Exhibit 23(e)
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this 20th day of September, 2001 between
Causeway Capital Management Trust ("the Trust"), a Delaware business trust and
SEI Investments Distribution Co. (the "Distributor"), a Pennsylvania
corporation.
WHEREAS, the Trust is registered as an investment company with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940, as amended (the "1940 Act"), and its shares are registered with the SEC
under the Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended, is a member of the
National Association of Securities Dealers, Inc., and is a securities firm
engaged in the business of selling shares of investment companies either
directly to purchasers or through financial intermediaries, including without
limitation, brokers, dealers, retirement plans, financial consultants,
registered investment advisers and mutual fund supermarkets ("financial
intermediaries");
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Trust and Distributor hereby agree as follows:
ARTICLE 1. Appointment of Distributor; Sale of Shares. The Trust appoints
the Distributor as its principal underwriter and distributor and grants to the
Distributor the exclusive right to sell units (the "Shares") of the portfolios
(the "Portfolios") of the Trust at the net asset value per Share, plus any
applicable sales charges in accordance with the relevant current prospectus and
statement of additional information, as agent and on behalf of the Trust, to
fill orders for Shares of a Portfolio placed with the Distributor by investors
or financial intermediaries, during the term of this Agreement and subject to
the registration requirements of the 1933 Act, the rules and regulations of the
SEC and the laws governing the sale of securities in the various states ("Blue
Sky Laws").
The Shares are to be sold by the Distributor, as agent for the Trust, to
investors at the public offering price or to financial intermediaries having
agreements with the Distributor pursuant to Article 5 hereof. The Trust shall
have the right to suspend the sale of its Shares when the New York Stock
Exchange is closed, when trading on such Exchange is suspended, when trading on
such Exchange is restricted, when an emergency as determined by the SEC exists
as a result of which disposal by a portfolio of securities owned by it is not
reasonably practicable or it is not reasonably practicable for a Portfolio
fairly to determine the value of its net assets, or during any other period when
the SEC, by order, so permits.
ARTICLE 2. Solicitation of Sales. In consideration of these rights granted
to the Distributor, the Distributor agrees to use all reasonable efforts in
connection with the distribution of Shares of the Trust; provided, however, that
the Distributor shall not be prevented from entering into like arrangements with
other issuers. The provisions of this Article do not obligate the Distributor to
register as a broker or dealer under the Blue Sky Laws of any jurisdiction when
it
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determines it would be uneconomical for it to do so or to maintain its
registration in any jurisdiction in which it is now registered or obligate the
Distributor to sell any particular number of Shares.
ARTICLE 3. Authorized Representations. The Distributor is not authorized
by the Trust to give any information or to make any representations other than
those contained in the current registration statements and prospectuses of the
Trust filed with the SEC or contained in shareholder reports or other material
that may be prepared by or on behalf of the Trust for the Distributor's use. The
Distributor may prepare and distribute sales literature and other material as it
may deem appropriate, provided that such literature and materials have been
prepared in accordance with applicable rules and regulations.
ARTICLE 4. Registration of Shares. The Trust agrees that it will take all
action necessary to register Shares under the federal and state securities laws
so that there will be available for sale the number of Shares the Distributor
may reasonably be expected to sell and to pay all fees associated with said
registration. The Trust shall make available to the Distributor such number of
copies of its currently effective prospectus and statement of additional
information as the Distributor may reasonably request. The Trust shall furnish
to the Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection with
the distribution of Shares of the Trust.
ARTICLE 5. Agreements with Financial Intermediaries. The Distributor shall
have the right to enter into agreements with financial intermediaries of its
choice for the sale of Shares and to fix therein the portion of the sales
charge, if any, that may be allocated to the financial intermediaries on such
terms and conditions as the Distributor shall deem necessary or appropriate;
provided, however, that the Distributor shall periodically inform the Trustees
of the nature and substance of such agreements. Shares sold to financial
intermediaries shall be for resale by such intermediaries only at the public
offering price(s) set forth in the applicable prospectus and statement of
additional information or as otherwise permissible under the federal and state
securities laws. With respect to financial intermediaries who are acting as
brokers or dealers within the United States, the Distributor shall offer and
sell Shares, as agent for the Trust, only to such financial intermediaries who
are members in good standing of the NASD and who agree to abide by the Conduct
Rules of the NASD, as amended from time to time.
ARTICLE 6. Compensation. As compensation for providing the services under
this Agreement:
(a) The Distributor shall receive from the Trust:
(1) all distribution and service fees, as applicable, at the rate
and under the terms and conditions set forth in each distribution
and/or shareholder services plan applicable to the appropriate class
of shares of each Portfolio, as such plans may be amended from time
to time, and subject to any further limitations on such fees as the
Board of Trustees of the Trust may impose;
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(2) all front-end sales charges, if any, on purchases of Shares of
each Portfolio sold subject to such charges as described in the
Trust's registration statement and current prospectuses and
statements of additional information, as amended from time to time.
The Distributor, or brokers, dealers and other financial
institutions and intermediaries that have entered into
sub-distribution agreements with the Distributor, may collect the
gross proceeds derived from the sale of such Shares, remit the net
asset value thereof to the Trust upon receipt of the proceeds and
retain the applicable sales charge; and
(3) all contingent deferred sales charges ("CDSCs") applied on
redemptions of Shares subject to such charges on the terms and
subject to such waivers as are described in the Trust's registration
statement and current prospectuses and statements of additional
information, as amended from time to time, or as otherwise required
pursuant to applicable law.
(b) The Distributor may reallow any or all of the distribution or\
service fees, front-end sales charges and CDSCs which it is paid by the
Trust to such brokers, dealers and other financial institutions and
intermediaries as the Distributor may from time to time determine.
ARTICLE 7. Indemnification of Distributor. The Trust agrees to indemnify
and hold harmless the Distributor and each of its directors and officers and
each person, if any, who controls the Distributor within the meaning of Section
15 of the 1933 Act against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees and
disbursements incurred in connection therewith), arising by reason of any person
acquiring any Shares, based upon the ground that the registration statement,
prospectuses, statements of additional information, shareholder reports or other
information filed or made public by the Trust (as from time to time amended)
included an untrue statement of a material fact or omitted to state a material
fact required to be stated or necessary in order to make the statements made not
misleading. However, the Trust does not agree to indemnify the Distributor or
hold it harmless to the extent that a statement or omission was made in reliance
upon, and in conformity with, information furnished to the Trust by or on behalf
of the Distributor.
In no case (i) is the indemnity of the Trust to be deemed to protect the
Distributor against any liability to the Trust or its shareholders to which the
Distributor or such person otherwise would be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement, or (ii) is the Trust to be liable to the Distributor under the
indemnity agreement contained in this Article with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
other person shall have notified the Trust in writing of the claim within a
reasonable time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the
Distributor or such other person (or after the Distributor or the person shall
have received notice of service on any designated agent). However, failure to
notify the Trust of any claim shall not relieve the Trust from any liability
which it may have to the Distributor or any person under this Article unless
such failure has a material adverse effect on the Trust's ability to defend the
claim.
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The Trust shall be entitled to participate at its own expense in the
defense 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 indemnified defendants in the suit
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 indemnified
defendants shall bear the fees and expenses of any additional counsel retained
by them. If the Trust does not elect to assume the defense of a suit, it will
reimburse the indemnified defendants for the reasonable fees and expenses of any
counsel retained by the indemnified defendants.
The Trust agrees to notify the Distributor promptly of the commencement of
any litigation or proceedings against it or any of its officers or Trustees in
connection with the issuance or sale of any of its Shares.
ARTICLE 8. Indemnification of Trust. The Distributor agrees that it will
indemnify and hold harmless the Trust and each of its Trustees and officers and
each person, if any, who controls the Trust within the meaning of Section 15 of
the 1933 Act, against any loss, liability, claim, damages or expense (including
the reasonable cost of investigating or defending any alleged loss, liability,
claim, damages or expense and reasonable counsel fees incurred in connection
therewith) arising by reason of any person acquiring any Shares, and alleging a
wrongful act of the Distributor or any of its employees or alleging that the
registration statement, prospectuses, statements of additional information,
shareholder reports or other information filed or made public by the Trust (as
from time to time amended) included an untrue statement of a material fact or
omitted to state a material fact required to be stated or necessary in order to
make the statements made not misleading. However, the Distributor does not agree
to indemnify the Trust or hold it harmless to the extent that a statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Distributor by or on behalf of the Trust.
In no case (i) is the indemnity of the Distributor in favor of the Trust
or any other person indemnified to be deemed to protect the Trust or any other
person against any liability to which the Trust or such other person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this Article
with respect to any claim made against the Trust or any person indemnified
unless the Trust or person, as the case may be, shall have notified the
Distributor in writing of the claim within a reasonable time after the summons
or other first written notification giving information of the nature of the
claim shall have been served upon the Trust or upon any person (or after the
Trust or such person shall have received notice of service on any designated
agent). However, failure to notify the Distributor of any claim shall not
relieve the Distributor from any liability which it may have to the Trust or any
person under this Article unless such failure has a material adverse effect on
the Trust's ability to defend the claim.
The Distributor shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the Distributor
elects to assume the defense of any such claim, the defense shall be conducted
by counsel chosen by the Distributor and satisfactory to the indemnified
defendants in
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the suit whose approval shall not be unreasonably withheld. In the event that
the Distributor elects to assume the defense of any suit and retain counsel, the
indemnified defendants shall bear the fees and expenses of any additional
counsel retained by them. If the Distributor does not elect to assume the
defense of any suit, it will reimburse the indemnified defendants for the
reasonable fees and expenses of any counsel retained by the indemnified
defendants.
The Distributor agrees to notify the Trust promptly of the commencement of
any litigation or proceedings against it or any of its officers in connection
with the issue and sale of any of the Trusts' Shares.
ARTICLE 9. Consequential Damages. In no event and under no circumstances
shall either party to this Agreement be liable to anyone, including, without
limitation, the other party, for consequential damages for any act or failure to
act under any provision of this Agreement.
ARTICLE 10. Effective Date. This Agreement shall be effective upon its
execution, and, unless terminated as provided, shall continue in force for two
year(s) from the effective date and thereafter from year to year, provided that
such annual continuance is approved by (i) either the vote of a majority of the
Trustees of the Trust, or the vote of a majority of the outstanding voting
securities of the Trust, and (ii) the vote of a majority of those Trustees of
the Trust who are not parties to this Agreement or the Trust's distribution
plan, if any, or interested persons of any such party ("Qualified Trustees"),
cast in person at a meeting called for the purpose of voting on the approval.
This Agreement shall automatically terminate in the event of its assignment. As
used in this Article the terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested person" shall have the respective
meanings specified in the 1940 Act. In addition, this Agreement may at any time
be terminated without penalty by the Distributor, by a vote of a majority of
Qualified Trustees or by vote of a majority of the outstanding voting securities
of the Trust upon not less than sixty days' prior written notice to the other
party.
ARTICLE 11. Notices. 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, 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 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇, and if to the Distributor, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
ARTICLE 12. Limitation of Liability. A copy of the Certificate of Trust of
the Trust is on file with the Secretary of State of the State of Delaware, and
notice is hereby given that this Agreement is executed on behalf of the Trustees
of the Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees, officers or shareholders of
the Trust individually but binding only upon the assets and property of the
Trust or applicable series of the Trust.
ARTICLE 13. Entire Agreement; Amendments. This Agreement constitutes the
entire agreement between the parties hereto and supersedes any prior agreement,
draft or agreement or proposal with respect to the subject matter hereof. This
Agreement or any part hereof may be changed or waived only by an instrument in
writing signed by the party against which enforcement of such change or waiver
is sought.
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ARTICLE 14. 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 15. 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 16. 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.
IN WITNESS WHEREOF, the Trust and Distributor have each duly executed this
Agreement, as of the day and year above written.
CAUSEWAY CAPITAL MANAGEMENT TRUST
By: /s/ ▇▇▇▇▇▇ Swan
Name: ▇▇▇▇▇▇ Swan
Title: President; Secretary
SEI INVESTMENTS DISTRIBUTION CO.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
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