[Form of]
FEE AGREEMENT
Fee Agreement made as of April 28, 2008, between CAUSEWAY CAPITAL
MANAGEMENT TRUST, a Delaware statutory trust ("Trust"), and CAUSEWAY CAPITAL
MANAGEMENT LLC ("Causeway"), a Delaware limited liability company registered as
an investment adviser under the Investment Advisers Act of 1940, as amended;
WHEREAS the Trust is registered under the Investment Company Act of 1940,
as amended, as an open-end management investment company, and has established a
new series of shares of beneficial interest, which corresponds to a distinct
portfolio, and is known as Causeway Global Value Fund (the "Fund");
WHEREAS the Trust has entered into an Investment Advisory Agreement, dated
as of September 20, 2001, between the Trust and Causeway (the "Investment
Advisory Agreement");
WHEREAS the Investment Advisory Agreement contemplates the addition of new
series of the Trust, upon execution of a fee agreement with respect to such
newly-established series; and
WHEREAS the Trust desires to retain Causeway as investment adviser to
furnish investment advisory and portfolio management services to the Trust with
respect to the Fund, and Causeway is willing to furnish such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints Causeway as investment
adviser of the Fund for the period set forth in this Fee Agreement. Causeway
accepts such appointment and agrees to render the services herein set forth, for
the compensation herein provided.
2. Incorporation of the Investment Advisory Agreement. Except as
provided herein, all terms and conditions of the Investment Advisory Agreement
are incorporated into this Fee Agreement, and the Fund shall be considered a
"Series" for all purposes under the Investment Advisory Agreement, as that term
is used in such agreement.
3. Compensation. For the services provided and the expenses assumed
pursuant to this Fee Agreement, with respect to the Fund, the Trust will pay to
Causeway a fee, computed daily and paid monthly, at an annual rate of 0.85% of
average daily net assets of the Fund. Such compensation shall be computed and
paid in accordance with the terms of the Investment Advisory Agreement.
4. Duration. Unless sooner terminated as provided in the Investment
Advisory Agreement, this Fee Agreement shall continue in effect until September
20, 2009. Thereafter, if not terminated, this Fee Agreement shall continue
automatically for successive periods of twelve months each, provided that such
continuance is specifically approved at least annually (i) by a vote of a
majority of the Independent Board Members of the Trust, cast in person at a
meeting called for the purpose of voting on such approval, and (ii) by the Board
or with respect to the Fund by vote of a majority of the outstanding voting
securities of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written.
CAUSEWAY CAPITAL MANAGEMENT TRUST
Attest:
By: By:
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Name: Name: ▇▇▇▇▇▇ Swan
Title: Title: President and Secretary
CAUSEWAY CAPITAL MANAGEMENT LLC
Attest:
By: By:
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Name: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Title: Chief Executive Officer
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