EXHIBIT 23(h)(2)
SHAREHOLDER SERVICE PLAN AND AGREEMENT
CAUSEWAY CAPITAL MANAGEMENT TRUST
Causeway Capital Management Trust (the "Trust") is an open-end investment
company registered under the Investment Company Act of 1940, as amended, and
which may consist of one or more separately managed portfolios (the
"Portfolios"). The Trust desires to retain SEI Investment Distribution Co. (the
"Distributor"), a Pennsylvania corporation, to itself provide or to compensate
service providers who themselves provide, the services described herein to
clients (the "Clients") who from time to time beneficially own shares ("Shares")
of any Portfolio of the Trust. The Distributor is willing to itself provide or
to compensate service providers for providing, such shareholder services in
accordance with the terms and conditions of this Agreement.
SECTION 1. The Distributor will provide, or will enter into written agreements
in substantially the form attached hereto as Attachment A with service providers
pursuant to which the service providers will provide, one or more of the
following shareholder services to Clients who may from time to time beneficially
own Shares:
(i) maintaining accounts relating to Clients that invest in
Shares;
(ii) providing information periodically to Clients showing their
positions in Shares;
(iii) arranging for bank wires;
(iv) responding to Client inquiries relating to the services
performed by the Distributor or any service provider;
(v) responding to inquiries from Clients concerning their
investments in Shares;
(vi) forwarding shareholder communications from the Trust (such as
proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to Clients;
(vii) processing purchase, exchange and redemption requests from
Clients and placing such orders with the Trust or its service
providers;
(viii) assisting Clients in changing dividend options, account
designations, and addresses;
(ix) providing subaccounting with respect to Shares beneficially
owned by Clients;
(x) processing dividend payments from the Trust on behalf of
Clients; and
(xi) providing such other similar services as the Trust may
reasonably request to the extent that the Distributor or the service
provider is permitted to do so under applicable laws or regulations.
SECTION 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.
SECTION 3. Neither the Distributor nor any of its officers, employees, or agents
is authorized to make any representations concerning the Trust or the Shares
except those contained in the Trust's then-current Prospectus or Statement of
Additional Information for the Shares, copies of which will be supplied to the
Distributor, or in supplemental sales literature or advertising as may be
authorized in writing.
SECTION 4. For purposes of this Agreement, the Distributor and each service
provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Trust in any matter or in any respect. By its
written acceptance of this Agreement, the Distributor agrees to and does
release, indemnify, and hold the Trust harmless from and against any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions, or inactions of or by the Distributor or its officers, employees, or
agents regarding the Distributor's responsibilities under this Agreement, the
provision of the aforementioned services to Clients by the Distributor or any
service provider, or the purchase, redemption, transfer, or registration of
Shares (or orders relating to the same) by or on behalf of Clients. The
Distributor and its officers and employees will, upon request, be available
during normal business hours to consult with representatives of the Trust or its
designees concerning the performance of the Distributor's responsibilities under
this Agreement.
SECTION 5. In consideration of the services and facilities to be provided by the
Distributor or any service provider, each Portfolio will pay to the Distributor
a fee, as agreed from time to time, at an annual rate of up to .25% (twenty-five
basis points) of the average net asset value of Shares of each Portfolio, which
fee will be computed daily and paid monthly. The Trust may, in its discretion
and without notice, suspend or withdraw the sale of any Portfolio to any service
provider for the account of any Client or Clients. The Distributor may waive all
or any portion of its fee from time to time.
SECTION 6. The Trust may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.
SECTION 7. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services provided by the Distributor
under this Agreement will in no event be primarily intended to result in the
sale of Shares.
SECTION 8. This Agreement will become effective as of the date set forth below
and shall continue until terminated by either party. This Agreement is
terminable with respect to the Shares of any Portfolio, without penalty, at any
time by the Trust or by the Distributor upon written notice to the Trust.
SECTION 9. All notices and other communications to either the Trust or to the
Distributor will be duly given if mailed, telegraphed, faxed, or transmitted by
similar communications device to the appropriate address stated herein, or to
such other address as either party may provide to the other.
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SECTION 10. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.
By their signatures, the Trust and the Distributor agree to the terms of this
Agreement effective as of September 20, 2001.
CAUSEWAY CAPITAL MANAGEMENT TRUST
By: /s/ Xxxxxx Swan
Title: President; Secretary
Address: 00000 Xxxxx Xxxxxx Xxxx.
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
SEI INVESTMENTS DISTRIBUTION CO.
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
Address: Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
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ATTACHMENT A
SHAREHOLDER SERVICE PROVIDER AGREEMENT
CAUSEWAY CAPITAL MANAGEMENT TRUST
SEI Investments Distribution Co. (the "Distributor") is the distributor
for Causeway Capital Management Trust (the "Trust"), an open-end investment
company registered under the Investment Company Act of 1940, as amended, and
which may consist of one or more separately managed portfolios (the
"Portfolios"). Pursuant to a Shareholder Service Plan and Agreement between the
Trust and the Distributor, the Distributor is authorized to retain
_________________, a _______________ (the "Service Provider") to provide the
shareholder services described in Section 1 to clients of the Service Provider
(the "Clients") who from time to time beneficially own shares (the "Shares") of
any Portfolio. The Service Provider is willing to provide such services in
accordance with the terms and conditions of this Agreement.
SECTION 1. The Service Provider agrees to provide one or more of the following
shareholder services to Clients who from time to time beneficially own shares:
(i) maintaining accounts relating to Clients that invest in
Shares;
(ii) providing information periodically to Clients showing their
positions in Shares;
(iii) arranging for bank wires;
(iv) responding to Client inquiries relating to the services
performed by the Service Provider;
(v) responding to inquiries from Clients concerning their
investments in Shares;
(vi) forwarding shareholder communications from the Trust (such as
proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to Clients;
(vii) processing purchase, exchange and redemption requests from
Clients and placing such orders with the Trust or its service
providers;
(viii) assisting Clients in changing dividend options, account
designations, and addresses;
(ix) providing subaccounting with respect to Shares beneficially
owned by Clients;
(x) processing dividend payments from the Trust on behalf of the
Clients; and
(xi) providing such other similar services as the Trust may, through
the Distributor, reasonably request to the extent that the Service
Provider is permitted to do so under applicable laws or regulations.
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SECTION 2. The Service Provider will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Service Provider's business, or any
personnel employed by the Service Provider) as may be reasonably necessary or
beneficial in order to provide the aforementioned services and assistance to
Clients.
SECTION 3. Neither the Service Provider nor any of its officers, employees, or
agents are authorized to make any representations concerning the Trust or the
Shares except those contained in the Trust's then-current Prospectus or
Statement of Additional Information for the Shares, copies of which will be
supplied to the Service provider, or in such supplemental literature or
advertising as may be authorized in writing.
SECTION 4. For purposes of this Agreement, the Service Provider will be deemed
to be an independent contractor, and will have no authority to act as agent for
the Distributor or the Trust in any matter or in any respect. By its written
acceptance of this Agreement, the Service Provider agrees to and does release,
indemnify, and hold the Distributor and the Trust harmless from and against any
and all direct or indirect liabilities or losses resulting from requests,
directions, actions, or inactions of or by the Service Provider or its officers,
employees, or agents regarding the Service Provider's responsibilities hereunder
or the purchase, redemption, transfer, or registration of Shares (or orders
relating to the same) by or on behalf of Clients. The Service Provider and its
officers and employees will, upon request, be available during normal business
hours to consult with representatives of the Distributor or the Trust or their
designees concerning the performance of the Service Provider's responsibilities
under this Agreement.
SECTION 5. In consideration of the services and facilities provided by the
Service Provider hereunder, the Distributor will pay to the Service Provider,
and the Service Provider will accept as full payment therefor, a fee, at an
annual rate of .25% (twenty-five basis points) of the average daily net asset
value of Shares of each Portfolio owned by all Clients of the Service Provider
with whom the Service Provider has a servicing relationship (the "Clients'
Shares"), which fee will be computed and paid in accordance with the shareholder
service plan adopted by the Trust. You acknowledge any compensation to be paid
to you by the Distributor shall be paid from the shareholder service plan
adopted by the Trust and that to the extent the Distributor waives any payments
to it from any such plan the amounts payable to you will also be reduced.
SECTION 6. The Trust or the Distributor may enter into other similar servicing
agreements with any other person or persons without the Service Provider's
consent.
SECTION 7. By its written acceptance of this Agreement, the Service Provider
represents, warrants, and agrees that: (i) the Service Provider will disclose to
its Clients the compensation payable to it in connection with the investment of
such Clients' assets in Shares, such compensation will be authorized by its
Clients, and such compensation will not be excessive; (ii) the services provided
by the Service Provider under this Agreement will in no event be primarily
intended to result in the sale of Shares; and (iii) if an issue pertaining to
this Agreement is submitted for shareholder approval, the Service Provider will
vote any Shares held for its own account in the same proportion as the vote of
those Shares held for its Clients' accounts.
SECTION 8. This Agreement will become effective as of the date set forth below
and shall continue until terminated by either party. This Agreement is
terminable with respect to the Shares of any Portfolio, without penalty, at any
time by the Distributor or by the Service Provider upon written notice to the
Distributor.
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SECTION 9. All notices and other communications to either the Distributor or to
the Service Provider will be duly given if mailed, telegraphed, faxed, or
transmitted by similar communications device to the appropriate address stated
herein, or to such other address as either party may provide to the other.
SECTION 10. We may modify this agreement at any time by written notice to you.
The first order placed by you subsequent to the giving of such notice shall be
deemed as your acceptance of such modification.
SECTION 11. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.
By their signatures, the Distributor and the Service Provider agree to the terms
of this Agreement.
SEI INVESTMENTS DISTRIBUTION CO.
By: Date: ________________
Title:
__________________________
(Service Provider)
By: Date: ________________
Title:
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