAL FUNDS SERVICES
By: /s/ ▇▇▇▇▇▇ Swan By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------- -----------------------
Name: ▇▇▇▇▇▇ Swan Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Secretary Title: Vice President
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SCHEDULE B
TO THE ADMINISTRATION AGREEMENT
DATED AS OF SEPTEMBER 20, 2001
BETWEEN
CAUSEWAY CAPITAL MANAGEMENT TRUST
AND
SEI INVESTMENTS MUTUAL FUNDS SERVICES
List of Services
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CASH PROCESSING
Record Transfer Agent paid-in-capital activity using an automated Transfer
Agent feed
Reconcile shares and accruals with the Transfer Agent using automated
Transfer Agent feed
Resolve cash movement discrepancies
Provide 5-day cash projections
Track differences between accrual and actual cash received from custodian
using an automated custodian feed
Provide advisor with daily cash projection
Provide one intra-day cash projection for money market advisors
Reconcile security balances with custodian using an automated custodian
feed
Identify failed trades and notify custodian
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VALIDATION OF INCOME & EXPENSE ACCRUALS
Track and validate amortization, accretion, interest, and dividend income
for securities
Modify expense accrual changes at least twice per year
Process expense payments to service providers monthly as appropriate
Process 12b-1 payments to service providers by 15th business day of each
month
Ensure income and expense categories are properly classified for reporting
purposes
Maintain book / tax differences off-line to assist in tax return
preparation (where no special transactions are involved)
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INCOME & CAPITAL GAIN DISTRIBUTIONS
Calculate and record income and capital gains as required by prospectus
Provide distribution factors to Trust, advisor, and Transfer Agent
Reconcile with Transfer Agent and resolve differences
Coordinate estimated cash payments required for capital gains and
dividends not reinvested
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SECURITY MASTER FILE & TRADE PROCESSING
Maintain one security master file with all indicative data elements
Receive automated feed of security trades not later than T+1 in SEI's
standard format
Enter same-day settlement trades on Trade Date (T).
Validate trade information
Maintain tax lot records according to a default selected by the advisor
Record all mandatory corporate actions, validating income and adjustments
Receive and record voluntary corporate actions
Track international dividend reclaims
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FUND VALUATION
Follow Board approved pricing and valuation policies that are currently
supported by SEI
Obtain security valuation quotes from reliable industry resources
Obtain broker quotes for securities whose prices cannot be obtained from
pricing vendors (up to 5% of holdings)
Manage and respond to price challenges by advisor
Investigate stale prices (3 business days for equity securities, 5
business days for fixed income securities)
Check for trading halts on securities at market close
Calculate weekly ▇▇▇▇-to-market report for money market funds
Validate prices that deviate from pre-established thresholds
Calculate Net Asset Value (NAV) of each Portfolio and each class of shares
Communicate NAVs to NASDAQ & Transfer Agent
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ACCOUNTING REPORTING
Calculate and submit all required yields to clients and 3rd party
reporting agencies
Produce 6 standard reports:
Daily Investment Overview, Schedule of Investments, Earned
Income, Transactional Detail, NAV Impact, and ▇▇▇▇-to-Market
Report
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THIRD PARTY REPORTING
Distribute daily and monthly data feeds to 23 major third party reporting
agencies
Provide fund updates to third party reporting agencies as required Assist
in resolution of errors reported by third party agencies.
Provide feeds to SEI's Fund Reporting and to the Periphonics IVR system.
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PERFORMANCE REPORTING
Provide 5 standard reports in electronic format (FTP or email):
Daily Info, Blackbar, Indices Report, Lipper Rankings, Lipper
Comparisons
Provide plot points and total return data for financial regulatory
reporting (prospectuses, annuals, semi-annuals)
Provide conversion support
Provide After-Tax Return Reporting
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FINANCIAL STATEMENT PREPARATION
Create financial statement timeline, review with client, and manage
deadlines
Contact advisor to receive trades on trade date for financial statement
(semi-annual & year end)
Review "shell" financial statements (prior year numbers, new disclosures,
etc.)
Typeset through SEI-selected typesetter (currently Global Compliance
Publishing)
Identify non-income producing securities
Send Schedule of Investments by 5th business day after end of period
(advisor must comment by 12th business day)
Incorporate advisor changes to Schedule of Investments and provide to
printer by 13th business day
Incorporate ROCSOP adjustments into financial statements
Incorporate MD&A, graphs, etc. into draft financial statement
Coordinate review with various departments (legal, tax, audit, etc.) and
coordinate changes with printer
Review "Blueline" and clear for print
Complete N-SAR and file with the SEC
Review and release ▇▇▇▇▇ version of financial statement to SEC
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TREASURY SERVICES
Set expense assumptions and review preliminary budgets with clients
Adjust budget assumptions and discuss with client quarterly
Calculate monthly revenue by 5th business day of each month
Generate 12b-1 Summary Reports
Create quarterly dividend payment report
Report on distribution plan expenditures
Provide fee and expense data for Statement of Additional Information
Complete expense section of prospectus
Process payments to advisor, sub-advisor, and administrator by 4th
business day of each month
Calculate and make payments under shareholder servicing plan
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REGULATORY ASSISTANCE (COMPLIANCE)
Compile reports for audits, where data resides only at SEI
Assist with SEC inquiries or requests for information with respect to
records retained or service provided by SEI
Prepare and file ▇▇▇▇▇ filings for semi-annual N-SAR and annual form 24f-2
File N-30Ds
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PORTFOLIO COMPLIANCE POST-TRADE (SECONDARY) CHECKS
Conduct secondary, T+2 quantitative compliance checks on portfolios
Update and maintain limitations tests
Research potential portfolio deviations
Provide advisors with notice of potential deviations
Conduct quarterly IRS diversification tests (Subchapter M)
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COMPLIANCE TRAINING & CONSULTING
Monitor regulatory developments and communicate material changes as needed
Provide client with SEI's Compliance Manual
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TAX SERVICES
Compute required capital gains distributions
Prepare estimated capital gain distributions twice per year (fiscal year
end and excise).
Prepare federal and state tax returns for each RIC Portfolio
Coordinate foreign tax credit notification to shareholders
Prepare year-end 60-day notices
Prepare year-end provision and tax footnotes
Provide data for year end 1099 and supplemental tax letters
Calculate reallocations of income and notify Transfer Agent
Conduct required income qualification tests
Apply for TIN / EINs to commence business of new RIC Portfolios
Compute allocation of undistributed tax basis income to redeeming
shareholders in accordance with the tax equalization methodology approved
by the Advisor (if requested by the Advisor).
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FUND MANAGEMENT
Respond to SEC inquiries
Prepare board books
Coordinate with fund's outside counsel on new policies and procedures
Document portfolio compliance violations on a quarterly basis
Provide advisors with quarterly "advisor checklist" with affiliated trades
and authorized signers
Attend board meetings as an interested party (one SEI representative).
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PRODUCE REGULATORY REPORTS
Coordinate with fund's outside counsel on reviewing N-1As, prospectuses,
supplements, and SAIs
Provide plot points and total return data for financial regulatory
reporting (prospectuses, annuals, semi-annuals, proxies)
Prepare annual and semi-annual reports, 24f-2 documents, and N-SARs (for
marketing & compliance purposes)
Proof design layout and content of prospectuses, annual and semi-annual
reports (for marketing & compliance purposes)
Ensure design is consistent with branding and "look and feel" of other
collateral materials
Recommend number and types of prospectuses
Assist in development of "wrappers" if required
Manage production timeline to ensure distribution meets all required
deadlines
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DISTRIBUTE REGULATORY REPORTS
Determine print quantities for fund direct shareholders and ADP beneficial
shareholders
Request distribution quantities and marketing quantities from client
contact
Coordinate distribution instructions with print vendor
Manage distribution process to all registered, beneficial, and omnibus
shareholders for mailing up to 4 components.
Manage distribution process to all other interested parties
(broker/dealers, vendors, fulfillment warehouse, etc.)
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GENERAL LEGAL CONSULTING
Respond to ad hoc legal requests, where expertise resides at SEI.
Provide interpretations of significant new federal securities laws
and regulations.
Coordinate, as required, with fund's outside legal counsel. Coordinate
Blue Sky filings and monitor Blue Sky compliance through ClearSky or other
service provider.
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, ▇▇▇▇ ▇▇▇▇▇, etc.) and other financial intermediaries
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PROJECT MANAGEMENT
Provide consulting and project planning / project management for new
funds, products, share classes, or load structures
Provide consulting and project planning / project management for launch of
new fund families
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OPERATIONS SUPPORT / VENDOR MANAGEMENT
Apply for CUSIPs when new Portfolios are opened
Apply for NASDAQ ticker symbols and NASDAQ media listings
Assist in resolving material "as of" trades
Notify vendors of changes in products, policies, procedures
Compile third party financier reports, if necessary (FEP funding, etc.)
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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
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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
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COORDINATE PRINT PRODUCTION FOR MARKETING MATERIALS
Coordinate print production, to include suggesting preferred providers
depending upon type of print job
Provide vendor oversight if vendor is on preferred provider list
Review and process invoices for printing services
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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
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.
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PERIPHONICS INTERACTIVE VOICE RESPONSE SUPPORT (VRU) (LEVEL 2 ONLY - SEE
"INVESTOR SERVICES")
Coordinate establishment of selected IVR model (priceline, price &
performance, or full service)
Receive financial data from named administrator / accountant
Coordinate initial scripting services, in English
Coordinate scripting changes, up to 4 per year
Oversee maintenance and ongoing programming of the service as required
Provide monthly usage reports to management
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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.
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ACS (LEVEL 2 ONLY - SEE "INVESTOR SERVICES" ABOVE)
Coordinate conversion of client onto ACS system.
Populate ACS database with profile identifiers (class codes, channel
codes, phone types, etc.). Code funds as production or non-production
based on the client's needs. Provide quality control over database
content.
Consult on troubleshooting issues; provide client-servicing aspect of ACS'
system.
Facilitate coordination with ACS for client-specific mandatory fields and
additional enhancements.
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FULFILLMENT SERVICES (BY R.R. ▇▇▇▇▇▇▇▇)
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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PROXY COORDINATION
Conduct preliminary evaluation of distribution channels prior to record
date.
Make recommendations for critical dates based on operational needs.
Notify client of any potential issues.
Coordinate with proxy's master tabulator to distribute material (up to 4
components) and track shareholder responses.
Notify Transfer Agent and ADP beneficial to capture record date data.
Determine registered and ADP beneficial print quantities.
Manage telephone solicitation vendor if necessary.
Forward voting results from tabulator, weekly up to 2 weeks out and then
daily until meeting date.
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S/H TAX COMMUNICATIONS (WITH DST AS TRANSFER AGENT)
Facilitate communications with Transfer Agent during planning stages
Quality check fund profile forms prior to submission to the Transfer Agent
Coordinate completion, review, and approval of special shareholder tax
inserts Coordinate printing and delivery of special shareholder tax
inserts for fund direct shareholders
Provide single copy of special shareholder tax insert to client or other
interested party
Conduct on-site quality check to ensure that inserts are included with
proper tax forms
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S/H STATEMENTS (WITH DST AS TRANSFER AGENT & OTI AS PRINT VENDOR)
Provide basic statement platform options and processing at pre-determined
discounted rate
Review copies of live statements for aesthetic accuracy when changes are
made
Coordinate messages and inserts on statements
Conduct monthly quality assurance checks off-site for statement data and
aesthetics
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CAUSEWAY CAPITAL MANAGEMENT TRUST SEI INVESTMENTS MUTUAL FUNDS SERVICES
By: /s/ ▇▇▇▇▇▇ Swan By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------- ----------------------
Name: ▇▇▇▇▇▇ Swan Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Secretary Title: Vice President
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SCHEDULE C
TO THE ADMINISTRATION AGREEMENT
DATED AS OF SEPTEMBER 20, 2001
BETWEEN
CAUSEWAY CAPITAL MANAGEMENT TRUST
AND
SEI INVESTMENTS MUTUAL FUNDS SERVICES
Fees: Pursuant to Article 4, Trust shall pay the Administrator the
following fees, calculated based upon the aggregate average daily
net assets ("assets") of the Trust:
0.15% of the assets not exceeding $250 million;
0.125% of the assets exceeding $250 million but not exceeding
$500 million;
0.10% of the assets exceeding $500 million but not exceeding
$1 billion; and
0.07% of the assets exceeding $1 billion
This fee schedule is subject to a minimum annual fee of $165,000 for
all Portfolios and classes in existence as of the effective date of
this Agreement. The minimum annual fee shall be increased $80,000
for each Portfolio created after the effective date of this
Agreement. In addition, the minimum annual fee shall be increased
$20,000 for each new class added to a Portfolio of the Trust after
the effective date of this Agreement, as well as for each class in
excess of two (2) for new Portfolios added after the effective date
of this Agreement.
Fee Adjustments:
The asset based and minimum annual fees include telephone support
services denoted "Level 1" as described in Schedule B under the
heading "Investor Services." Beginning with the first month that the
Trust begins receiving telephone support services denoted "Level 2,"
the minimum annual fee shall increase to $215,000.
In addition to the foregoing, telephone support service provided by
the Administrator in excess of the number of (i) live agent
telephone calls described for a particular service level shall be
assessed at a charge of $6.50 per call, and (ii) VRU calls described
for a particular service level shall be assessed at a charge of
$0.75 per call.
Each e-mail handled pursuant to the email-support services described
in Schedule B under the heading "E-mail Response Support" shall be
assessed at a charge of $12.00.
Term: This Agreement shall become effective on the effective date the
Trust's registration statement and shall remain in effect for a
period of five years from such date
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("Initial Term") and, thereafter, for successive terms of one year
each (each a "Renewal Term"), unless and until this Agreement is
terminated in accordance with the provisions of Article 6 hereof.
Misc.: Trust acknowledges and agrees that Administrator reserves the right
to impose a five percent (5%) per annum surcharge on a Portfolio
basis against the Portfolios in the event the Funds have not
implemented by the first anniversary of this Agreement an automated
trade ticket process with Administrator to facilitate the orderly
and timely processing of Portfolio transactions, valuations and
reconciliations.
CAUSEWAY CAPITAL MANAGEMENT TRUST SEI INVESTMENTS MUTUAL FUNDS SERVICES
By: /s/ ▇▇▇▇▇▇ Swan By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
________________________ _________________________
Name: ▇▇▇▇▇▇ Swan Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Secretary Title: Vice President
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