UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM N-CSR
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CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER 811-10467
CAUSEWAY CAPITAL MANAGEMENT TRUST
(Exact name of registrant as specified in charter)
--------
11111 Santa Monica Boulevard, Suite 1550
Los Angeles, CA 90025
(Address of principal executive offices) (Zip code)
SEI Investments Global Funds Services
One Freedom Valley Drive
Oaks, PA 19456
(Name and address of agent for service)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 1-866-947-7000
DATE OF FISCAL YEAR END: SEPTEMBER 30, 2005
DATE OF REPORTING PERIOD: SEPTEMBER 30, 2005
ITEM 1. REPORTS TO STOCKHOLDERS.
[LOGO OMITTED]
CAUSEWAY
INTERNATIONAL
VALUE FUND
(CLOSED TO NEW INVESTORS)
ANNUAL REPORT
SEPTEMBER 30, 2005
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CAUSEWAY CAPITAL MANAGEMENT LLC
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[GRAPHIC OMITTED]
TABLE OF CONTENTS
Letter to Shareholders 2
Schedule of Investments 6
Sector Diversification 11
Statement of Assets and Liabilities 12
Statement of Operations 13
Statement of Changes in Net Assets 14
Financial Highlights 15
Notes to Financial Statements 16
Report of Independent Registered
Public Accounting Firm 21
Notice to Shareholders 22
Trustee and Officer Information 23
Disclosure of Fund Expenses 26
Statement Regarding Basis for
Approval of Investment
Advisory Agreement 28
[GRAPHIC OMITTED]
LETTER TO SHAREHOLDERS
For the fiscal year ended September 30, 2005, the Causeway International Value
Fund Institutional Class returned 19.98% and the Investor Class returned 19.74%
compared to the MSCI EAFE(R) Index return of 26.32%. The majority of the Fund's
relative underperformance occurred during the last two months of this period,
specifically August and September. During this time, the Fund significantly
underperformed the Index due to our underweighting in both the Japanese market
and in cyclical stocks. Investors appeared to have an insatiable appetite for
Japanese stocks following the reelection of Prime Minister Koizumi, signs of
stronger economic activity, successful bank restructuring, merger and
acquisition activity and corporate governance improvements. In addition, buying
interest soared in cyclicals which were the perceived beneficiaries of the
continued strong economic growth in China, namely metals and mining stocks. Our
focus is identifying mispriced securities with a long-term perspective. Although
markets have reacted favorably to a bout of momentum investing, investors
invariably return to valuation and the ability of companies to generate
earnings. The Fund is well positioned for such a reversion of interest in
valuation and earnings. To add perspective to the performance picture, we note
that the three-year cumulative return of each of the Fund's classes is over 100%
through September 30, 2005. We caution investors to recognize the volatility
inherent in equity markets and maintain a long-term investing frame of mind.
Long-term equity returns rarely move in a straight line. A comparison of the
last four quarters illustrates this trend. At year-end 2004, ample liquidity
boosted global equity returns with the last three months of calendar 2004
producing solid mid-teen returns. Further, the dollar declined precipitously
versus other major currencies over these three months, amplifying international
equity returns for dollar-based investors. At the onset of 2005, following the
dramatic rise in energy prices, investors suddenly appeared concerned about the
sustainability of strong global gross domestic product ("GDP") growth. As a
result, international markets over the first six months of calendar 2005 were
essentially flat. In a dramatic turn of events, investors' attention once again
shifted 180 degrees, focusing on China's continued rapid pace of growth. During
the July through September 2005 period, global equities posted strong
double-digit returns. Many equity markets reached all-time highs in September,
including Ireland and Australia, and at the very least, every developed market
reached multi-year highs. The dollar regained some of the prior years' losses
versus most major currencies. Since January, the dollar has appreciated versus
the euro by 12.74%, versus the yen by 10.61% and versus the pound sterling by
8.52%. To put this in perspective, the translation impact of the rising dollar
on the MSCI EAFE(R) Index returns from January 1, 2005 through September 30,
2005 was 20.9% in local currency versus 9.50% in dollar terms.
From an economic standpoint, US Federal Reserve Chairman Alan Greenspan has
remained hawkish
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2
with the Fed raising rates at 11 consecutive meetings (rates have climbed nearly
3% since June 2004). China is targeting 9% annual GDP growth over the next five
years. Europe is still producing anemic yet modestly improving economic growth.
Japan may finally have a sustainable, albeit slow economic recovery underway.
Meanwhile, emerging markets are booming, driven by investors' enthusiasm for
China's growth and their willingness to assume more exposure to risk. Energy
continued its meteoric rise with oil prices reaching $70 per barrel (West Texas
Intermediate) after Hurricanes Katrina and Rita ripped through the gulf coast.
Motivated by the need for a political concession, China's central bank switched
from a dollar-pegged currency to a basket-weighted (essentially a "managed-peg")
currency. As a result, the Chinese yuan appreciated by approximately 2.25%
versus the US dollar.
The Fund's top five contributors to performance this fiscal year were
construction and toll road concessions operator, Vinci (France), two energy
giants, PetroChina (Hong Kong) and the Anglo/Dutch super-major Royal Dutch
Shell, technology and consumer electronics leader, Samsung Electronics (South
Korea), and British American Tobacco (UK). Detractors to performance in the
period included two technology hardware & equipment stocks, precisions optics
manufacturer, Konica Minolta Holdings (Japan) and electronics contractor,
Celestica (Canada), the UK's largest do-it-yourself retailer, Kingfisher,
commercial catering services company, Compass Group (UK), and telecommunication
services provider, Portugal Telecom SGPS. Retailing and telecommunications have
been two of the weakest industries globally over the past year, but our analysis
based on free cash flow generation indicates numerous investment opportunities
in these industries.
We expect China will experience a slowing of GDP growth in 2006 as it endures
the inevitable business cycle. A deceleration would have a dramatic impact on
the prices of many commodities. Although a hard landing in China is unlikely, it
would have severe implications for the global economy, with Japan and other
Asian countries especially vulnerable.
The markets rewarded cyclicality in the third quarter. However, we do not expect
those rapid gains to be sustained. Reflecting the concerns associated with these
risks, we have built a portfolio of companies generating strong free cash flows
that have significant dividend-paying potential. Through our bottom-up process,
we have identified utility-like, economically defensive, and consistent cash
flow generating companies in industries such as telecommunication services,
healthcare, transportation and consumer staples. In addition, the Fund contains
several holdings reaping windfall profits in the energy sector.
We sold or trimmed several holdings after reaching our price targets, such as
industrial gas producer, BOC Group (UK), financial services company, Lloyds TSB
Group (UK), travel reservations systems provider, Amadeus Global Travel (Spain),
tobacco company, Altadis (Spain), natural gas
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CAUSEWAY INTERNATIONAL VALUE FUND 3
utility, Enagas (Spain), telecommunication services company, China Netcom (Hong
Kong) and plumbing systems producer, Wolseley (UK). We have reinvested these and
other cash proceeds into new purchases offering higher expected returns, such as
two power utilities, Centrica (UK) and Suez (France), energy producers, BP (UK)
and PetroChina (Hong Kong), sugar refiner, Tate & Lyle (UK), financial services
company, HBOS (UK) and automobile manufacturer, Bayerische Motoren Werke
(Germany). Our screens indicate a widening of valuation discrepancies in select
industries and regions, adding a healthy dose of new purchase candidates to our
research list.
We thank you for your continued confidence in the Causeway International Value
Fund and look forward to serving you in the months and years ahead.
/s/Harry W. Hartford /s/Sarah H. Ketterer /s/James A. Doyle
Harry W. Hartford Sarah H. Ketterer James A. Doyle
Portfolio Manager Portfolio Manager Portfolio Manager
October 19, 2005
AS OF 9/30/05, AVERAGE ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS WERE
19.98% (ONE YEAR), 27.70% (THREE YEAR) AND 16.75% (SINCE INCEPTION), AND FOR THE
INVESTOR CLASS WERE 19.74% (ONE YEAR), 27.39% (THREE YEAR) AND 16.46% (SINCE
INCEPTION). INCEPTION WAS 10/26/01.
THE PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NOT AN INDICATION OF
FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL
FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH LESS THAN
THEIR ORIGINAL COST. INVESTMENT PERFORMANCE REFLECTS FEE WAIVERS IN EFFECT. IN
THE ABSENCE OF SUCH FEE WAIVERS, TOTAL RETURN WOULD BE REDUCED. TOTAL RETURNS
ASSUME REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS AT NET ASSET
VALUE WHEN PAID. INVESTOR CLASS SHARES HAVE A SHAREHOLDER SERVICES FEE OF UP TO
0.25% PER ANNUM OF AVERAGE DAILY NET ASSETS, AND WILL HAVE LOWER PERFORMANCE
THAN INSTITUTIONAL CLASS SHARES. INSTITUTIONAL CLASS SHARES HAVE NO SHAREHOLDER
SERVICES FEE. FOR MORE INFORMATION, PLEASE SEE THE PROSPECTUS.
THE ABOVE COMMENTARY EXPRESSES THE PORTFOLIO MANAGERS' VIEWS AS OF THE DATE
SHOWN AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH OR INVESTMENT
ADVICE REGARDING ANY STOCK. THESE VIEWS AND THE PORTFOLIO HOLDINGS ARE SUBJECT
TO CHANGE. THERE IS NO GUARANTEE THAT ANY FORECASTS MADE WILL COME TO PASS. THE
MSCI EAFE(R) INDEX IS AN UNMANAGED INDEX CONSISTING OF A MARKET-VALUE-WEIGHTED
AVERAGE OF THE PERFORMANCE OF INTERNATIONAL SECURITIES LISTED ON EXCHANGES IN
EUROPE, AUSTRALASIA AND THE FAR EAST. THE INDEX DOES NOT REFLECT THE PAYMENT OF
TRANSACTION COSTS, FEES AND EXPENSES ASSOCIATED WITH AN INVESTMENT IN THE FUND.
IT IS NOT POSSIBLE TO INVEST DIRECTLY IN AN INDEX. THERE ARE SPECIAL RISKS IN
FOREIGN INVESTING (PLEASE SEE NOTE 5 IN THE NOTES TO FINANCIAL STATEMENTS).
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4 CAUSEWAY INTERNATIONAL VALUE FUND
Comparison of Change in the Value of a $10,000 Investment in the Causeway
International Value Fund, Institutional Class shares versus the MSCI EAFE(R)
Index
[LINE GRAPH OMITTED]
Causeway International Causeway International
Value Fund, Value Fund, MSCI EAFE(R)
Institutional Class Investor Class Index
10/31/01 $10,000 $10,000 $10,000
9/30/02 8,990 8,966 8,264
9/30/03 12,245 12,173 10,457
9/30/04 15,602 15,479 12,812
9/30/05 18,719 18,534 16,184
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Annualized Annualized
One Year 3 Year Inception
Return Return to Date
- -----------------------------------------------------
Institutional Class 19.98% 27.70% 16.75%
- -----------------------------------------------------
Investor Class 19.74% 27.39% 16.46%
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The performance in the above graph does not reflect the deduction of taxes the
shareholder will pay on fund distributions or the redemptions of fund shares.
The inception date of the Causeway International Value Fund is October 26, 2001.
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CAUSEWAY INTERNATIONAL VALUE FUND 5
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2005
VALUE
CAUSEWAY INTERNATIONAL VALUE FUND NUMBER OF SHARES (000)
- ------------------------------------------------------------------------------------------------------------------
COMMON STOCK +
AUSTRALIA -- 2.3%
Alumina 2,673,586 $ 12,456
Macquarie Airports Management++ 10,990,102 27,486
Macquarie Infrastructure Group++ 11,050,936 33,790
Multiplex Group 8,704,412 20,243
------------
93,975
------------
CANADA -- 2.5%
Celestica* 3,061,903 34,331
Manulife Financial 1,212,193 64,673
-----------
99,004
-----------
FRANCE -- 11.7%
AXA 2,568,474 70,514
BNP Paribas 746,780 56,775
Carrefour 1,023,051 47,073
France Telecom++ 2,084,585 59,835
Sanofi-Aventis++ 1,073,119 88,680
Suez 1,325,010 38,303
Total 120,679 32,942
Vinci 868,955 74,837
-----------
468,959
-----------
GERMANY -- 3.2%
Bayerische Motoren Werke 423,552 19,886
Depfa Bank 3,143,124 50,436
Deutsche Post 2,492,415 58,300
-----------
128,622
-----------
HONG KONG -- 3.8%
Henderson Land Development 11,749,648 58,694
PetroChina 111,942,000 93,801
-----------
152,495
-----------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
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6 CAUSEWAY INTERNATIONAL VALUE FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
SEPTEMBER 30, 2005
VALUE
CAUSEWAY INTERNATIONAL VALUE FUND NUMBER OF SHARES (000)
- ------------------------------------------------------------------------------------------------------------------
IRELAND -- 2.2%
Allied Irish Banks 1,550,188 $ 32,981
CRH 1,963,241 53,213
------------
86,194
------------
JAPAN -- 13.2%
Acom 691,870 50,229
Astellas Pharma 1,627,800 61,240
Canon 1,249,100 67,463
Honda Motor 1,254,100 70,937
Japan Tobacco 1,531 24,145
Konica Minolta Holdings 4,207,400 38,256
Promise 1,079,900 80,017
Takeda Pharmaceutical 755,900 45,021
Takefuji 1,175,810 91,682
------------
528,990
------------
NETHERLANDS -- 8.3%
ABN AMRO Holding 1,932,685 46,299
ING Groep 2,348,383 69,948
Koninklijke Philips Electronics 2,517,927 66,917
Reed Elsevier 1,377,890 19,013
Royal Dutch Shell, Class A 1,157,944 38,234
TNT 2,594,787 64,468
Unilever 414,316 29,457
------------
334,336
------------
NEW ZEALAND -- 1.4%
Telecom Corporation of New Zealand 13,327,692 55,489
------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
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CAUSEWAY INTERNATIONAL VALUE FUND 7
SCHEDULE OF INVESTMENTS (CONTINUED)
SEPTEMBER 30, 2005
VALUE
CAUSEWAY INTERNATIONAL VALUE FUND NUMBER OF SHARES (000)
- ------------------------------------------------------------------------------------------------------------------
NORWAY -- 2.5%
Frontline 1,128,050 $ 50,126
Telenor ASA 5,770,201 51,546
------------
101,672
------------
PORTUGAL -- 0.9%
Portugal Telecom SGPS 3,932,962 35,928
------------
SINGAPORE -- 0.9%
Creative Technology 557,997 4,123
United Overseas Bank 4,005,629 33,388
------------
37,511
------------
SOUTH KOREA -- 5.7%
KT 801,430 33,835
POSCO 146,542 32,864
Samsung Electronics 202,989 114,393
SK Telecom 245,731 47,691
------------
228,783
------------
SPAIN -- 1.7%
Cintra Concesiones de Infraestructuras 802,500 11,025
Enagas 372,118 6,687
Telefonica 3,189,721 52,220
------------
69,932
------------
SWITZERLAND -- 6.3%
Credit Suisse Group 1,404,567 62,191
Geberit 44,563 32,438
Novartis 966,873 49,050
Syngenta 434,520 45,497
Zurich Financial Services 363,864 61,998
------------
251,174
------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
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CAUSEWAY INTERNATIONAL VALUE FUND
8
SCHEDULE OF INVESTMENTS (CONTINUED)
SEPTEMBER 30, 2005
VALUE
CAUSEWAY INTERNATIONAL VALUE FUND NUMBER OF SHARES (000)
- ------------------------------------------------------------------------------------------------------------------
UNITED KINGDOM -- 28.1%
Aviva 4,922,583 $ 54,045
BAA 5,431,493 59,776
BAE Systems 13,110,907 79,430
Barratt Developments 3,099,352 41,298
BP 3,466,900 41,182
British American Tobacco 4,292,698 90,171
BT Group 8,755,324 34,319
Centrica 9,915,480 43,020
Compass Group 8,238,334 29,968
Diageo 2,134,719 30,685
GlaxoSmithKline 4,339,228 110,358
HBOS 2,486,900 37,436
Kingfisher 11,573,674 44,091
Reed Elsevier 4,710,539 43,575
Reuters Group 8,004,894 52,837
Royal Bank of Scotland Group 2,464,297 69,932
Royal Dutch Shell, Class B 2,628,217 90,761
Tate & Lyle 4,562,700 36,554
Unilever 6,260,710 65,369
Vodafone Group 26,817,155 69,764
------------
1,124,571
------------
TOTAL COMMON STOCK
(COST $3,378,675)-- 94.7% 3,797,635
------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
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CAUSEWAY INTERNATIONAL VALUE FUND 9
SCHEDULE OF INVESTMENTS (CONCLUDED)
SEPTEMBER 30, 2005
VALUE
CAUSEWAY INTERNATIONAL VALUE FUND NUMBER OF SHARES (000)
- ------------------------------------------------------------------------------------------------------------------
CASH EQUIVALENT
Bank of New York Cash Reserve Fund 179,524,432 $ 179,524
------------
TOTAL CASH EQUIVALENT
(COST $179,524)-- 4.5% 179,524
------------
TOTAL INVESTMENTS
(COST $3,558,199)-- 99.2% 3,977,159
------------
OTHER ASSETS & LIABILITIES, NET-- 0.8% 32,299
------------
NET ASSETS-- 100.0% $4,009,458
============
* Non-income producing security
(1) See Note 2 in the Notes to Financial Statements.
+ Country determined by registration, location of headquarters or primary
listing.
++ Resales of portions of these securities are subject to Rule 144A of the
Securities Act of 1933. Such securities may be sold in transactions exempt
from registration, normally on foreign exchanges or to qualified
institutional buyers. The investment adviser has deemed these securities to
be liquid in accordance with the Fund's Restricted Securities Guidelines.
Forward Foreign Currency Contracts -- As of September 30, 2005, the following
forward foreign currency contracts were outstanding:
Unrealized
Maturity Contracts In Appreciation
Date Currency To Deliver Exchange For (Depreciation)
- --------------------------------------------------------------------------------
Foreign Currency Sales:
10/03/05 EU 442,069 $ 532,061 $ 617
10/03/05 UK 5,556,678 9,812,538 12,797
10/04/05 EU 56,696 68,141 (21)
10/04/05 UK 667,641 1,176,684 (743)
10/05/05 UK 2,102,550 3,706,733 (1,174)
- --------------------------------------------------------------------------------
$11,476
- --------------------------------------------------------------------------------
CURRENCY LEGEND
- ---------------
EU Euro
UK British Pound Sterling
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
10 CAUSEWAY INTERNATIONAL VALUE FUND
SECTOR DIVERSIFICATION
SEPTEMBER 30, 2005
AS OF SEPTEMBER 30, 2005, THE SECTOR DIVERSIFICATION WAS AS FOLLOWS:
CAUSEWAY INTERNATIONAL VALUE FUND VALUE (000) % OF NET ASSETS
- -----------------------------------------------------------------------------------------------------------
COMMON STOCK
Financials $1,052,514 26.3%
Industrials 632,336 15.8
Telecommunication Services 556,052 13.9
Healthcare 354,347 8.8
Consumer Staples 334,480 8.3
Energy 296,919 7.4
Consumer Discretionary 206,180 5.1
Information Technology 185,979 4.6
Basic Materials 90,817 2.3
Utilities 88,011 2.2
---------- ------
TOTAL COMMON STOCK 3,797,635 94.7
CASH EQUIVALENT 179,524 4.5
---------- ------
TOTAL INVESTMENTS 3,977,159 99.2
---------- ------
OTHER ASSETS & LIABILITIES, NET 32,299 0.8
---------- ------
NET ASSETS $4,009,458 100.0%
========== ======
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
11 CAUSEWAY INTERNATIONAL VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES (000)*
CAUSEWAY
INTERNATIONAL
VALUE FUND
--------------
9/30/05
--------------
ASSETS:
Investments at Value (Cost $3,558,199) $ 3,977,159
Foreign Currency at Market Value (Cost $2,663) 2,663
Receivable for Fund Shares Sold 10,848
Accrued Income 9,059
Receivable for Investment Securities Sold 15,286
Unrealized Gain on Foreign Currency Contracts 13
Tax Reclaims Receivable 771
----------
TOTAL ASSETS 4,015,799
----------
LIABILITIES:
Payable for Fund Shares Redeemed 2,501
Payable due to Investment Adviser 2,624
Payable due to Administrator 270
Payable for Shareholder Servicing Fees 258
Payable for Trustees' Fees 13
Unrealized Loss on Foreign Currency Contracts 2
Other Expenses 673
----------
TOTAL LIABILITIES 6,341
----------
NET ASSETS $4,009,458
==========
NET ASSETS:
Paid-in-Capital (unlimited authorization-- no par value) $3,413,197
Undistributed net investment income 40,004
Accumulated net realized gain on investments 137,471
Net unrealized appreciation on investments 418,960
Net unrealized depreciation on forward foreign currency contracts, foreign currencies
and translation of other assets and liabilities denominated in foreign currencies (174)
----------
NET ASSETS $4,009,458
==========
NET ASSET VALUE (BASED ON NET ASSETS OF $2,817,467,240 / 165,808,655 SHARES)
OFFERING AND REDEMPTION PRICE PER SHARE-- INSTITUTIONAL CLASS $ 16.99
==========
NET ASSET VALUE (BASED ON NET ASSETS OF $1,191,991,165 / 70,533,655 SHARES)
OFFERING AND REDEMPTION PRICE PER SHARE-- INVESTOR CLASS $ 16.90
==========
* Except for share data.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
12 CAUSEWAY INTERNATIONAL VALUE FUND
STATEMENT OF OPERATIONS (000)
CAUSEWAY
INTERNATIONAL
VALUE FUND
--------------
10/01/04 to
9/30/05
--------------
INVESTMENT INCOME:
Dividend Income (net of foreign taxes withheld of $11,129) $ 89,190
Interest Income 1,104
----------
Total Investment Income 90,294
----------
EXPENSES:
Investment Advisory Fees 23,622
Administration Fees 2,554
Shareholder Servicing Fees-- Investor Class 2,397
Custodian Fees 1,447
Registration Fees 291
Transfer Agent Fees 275
Printing Fees 240
Professional Fees 180
Trustees' Fees 46
Other Fees 211
----------
Total expenses 31,263
----------
NET INVESTMENT INCOME 59,031
----------
NET REALIZED AND UNREALIZED GAIN (L0SS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS:
Net Realized Gain from Security Transactions (1) 151,688
Net Realized Loss from Foreign Currency Transactions (4,437)
Net Change in Unrealized Appreciation on Investments 240,883
Net Change in Unrealized Depreciation on Forward Foreign
Currency Contracts, Foreign Currency, and Translation of
Other Assets and Liabilites Denominated in Foreign Currency (200)
----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS 387,934
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 446,965
==========
<FN>
(1) See Note 2 in the Notes to Financial Statements.
</FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
CAUSEWAY INTERNATIONAL VALUE FUND 13
STATEMENT OF CHANGES IN NET ASSETS (000)
CAUSEWAY INTERNATIONAL
VALUE FUND
--------------------------------
10/01/04 to 10/01/03 to
9/30/05 9/30/04
----------- ------------
OPERATIONS:
Net Investment Income $ 59,031 $ 15,780
Net Realized Gain from Security Transactions 151,688 57,966
Net Realized Loss from Foreign Currency Transactions (4,437) (386)
Net Change in Unrealized Appreciation on Investments 240,883 122,051
Net Change in Unrealized Appreciation (Depreciation) on Forward Foreign
Currency Contracts, Foreign Currency, and Translation of Other Assets
and Liabilities Denominated in Foreign Currency (200) 46
---------- ----------
Net Increasein Net Assets Resulting from Operations 446,965 195,457
---------- ----------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net Investment Income Dividends:
Institutional Class (20,602) (4,064)
Investor Class (13,106) (4,848)
---------- ----------
Total Net Investment Income Dividends (33,708) (8,912)
---------- ----------
Net Capital Gain Distributions:
Institutional Class (34,807) (1,988)
Investor Class (24,626) (2,658)
---------- ----------
Total Net Capital Gain Distributions (59,433) (4,646)
---------- ----------
Total Dividends and Distribution to Shareholders (93,141) (13,558)
---------- ----------
CAPITAL SHARE TRANSACTIONS(1):
Institutional Class:
Proceeds from Shares Sold 1,721,137 722,487
Reinvestment of Dividends 52,305 5,932
Redemption Fee(2) 101 14
Payments for Shares Redeemed (178,587) (40,881)
---------- ----------
Increase in Net Assets Derived from Institutional Class Transactions 1,594,956 687,552
---------- ----------
Investor Class:
Proceeds from Shares Sold 725,591 452,549
Reinvestment of Dividends 36,652 7,301
Redemption Fee(2) 146 171
Payments for Shares Redeemed (441,051) (135,763)
---------- ----------
Increase in Net Assets Derived from Investor Class Transactions 321,338 324,258
---------- ----------
Net Increase in Net Assets Derived from Capital Share Transactions 1,916,294 1,011,810
---------- ----------
Total Increase in Net Assets 2,270,118 1,193,709
---------- ----------
NET ASSETS:
Beginning of Year 1,739,340 545,631
---------- ----------
End of Year $4,009,458 $1,739,340
========== ==========
Undistributed Net Investment Income $ 40,004 $ 19,101
========== ==========
<FN>
(1) See Note 7 in the Notes to Financial Statements.
(2) See Note 2 in the Notes to Financial Statements.
</FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
14 CAUSEWAY INTERNATIONAL VALUE FUND
FINANCIAL HIGHLIGHTS
FOR THE YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003 AND THE PERIOD FROM
INCEPTION(1) THROUGH SEPTEMBER 30, 2002
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS
- ----------------------------------------------------------------------------------------------------------------------------
Net Realized
and
Net Asset Unrealized Dividends Distributions Total
Value, Net Gain Total from Net from Dividends Net Asset
Beginning Investment (Loss) on Redemption from Investment Capital and Value, End Total
of Period Income Securities Fees Operations Income Gains Distributions of Period Return+
- ----------------------------------------------------------------------------------------------------------------------------
CAUSEWAY INTERNATIONAL VALUE FUND
INSTITUTIONAL CLASS
2005++ $14.80 $0.34 $2.56 $-- $2.90 $(0.26) $(0.45) $(0.71) $16.99 19.98%
2004++ 11.86 0.23 2.98 -- 3.21 (0.18) (0.09) (0.27) 14.80 27.41
2003++ 8.82 0.18 2.98 -- 3.16 (0.08) (0.04) (0.12) 11.86 36.21
2002(1) 10.00 0.09 (1.26) -- (1.17) (0.01) -- (0.01) 8.82 (11.72)
INVESTOR CLASS
2005++ $14.73 $0.29 $2.57 $-- $2.86 $(0.24) $(0.45) $(0.69) $16.90 19.74%
2004++ 11.81 0.18 2.99 -- 3.17 (0.16) (0.09) (0.25) 14.73 27.16
2003++ 8.80 0.16 2.96 -- 3.12 (0.07) (0.04) (0.11) 11.81 35.76
2002(1) 10.00 0.07 (1.26) -- (1.19) (0.01) -- (0.01) 8.80 (11.95)
- ----------------------------------------------------------
Ratio
Ratio of Net of Net
Net Assets Expenses Investment
End of to Average Income Portfolio
Period Net to Average Turnover
(000) Assets Net Assets Rate+
- ----------------------------------------------------------
CAUSEWAY INTERNATIONAL VALUE FUND
INSTITUTIONAL CLASS
2005++ $2,817,467 0.98% 2.10% 22.43%
2004++ 997,371 1.00 1.61 21.11
2003++ 224,464 1.04 1.74 32.32
2002(1) 70,883 1.03 1.70 46.76
INVESTOR CLASS
2005++ $1,191,991 1.21% 1.81% 22.43%
2004++ 741,969 1.23 1.31 21.11
2003++ 321,167 1.27 1.55 32.32
2002(1) 129,468 1.27 1.44 46.76
<FN>
(1) Commenced operations on October 26, 2001. All ratios for the period have
been annualized.
+ Returns and portfolio turnover are for the period indicated and have not
been annualized.
++ Per share amounts calculated using average shares method.
Amounts designated as "--" are $0 or are rounded to $0.
</FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
CAUSEWAY INTERNATIONAL VALUE FUND 15
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
Causeway International Value Fund (the "Fund") is a series of Causeway Capital
Management Trust (the "Trust"). The Trust is an open-end management investment
company registered under the Investment Company Act of 1940, as amended, (the
"1940 Act") and is a Delaware statutory trust that was established on August 10,
2001. The Fund began operations on October 26, 2001. The Fund is authorized to
offer two classes of shares, the Institutional Class and the Investor Class. The
Declaration of Trust authorizes the issuance of an unlimited number of shares of
beneficial interest of the Fund. The Fund's prospectus provides a description of
the Fund's investment objectives, policies and strategies.
Effective February 28, 2005, the Fund closed to most new investors.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies consistently
followed by the Fund.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS - The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amount of net assets and liabilities and
disclosure of contingent assets at the date of the financial statements and the
reported results of operations during the reporting period. Actual results could
differ from those estimates.
SECURITY VALUATION - Securities listed on a securities exchange, market or
automated quotation system for which quotations are readily available are valued
at the last reported sale price on the primary exchange or market (foreign or
domestic) on which they are traded, or, if there is no such reported sale, at
the last reported bid price. The prices for foreign securities are reported in
local currency and converted to U.S. dollars using currency exchange rates.
Prices for most securities held in the Fund are provided daily by recognized
independent pricing agents. If a security price cannot be obtained from an
independent pricing agent, the Fund seeks to obtain a bid price from at least
one independent broker.
Securities for which market prices are not "readily available" are valued in
accordance with fair value pricing procedures approved by the Fund's Board of
Trustees (the "Board"). The Fund's fair value pricing procedures are implemented
through a Fair Value Committee (the "Committee") designated by the Board. Some
of the more common reasons that may necessitate that a security be valued using
fair value pricing procedures include: the security's trading has been halted or
suspended; the security has been de-listed from a national exchange; the
security's primary trading market is temporarily closed at a time when under
normal conditions it would be open; or the security's primary pricing source is
not able or willing to provide a price. When the Committee values a security in
accordance with the fair value pricing procedures, the Committee will determine
the value after taking into consideration relevant information reasonably
available to the Committee.
- --------------------------------------------------------------------------------
16 CAUSEWAY INTERNATIONAL VALUE FUND
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
The Fund uses a third party vendor to fair value non-U.S. securities if there is
a movement in the U.S. market that exceeds thresholds established by the
Committee. The vendor provides a fair value for foreign securities based on
factors and methodologies involving, generally, tracking valuation correlations
between the U.S. market and each non-U.S. security. As of September 30, 2005,
there were no securities valued at fair value.
Cash and Cash Equivalents -- Investments in Bank of New York Cash Reserve Fund
are valued daily at the cost of the deposit account.
SECURITY TRANSACTIONS AND RELATED INCOME - Security transactions are accounted
for on the trade date the security is purchased or sold. Dividend income is
recognized on the ex-dividend date, and interest income is recognized using the
accrual basis of accounting. Costs used in determining realized gains and losses
on the sales of investment securities are those of the specific securities sold.
FOREIGN CURRENCY TRANSLATION - The books and records of the Fund are maintained
in U.S. dollars on the following basis:
(1) market value of investment securities, assets and liabilities are converted
at the current rate of exchange; and
(2) purchases and sales of investment securities, income and expenses at the
relevant rates of exchange prevailing on the respective date of such
transactions.
The Fund does not isolate that portion of gains and losses on investments in
equity securities that is due to changes in the foreign exchange rates from that
which is due to changes in market prices of equity securities.
FORWARD FOREIGN CURRENCY CONTRACTS - The Fund may enter into forward foreign
currency contracts to settle transactions or as hedges against either specific
transactions, fund positions or anticipated fund positions. All commitments are
"marked-to-market" daily at the applicable foreign exchange rate and any
resulting unrealized gains or losses are recorded currently. The Fund realizes
gains and losses at the time forward contracts are extinguished. Unrealized
gains or losses on outstanding positions in forward foreign currency contracts
held at the close of the year are recognized as ordinary income or loss for
Federal income tax purposes.
EXPENSES - Class specific expenses are borne by that class of shares. Income,
realized and unrealized gains/losses and non class specific expenses are
allocated to the respective classes on the basis of relative daily net assets.
DIVIDENDS AND DISTRIBUTIONS - Dividends, from net investment income, if any, are
declared and paid on an annual basis. Any net realized capital gains on sales of
securities are distributed to shareholders at least annually.
REDEMPTION FEE - The Fund imposes a redemption fee of 2% on the original value
of capital shares redeemed by shareholders less than 90 days after purchase. The
redemption fee does not apply to shares purchased through reinvested
distributions, shares redeemed through designated systematic withdrawal plans,
or omnibus account arrangements through financial intermediaries where the
purchase and sale orders of a number of persons are aggregated before being
communicated to the Fund.
- --------------------------------------------------------------------------------
CAUSEWAY INTERNATIONAL VALUE FUND 17
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
However, these intermediaries may agree to impose a redemption fee on their
customers if feasible or to impose other appropriate restrictions on excessive
short-term trading.
Brokerage commission recapture payments are credited to realized capital gains
and are included in net realized gains from security transactions on the
statement of operations. For the fiscal year ended September 30, 2005, the Fund
received commission recapture payments of $475,940.
3. INVESTMENT ADVISORY, ADMINISTRATION, SHAREHOLDER SERVICE AND DISTRIBUTION
AGREEMENTS
The Trust, on behalf of the Fund, has entered into an Investment Advisory
Agreement (the "Advisory Agreement") with Causeway Capital Management LLC (the
"Adviser"). Under the Advisory Agreement, the Adviser is entitled to a monthly
fee equal to an annual rate of 0.80% of the Fund's average daily net assets. The
Adviser contractually agreed to waive its fee for the fiscal year ended
September 30, 2005 and, to the extent necessary, reimburse the Fund to keep
total annual operating expenses from exceeding 1.05% and 1.30% of the
Institutional Class and Investor Class average daily net assets, respectively.
No waivers or reimbursements were required under the contract for the year ended
September 30, 2005.
The Trust and SEI Investments Global Funds Services (the "Administrator") have
entered into an Administration Agreement. Under the terms of the Administration
Agreement, the Administrator is entitled to an annual fee which is calculated
daily and paid monthly based on the aggregate average daily net assets of the
Fund as follows: 0.15% up to $250 million; 0.125% from $250 million to $500
million; 0.10% from $500 million to $1 billion; and 0.07% in excess of $1
billion. The Fund is subject to a minimum annual fee of $165,000 for all classes
in existence on the agreement date and $80,000 for any portfolio created
thereafter. In addition, the minimum annual fee will be increased $20,000 for
each new class added after the agreement date.
The Fund has adopted a Shareholder Service Plan and Agreement for Investor Class
shares that allows the Fund to pay broker-dealers and other financial
intermediaries a fee of up to 0.25% per annum of average daily net assets for
services provided to Investor Class shareholders. For the fiscal year ended
September 30, 2005, the Investor Class paid 0.23% of average daily net assets
under this plan.
The Trust and SEI Investments Distribution Co. (the "Distributor") have entered
into a Distribution Agreement. The Distributor receives no fees for its
distribution services under this agreement.
Certain Trustees and officers of the Fund are also officers of the Administrator
and/or Distributor or are members and officers of the Investment Adviser. These
persons receive no fees for serving as Trustees or officers of the Fund.
4. INVESTMENT TRANSACTIONS
The cost of security purchases and the proceeds from the sale of securities,
other than short-term investments, during the year ended September 30, 2005, for
the Fund were as follows:
INVESTMENT SECURITIES
---------------------
Purchases Sales
(000) (000)
---------------------------------
$2,363,239 $630,892
---------------------------------
- --------------------------------------------------------------------------------
18 CAUSEWAY INTERNATIONAL VALUE FUND
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
5. RISKS OF FOREIGN INVESTING
The Fund invests in securities of foreign issuers in various countries. These
investments may involve certain considerations and risks not typically
associated with investments in the United States as a result of, among other
factors, the possibility of future political and economic developments and the
level of governmental supervision and regulation of securities markets in
different foreign countries.
6. FEDERAL TAX INFORMATION
The Fund is classified as a separate taxable entity for Federal income tax
purposes. The Fund intends to continue to qualify as a separate "regulated
investment company" under Subchapter M of the Internal Revenue Code and make the
requisite distributions to shareholders that will be sufficient to relieve it
from Federal income tax and Federal excise tax. Therefore, no Federal tax
provision is required. To the extent that distributions from net investment
income and net realized capital gains exceed amounts reported in the financial
statements, such amounts are reported separately.
The Fund may be subject to taxes imposed by countries in which it invests in
issuers existing or operating in such countries. Such taxes are generally based
on income earned. The Fund accrues such taxes when the related income is earned.
The amounts of distributions from net investment income and net realized capital
gains are determined in accordance with Federal income tax regulations, which
may differ from those amounts determined under U.S. generally accepted
accounting principles. These book/tax differences are either temporary or
permanent in nature. As of September 30, 2005, the primary book/tax differences
relate to the current taxation of unrealized gains on non-U.S. securities
determined to be passive foreign investment companies ("PFICs") and the effect
of wash sales. In addition, the Fund may use earnings and profits distributed to
shareholders on redemption of shares as part of the dividends paid deduction for
income tax purposes. The character of distributions made during the year from
net investment income or net realized gains, and the timing of distributions
made during the year may differ from the year that the income or realized gains
(losses) were recorded by the Fund. To the extent these differences are
permanent, adjustments are made to the appropriate equity accounts in the period
that the differences arise.
Accordingly, the following permanent differences, which are primarily due to
realized losses on foreign currency, were reclassified to/from the following
accounts (000) as of September 30, 2005:
Undistributed Accumulated
Net Investment Net Realized
Income Gain
- --------------------------------------------------------
$(4,420) $4,420
- --------------------------------------------------------
The tax character of dividends and distributions declared during the fiscal
years ended September 30, 2005 and September 30, 2004, were as follows (000):
Ordinary Long-Term
Income Capital Gain Total
- ------------------------------------------------------
2005 $52,035 $41,106 $93,141
2004 10,677 2,881 13,558
- ------------------------------------------------------
- --------------------------------------------------------------------------------
CAUSEWAY INTERNATIONAL VALUE FUND 19
NOTES TO FINANCIAL STATEMENTS
(CONCLUDED)
As of September 30, 2005, the components of distributable income on a tax basis
were as follows (000):
Undistributed Undistributed Post October Other Total
Ordinary Long-Term Unrealized Currency Temporary Distributable
Income Capital Gain Appreciation Losses Differences Income
- ------------------------------------------------------------------------------
$133,619 $91,932 $375,011 $(4,289) $(12) $596,261
- ------------------------------------------------------------------------------
Post-October currency losses represent losses realized on currency transactions
from November 1, 2004 through September 30, 2005 that, in accordance with
Federal income tax regulations, the Fund may elect to defer and treat as having
arisen in the following fiscal year.
At September 30, 2005, the total cost of securities for Federal income tax
purposes and the aggregate gross unrealized appreciation and depreciation on
investment securities for the Fund were as follows (000):
Net
Federal Appreciated Depreciated Unrealized
Tax Cost Securities Securities Appreciation
- ------------------------------------------------------
$3,601,974 $476,789 $(101,604) $375,185
- ------------------------------------------------------
7. CAPITAL SHARES ISSUED AND REDEEMED (000)
2005 2004
--------- ---------
INSTITUTIONAL CLASS:
Shares Sold 106,120 50,853
Shares Issued in Reinvestment
of Dividends 3,317 462
Shares Redeemed (10,998) (2,878)
-------- -------
Increase in Shares Outstanding
Derived from Institutional
Class Transactions 98,439 48,437
-------- -------
INVESTOR CLASS:
Shares Sold 45,180 32,234
Shares Issued in Reinvestment
of Dividends 2,333 570
Shares Redeemed (27,340) (9,635)
-------- -------
Increase in Shares Outstanding
Derived from Investor
Class Transactions 20,173 23,169
-------- -------
Increase in Shares
Outstanding from Capital
Share Transactions 118,612 71,606
======== =======
- --------------------------------------------------------------------------------
20 CAUSEWAY INTERNATIONAL VALUE FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of
Causeway International Value Fund
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the Causeway International Value
Fund (the "Fund") at September 30, 2005, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended and its financial highlights for each of the periods
presented, in conformity with accounting principles generally accepted in the
United States of America. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the responsibility of the
Fund's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities owned at
September 30, 2005 by correspondence with the custodian, provide a reasonable
basis for our opinion.
PricewaterhouseCoopers LLP
Los Angeles, California
November 8, 2005
- --------------------------------------------------------------------------------
CAUSEWAY INTERNATIONAL VALUE FUND 21
NOTICE TO SHAREHOLDERS (Unaudited)
The information set forth below is for the Fund's fiscal year as required by
federal laws. Shareholders, however, must report distributions on a calendar
year basis for income tax purposes, which may include distributions for portions
of two fiscal years of the Fund. Accordingly, the information needed by
shareholders for income tax purposes will be sent to them in early 2006. Please
consult your tax adviser for proper treatment of this information.
For the fiscal period ended September 30, 2005, the Fund is designating the
following items with regard to distributions paid during the year:
(A) (B) (C) (D) (E) (F) (G)
Long Term Ordinary Dividends (1) Qualifying
Capital Gains Income Tax Exempt Total for Corporate Dividend Income Foreign
Distributions Distributions Distributions Distributions Dividends Received (15% Tax Rate Tax
(Tax Basis) (Tax Basis) (Tax Basis) (Tax Basis) Deduction for QDI) Credit
------------- ------------- ------------- ------------- ------------------ --------------- ---------
40.98% 59.02% 0.00% 100.00% 0.00% 54.18% 12.11%
Foreign taxes accrued during the fiscal year ended September 30, 2005, amounted
to $7,167,965 and are expected to be passed through to shareholders as foreign
tax credits on Form 1099 - Dividend for the year ending December 31, 2005. In
addition, for the year ended September 30, 2005, gross income derived from
sources within foreign countries amounted to $72,554,473 for the Fund.
(1) Qualifying Dividends represent dividends which qualify for the corporate
dividends received deduction.
Items (A), (B), (C) and (D)are based on a percentage of the Fund's total
distribution.
Item (E) is based on a percentage of ordinary income distributions of the Fund.
Item (F) represents the amount of "Qualifying Dividend Income" as defined in the
Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a
percentage of "Ordinary Income Distributions." It is the Fund's intention to
designate the maximum amount permitted by the law.
Item (G) is based on a percentage of ordinary income distributions of the Fund.
- --------------------------------------------------------------------------------
22 CAUSEWAY INTERNATIONAL VALUE FUND
TRUSTEE AND OFFICER INFORMATION (Unaudited)
Information pertaining to the Trustees and officers of the Trust is set forth
below. Trustees who are not deemed to be "interested persons" of the Trust as
defined in the 1940 Act are referred to as "Independent Board Members." Trustees
who are deemed to be "interested persons" of the Trust are referred to as
"Interested Board Members." The Trust's Statement of Additional Information
("SAI") includes additional information about the Trustees and Officers. The SAI
may be obtained without charge by calling 1-866-947-7000.
- -----------------------------------------------------------------------------------------------------------------------------
TERM OF NUMBER OF
OFFICE PORTFOLIOS
AND PRINCIPAL IN TRUST OTHER
NAME POSITION(S) LENGTH OF OCCUPATION(S) COMPLEX DIRECTORSHIPS
ADDRESS, HELD WITH THE TIME DURING PAST OVERSEEN BY HELD BY
AGE1 COMPANY SERVED2 FIVE YEARS BOARD MEMBER3 BOARD MEMBER4
- -----------------------------------------------------------------------------------------------------------------------------
INDEPENDENT
BOARD MEMBERS
- ------------------
Peter Graham Allen Trustee Since 2/04 President, Haven Partners (private 1 None
Age: 47 equity and financial advisory firm)
(1998 - present); Chairman and
Chief Executive Officer,
ForMyCause.com (internet company)
(2000); Managing Director, Credit
Suisse First Boston (investment
banking firm) (1999).
John A. G. Gavin Trustee Since 9/01 Senior Counselor, Hicks, Muse, Tate & 1 Director/Trustee
Age: 74 Furst (Latin America) (private equity TCW Galileo
investment firm) (2001-present); Funds, Inc.,
Partner and Managing Director, Hicks, TCW Convertible
Muse, Tate & Furst (Latin America) Securities Fund,
(1994 - 2001); Chairman, Gamma Holdings Inc., Hotchkis
(international consulting and investment and Wiley Funds
holding company) (since 1968); and Claxson, S.A.
U.S. Ambassador to Mexico (1981 - 1986).
Eric H. Sussman Trustee Since 9/01 Tenured Lecturer, Anderson 1 Trustee, Presidio
Age: 39 Graduate School of Management, Funds
University of California, Los
Angeles (since 1995); President,
Amber Capital, Inc. (real estate
investment and financial planning
firm) (since 1993).
- --------------------------------------------------------------------------------
CAUSEWAY INTERNATIONAL VALUE FUND 23
TRUSTEE AND OFFICER INFORMATION (Unaudited)
(CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------
TERM OF NUMBER OF
OFFICE PORTFOLIOS
AND PRINCIPAL IN TRUST OTHER
NAME POSITION(S) LENGTH OF OCCUPATION(S) COMPLEX DIRECTORSHIPS
ADDRESS, HELD WITH THE TIME DURING PAST OVERSEEN BY HELD BY
AGE1 COMPANY SERVED2 FIVE YEARS BOARD MEMBER3 BOARD MEMBER4
- -----------------------------------------------------------------------------------------------------------------------------
OFFICERS
- ------------------
Turner Swan President and Since 8/01 General Counsel and Member of the N/A N/A
11111 Santa Secretary Adviser (since 2001); Attorney, Hotchkis
Monica Blvd., and Wiley division of Merrill Lynch
Suite 1550, Investment Managers (1997 - 2001).
Los Angeles, CA
90025
Age: 43
Gracie V. Fermelia Chief CCO (since Chief Compliance Officer of the Adviser N/A N/A
11111 Santa Compliance 7/05); Asst. (since July 2005); Chief Operating Officer
Monica Blvd., Officer and Sect. (since and Member of the Adviser (since 2001);
Suite 1550, Assistant 8/01) Business Manager, International
Los Angeles, CA Secretary Department, Hotchkis and Wiley
90025 division of Merrill Lynch Investment
Age: 44 Managers (1998 - 2001).
Michael Lawson Treasurer Since 7/05 Director of the Administrator's Fund N/A N/A
One Freedom Accounting department (since July 2005);
Valley Drive Manager in the Administrator's Fund
Oaks, PA 19456 Accounting department (November 1998
Age: 45 to July 2005).
Timothy D. Barto Vice President Since 9/01 Vice President and Assistant N/A N/A
One Freedom and Assistant Secretary of the Administrator (since
Valley Drive Secretary December 1999); Associate, Dechert,
Oaks, PA 19456 Price & Rhoads (1997 - 1999).
Age: 37
- --------------------------------------------------------------------------------
24 CAUSEWAY INTERNATIONAL VALUE FUND
TRUSTEE AND OFFICER INFORMATION (Unaudited)
(CONCLUDED)
- -----------------------------------------------------------------------------------------------------------------------------
TERM OF NUMBER OF
OFFICE PORTFOLIOS
AND PRINCIPAL IN TRUST OTHER
NAME POSITION(S) LENGTH OF OCCUPATION(S) COMPLEX DIRECTORSHIPS
ADDRESS, HELD WITH THE TIME DURING PAST OVERSEEN BY HELD BY
AGE1 COMPANY SERVED2 FIVE YEARS BOARD MEMBER3 BOARD MEMBER4
- -----------------------------------------------------------------------------------------------------------------------------
James Ndiaye Vice President Since 10/04 Vice President and Assistant N/A N/A
One Freedom and Assistant Secretary of the Administrator
Valley Drive Secretary (since October 2004); General Counsel,
Oaks, PA 19456 Citco Mutual Fund Services (2003-2004);
Age: 37 Vice President and Associate Counsel,
OppenheimerFunds (2001-2003); Vice
President and Assistant Counsel,
OppenheimerFunds (1997-2001).
Philip Masterson Vice President Since 10/04 Vice President and Assistant N/A N/A
One Freedom and Assistant Secretary of the Administrator
Valley Drive Secretary (since October 2004); Vice President,
Oaks, PA 19456 Deutsche Asset Management
Age: 41 (2003-2004); Associate, Morgan,
Lewis & Bockius LLP (2000-2003);
Assistant Vice President, ING Variable
Annuities Group (1999-2000).
Michael Pang Vice President Since 7/05 Attorney of the Administrator (since N/A N/A
One Freedom and Assistant 2005); Counsel, Caledonian Bank & Trust
Valley Drive Secretary Mutual Fund Group (2004). Counsel,
Oaks, PA 19456 Permal Asset Management (2001-2004).
Age: 33 Associate, Schulte, Roth & Zebels
Investment Management (2000-2001).
Sofia Rosala Vice President Since 7/05 Corporate Counsel of the Administrator N/A N/A
One Freedom and Assistant (since 2004); Compliance Officer, SEI
Valley Drive Secretary Investments Company (2001-2004);
Oaks, PA 19456 Account and Product Consultant, SEI
Age: 31 Private Trust Company (1998-2001).
<FN>
- --------------------
1 Each Trustee may be contacted by writing to the Trustee c/o Causeway Capital
Management Trust, One Freedom Valley Drive, Oaks, PA 19456.
2 Each Trustee shall hold office during the lifetime of this Trust until the
election and qualification of his or her successor, or until he or she sooner
dies, resigns or is removed in accordance with the Trust's Declaration of
Trust. The president, treasurer and secretary shall hold office for a one year
term and until their respective successors are chosen and qualified, or in
each case until he or she sooner dies, resigns, is removed, or becomes
disqualified in accordance with the Trust's Bylaws.
3 The "Trust Complex" consists of all registered investment companies for which
Causeway Capital Management LLC serves as investment adviser. As of September
30, 2005, the Trust Complex consisted of one investment company.
4 Directorships of companies required to report to the Securities and Exchange
Commission under the Securities Exchange Act of 1934 (i.e., "public
companies") or other investment companies registered under the 1940 Act.
</FN>
- --------------------------------------------------------------------------------
CAUSEWAY INTERNATIONAL VALUE FUND 25
DISCLOSURE OF FUND EXPENSES (Unaudited)
All mutual funds have operating expenses. As a shareholder of a fund, your
investment is affected by these ongoing costs, which include (among others)
costs for portfolio management, administrative services, and shareholder reports
like this one. It is important for you to understand the impact of these costs
on your investment returns.
Operating expenses such as these are deducted from the Fund's gross income and
directly reduce your final investment return. These expenses are expressed as a
percentage of the Fund's average net assets; this percentage is known as the
Fund's expense ratio.
The following examples use the expense ratio and are intended to help you
understand the ongoing costs (in dollars) of investing in your Fund and to
compare these costs with those of other mutual funds. The examples are based on
an investment of $1,000 made at the beginning of the period shown and held for
the entire period.
The table on the next page illustrates your Fund's costs in two ways:
ACTUAL FUND RETURN. This section helps you to estimate the actual expenses after
fee waivers that your Fund incurred over the period. The "Expenses Paid During
Period" column shows the actual dollar expense cost incurred by a $1,000
investment in the Fund, and the "Ending Account Value" number is derived from
deducting that expense cost from the Fund's gross investment return.
You can use this information, together with the actual amount you invested in
the Fund, to estimate the expenses you paid over that period. Simply divide your
actual account value by $1,000 to arrive at a ratio (for example, an $8,600
account value divided by $1,000 = $8.6), then multiply that ratio by the number
shown for your Fund under "Expenses Paid During Period."
HYPOTHETICAL 5% RETURN. This section helps you compare your Fund's costs with
those of other mutual funds. It assumes that the Fund had an annual 5% return
before expenses during the year, but that the expense ratio (Column 3) for the
period is unchanged. This example is useful in making comparisons because the
Securities and Exchange Commission requires all mutual funds to make this 5%
calculation. You can assess your Fund's comparative cost by comparing the
hypothetical result for your Fund in the "Expense Paid During Period" column
with those that appear in the same charts in the shareholder reports for other
funds.
NOTE: Because the return is set at 5% for comparison purposes -- NOT your Fund's
actual return -- the account values shown may not apply to your specific
investment.
- --------------------------------------------------------------------------------
26 CAUSEWAY INTERNATIONAL VALUE FUND
DISCLOSURE OF FUND EXPENSES
(CONCLUDED)
BEGINNING ENDING EXPENSES
ACCOUNT ACCOUNT ANNUALIZED PAID
VALUE VALUE EXPENSE DURING
4/1/05 9/30/05 RATIOS PERIOD*
- -------------------------------------------------------------------------------------------------------------------
CAUSEWAY INTERNATIONAL VALUE FUND
- -------------------------------------------------------------------------------------------------------------------
ACTUAL FUND RETURN
Institutional Class $1,000.00 $1,045.50 1.00% $5.13
HYPOTHETICAL 5% RETURN
Institutional Class $1,000.00 $1,020.05 1.00% $5.06
- -------------------------------------------------------------------------------------------------------------------
CAUSEWAY INTERNATIONAL VALUE FUND
- -------------------------------------------------------------------------------------------------------------------
ACTUAL FUND RETURN
Investor Class $1,000.00 $1,044.50 1.22% $6.25
HYPOTHETICAL 5% RETURN
Investor Class $1,000.00 $1,018.95 1.22% $6.17
- -------------------------------------------------------------------------------------------------------------------
*EXPENSES ARE EQUAL TO THE FUND'S ANNUALIZED EXPENSE RATIO MULTIPLIED BY THE
AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY 183/365 (TO REFLECT THE
ONE-HALF YEAR PERIOD).
- --------------------------------------------------------------------------------
CAUSEWAY INTERNATIONAL VALUE FUND 27
STATEMENT REGARDING BASIS FOR APPROVAL OF
INVESTMENT ADVISORY CONTRACT (Unaudited)
Under Section 15(c) of the Investment Company Act of 1940, as amended (the "1940
Act"), the Board is required to approve continuance of the Advisory Agreement
between the Trust and the Adviser annually. The Advisory Agreement must be
approved by a majority of the Trustees and by a majority of the Trustees who are
not "interested persons" of the Trust as defined in the 1940 Act (the
"independent Trustees").
INFORMATION RECEIVED. At each regular quarterly meeting, the Board reviews
performance information concerning the Fund and the services provided by the
Adviser. At least annually, the Board is provided with additional quantitative
and qualitative information to assist it in evaluating whether to approve the
continuance of the Advisory Agreement. The Board met on July 27, 2005, to
consider whether to approve the continuance of the Advisory Agreement for an
additional one-year period. For the July 27, 2005 meeting, the Trustees received
and reviewed extensive materials prepared by the Adviser relating to the
Advisory Agreement. These materials responded to a list of requested information
prepared by legal counsel to the independent Trustees.
FACTORS CONSIDERED. The Trustees in reviewing the Advisory Agreement considered
a number of factors including (1) the nature, extent and quality of the services
to be provided by the Adviser, (2) the investment performance of the Fund and
the Adviser, (3) comparisons of the services to be rendered and the amounts to
be paid under the contract with those of other funds and those of the Adviser
under other investment advisory contracts with other registered investment
companies and other types of clients, (4) the costs of the services to be
provided and profits to be realized by the Adviser and its affiliates from their
relationship with the Fund, (5) the extent to which economies of scale would be
realized as the Fund grows and whether fee levels reflect these economies of
scale for the benefit of Fund investors, and (6) any other benefits derived by
the Adviser from the relationship with the Fund.
First, regarding the nature, extent and quality of the services to be provided
by the Adviser, the Trustees considered, among other things, the Adviser's
personnel, experience, track record and compliance program. The Trustees
considered the qualifications, backgrounds and responsibilities of the Adviser's
personnel, as well as the level of attention given to the Fund by the Adviser's
investment personnel. The Trustees also reviewed the Adviser's investment
philosophy and processes and considered the scope of the Adviser's services. The
Trustees concluded that the nature, extent and quality of the Adviser's services
were excellent.
Second, regarding the investment performance of the Fund and the Adviser, the
Trustees noted the Fund's Institutional and Investor share classes' track
records for the three years ended June 30, 2005 ranked 14th and 16th,
respectively, out of the 226 funds in the Lipper International Multi-Cap Core
category. The Trustees also noted that
- --------------------------------------------------------------------------------
28 CAUSEWAY INTERNATIONAL VALUE FUND
STATEMENT REGARDING BASIS FOR APPROVAL OF
INVESTMENT ADVISORY CONTRACT (Unaudited)
(CONTINUED)
the Fund's Institutional and Investor share classes' three year returns of 15.3%
and 15.1%, respectively, outperformed the EAFE Index return of 12.5%. The
Trustees recognized that the Fund's one year performance for its share classes
was 106th and 115th of the 273 funds in the Lipper category, but also noted that
the Fund's performance was 7th out of a peer group of 17 comparable funds used
by the Board to track performance during the year, was in line with the MSCI
EAFE(R) Index and was between 1.6% (Institutional shares) and 1.3% (Investor
shares) ahead of the average of the funds in the Lipper category. They concluded
that the performance of the Fund over the past one, two and three years and
since its inception was very good compared to the performance of comparable
funds and the EAFE Index.
Third, the Trustees received information comparing the services to be rendered
and the amounts to be paid under the Advisory Agreement with those of other
funds and those of the Adviser under other investment advisory contracts with
other registered investment companies and other types of clients. The Trustees
reviewed the broad range of investment management, administrative, marketing and
shareholder services the Adviser provides to the Fund. They noted that, while
the Adviser applies a similar investment strategy in managing the Fund's
portfolio compared to other accounts, the Fund's cash flows require far more
program trades and foreign exchange transactions than other accounts. The
Trustees further noted that the Adviser provides many administrative services to
the Fund that are not required by its other accounts, including services related
to the Fund's disclosure documents; financial statements; 1940 Act compliance
policies and procedures; brokerage and commission recapture; preparation of
Board and committee materials and meetings; annual Board reports and
certifications; fair valuation of portfolio securities; regulatory examinations
and legal and compliance matters; oversight of Fund service providers;
negotiation of Fund intermediary agreements and payments from bona fide profits
to Fund intermediaries for shareholder recordkeeping services; and proxy voting.
The Trustees concluded that the Adviser provides significantly more services to
the Fund than it provides to other subadvisory and separate accounts.
The Trustees considered that the Fund's management fee for those services was in
the middle range of advisory fees charged by funds in the Lipper category, and
its expense ratios were below (Institutional shares) or just above (Investor
shares) the lowest 20% of funds in the category. They also considered that
management fees charged by the 17 funds in the Fund's peer group ranged from
1.50% to 0.50%, compared to the Fund's fee of 0.80%. The Trustees also
acknowledged that there is high demand for the Fund among investors and that the
Adviser had taken steps on its own initiative to close access to certain
investors to control the growth of the Fund.
- --------------------------------------------------------------------------------
CAUSEWAY INTERNATIONAL VALUE FUND 29
STATEMENT REGARDING BASIS FOR APPROVAL OF
INVESTMENT ADVISORY CONTRACT (Unaudited) (CONTINUED)
The Trustees concluded that the Fund's expense ratio and advisory fee were
reasonable and appropriate under the facts and circumstances.
Fourth, the Trustees gave attention to the costs of the services to be provided
and profits to be realized by the Adviser from its relationship with the Fund.
The Trustees discussed the Adviser's allocation of shared costs based on net
assets and the reasonableness of that methodology. The Trustees observed the
Adviser's estimated after tax profit margin and noted that court cases cited by
counsel to the independent Trustees had approved comparable and higher after-tax
profit margins. After consideration of, among other things, the Adviser's cost
of services, including compensation to the Adviser's personnel, indirect costs
and overhead in connection with its services to the Fund, the Trustees
determined that the cost allocation methodology and the profitability of the
Fund to the Adviser were reasonable.
Fifth, regarding economies of scale, the Trustees recognized that the Fund has
experienced economies of scale through growth because certain operating expenses
are fixed, contain breakpoints or otherwise do not increase in line with asset
growth, including transfer agency, audit, legal, registration, Trustee,
printing, pricing, insurance and other expenses. They noted that the Fund's
expense ratios of 0.97% (Institutional shares) and 1.20% (Investor shares) for
the year ended June 30, 2005, were lower than its expense ratios of 1.02%
(Institutional shares) and 1.26% (Investor shares) for the year ended June 30,
2004.
The Trustees noted that the Fund represented over 26% of the Adviser's total
assets under management, and that the Adviser's costs of servicing the Fund had
increased. They considered that the Adviser had hired significant staff since
the last advisory contract renewal, including two research analysts, a Chief
Compliance Officer, an assistant attorney, an Information Technology engineer
and three support staff. They recognized that the Adviser plans further
investments in research and compliance staff and technology, and that, since the
Fund is closed to most new investors, more of the Adviser's time is spent on
fund shareholder services than would otherwise be the case, and that the
realization of further economies of scale is not as important relative to other
factors, such as continued performance and services.
The Trustees discussed adding possible breakpoints in the Fund's advisory fee,
and inquired whether it would be appropriate at some level of assets to do so,
although the break level might not be reached as a result of the recent closing
of the Fund. They noted that less than half of the 17 funds in the Fund's peer
group had management fee breakpoints. They considered the Adviser's position
that the fee was reasonable and competitive at this time. The Trustees concluded
that they will monitor closely the appropriateness of breakpoints and requested
that the Adviser continue to provide economies of scale analyses at its contract
renewal meetings.
- --------------------------------------------------------------------------------
30 CAUSEWAY INTERNATIONAL VALUE FUND
STATEMENT REGARDING BASIS FOR APPROVAL OF
INVESTMENT ADVISORY CONTRACT (Unaudited)
(CONCLUDED)
Sixth, regarding so called "fall out" benefits derived by the Adviser from its
relationship with the Fund, the Trustees observed that the Adviser does not earn
common fall out benefits such as affiliated custody fees, affiliated transfer
agency fees, affiliated brokerage commissions, profits from Rule 12b-1 fees or
"contingent deferred sales commissions" or "float" benefits on short-term cash.
They concluded that the primary "fall out" benefit received by the Adviser was
research services provided by brokers used by the Fund and that this benefit was
reasonable in relation to the value of the services that the Adviser provides to
the Fund.
APPROVAL. In its deliberations, the Trustees did not identify any particular
information or factor that was determinative or controlling, and the foregoing
summary does not detail all the matters considered. Based upon their review, the
Trustees, including all of the independent Trustees, found that the compensation
under the Advisory Agreement was reasonable and its renewal was in the best
interests of the Fund and Trust and its shareholders, and approved the renewal
of the Advisory Agreement for twelve months beginning September 20, 2005.
- --------------------------------------------------------------------------------
CAUSEWAY INTERNATIONAL VALUE FUND 31
- --------------------------------------------------------------------------------
INVESTMENT ADVISER:
Causeway Capital Management LLC
11111 Santa Monica Boulevard
Suite 1550
Los Angeles, CA90025
DISTRIBUTOR:
SEI Investments Distribution Co.
One Freedom ValleyDrive
Oaks, PA 19456
TO OBTAIN MORE INFORMATION:
Call 1-866-947-7000 or visit us online
at www.causewayfunds.com
This material must be preceded or accompanied by a current prospectus.
The Fund files its complete schedule of portfolio holdings with the Securities
and Exchange Commission for the first and third quarters of each fiscal year on
Form N-Q within sixty days after the end of the period. The Fund's Forms N-Q are
available on the Commission's website at http://www.sec.gov, and may be reviewed
and copied at the Commission's Public Reference Room in Washington, DC.
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
A description of the policies and procedures that the Fund uses to determine how
to vote proxies relating to portfolio securities, as well as information
relating to how the Fund voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30, is available (i) without charge,
upon request, by calling 1-866-947-7000; and (ii) on the Commission's website at
http://www.sec.gov.
- --------------------------------------------------------------------------------
CCM-AR-001-0400
- --------------------------------------------------------------------------------
CAUSEWAY INTERNATIONAL VALUE FUND
ITEM 2. CODE OF ETHICS.
The registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer and principal
accounting officer.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a)(1) The registrant's board of trustees has determined that the registrant has
at least one audit committee financial expert serving on the audit committee.
(a)(2) The audit committee financial expert is Eric Sussman. Mr. Sussman is
independent as defined in Form N-CSR Item 3(a)(2).
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Aggregate fees billed to the registrant for professional services rendered by
the registrant's principal accountant for the fiscal years ended September 30,
2004 and 2005 were as follows:
-------------------------------------------------------
2005 2004
----- ------------- --------------- -------------------
(a) Audit $39,000 $39,100
Fees(1)
----- ------------- --------------- -------------------
(b) Audit- None None
Related
Fees
----- ------------- --------------- -------------------
(c) Tax $7,350 $7,000
Fees(2)
----- ------------- --------------- -------------------
(d) All None None
Other
Fees
----- ------------- --------------- -------------------
Notes:
(1) Audit fees include amounts related to the audit of the registrant's
annual financial statements and services normally provided by the
accountant in connection with statutory and regulatory filings.
(2) Tax fees include amounts related to tax return reviews.
(e)(1) The registrant's audit committee has adopted a charter that requires it
to pre-approve the engagement of auditors to (i) audit the registrant's
financial statements, (ii) provide other audit or non-audit services to the
registrant, or (iii) provide non-audit services to the registrant's investment
adviser if the engagement relates directly to the operations and financial
reporting of the registrant.
(e)(2) No services included in (b) - (d) of this Item above were approved
pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) For the fiscal years ended September 30, 2004 and September 30, 2005,
the aggregate non-audit fees billed by the registrant's accountant for services
rendered to the registrant and the registrant's investment adviser were $78,827
and $43,873, respectively.
(h) The audit committee considered whether the provision of non-audit
services rendered to the registrant's investment adviser by the registrant's
principal accountant that were not pre-approved were compatible with maintaining
the principal accountant's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to open-end management investment companies.
ITEM 6. SCHEDULE OF INVESTMENTS
See Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to open-end management investment companies.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable to open-end management investment companies.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT COMPANY AND
AFFILIATED PURCHASERS.
Not applicable to open-end management investment companies.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The registrant does not have procedures by which shareholders may recommend
nominees to the registrant's board of trustees.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The certifying officers, whose certifications are included herewith, have
evaluated the registrant's disclosure controls and procedures within 90 days of
the filing date of this report. In their opinion, based on their evaluation, the
registrant's disclosure controls and procedures are adequately designed, and are
operating effectively to ensure, that information required to be disclosed by
the registrant in the reports it files or submits under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.
(b) There were no changes in the registrant's internal control over financial
reporting that occurred during the registrant's second fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the
registrant's internal control over financial reporting.
ITEMS 12. EXHIBITS.
(a)(1) Code of Ethics attached hereto.
(a)(2) Separate certifications for the principal executive officer and the
principal financial officer of the registrant as required by Rule 30a-2(a) under
the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) are filed herewith.
(b) Officer certifications as required by Rule 30a-2(b) under the Investment
Company Act of 1940 (17 CFR 270.30a-2(b)) also accompany this filing as an
exhibit.
- --------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Causeway Capital Management Trust
By (Signature and Title)* /s/ Turner Swan
----------------------
Turner Swan, President
Date: December 8, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Turner Swan
----------------------
Turner Swan, President
Date: December 8, 2005
By (Signature and Title)* /s/ Michael Lawson
-------------------------
Michael Lawson, Treasurer
Date: December 8, 2005
* Print the name and title of each signing officer under his or her signature.