UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM N-CSR -------- 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 1500 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 DATE OF REPORTING PERIOD: SEPTEMBER 30, 2008 ITEM 1. REPORTS TO STOCKHOLDERS. (GRAPHIC) (CAUSEWAY FUNDS LOGO) ANNUAL REPORT CAUSEWAY EMERGING MARKETS FUND SEPTEMBER 30, 2008 TABLE OF CONTENTS Letter to Shareholders 2 Schedule of Investments 6 Sector Diversification 12 Statement of Assets and Liabilities 13 Statement of Operations 14 Statement of Changes in Net Assets 15 Financial Highlights 16 Notes to Financial Statements 18 Report of Independent Registered Public Accounting Firm 24 Notice to Shareholders 25 Trustees and Officers Information 26 Disclosure of Fund Expenses 29 Statement Regarding Basis for Approval of Investment Advisory Agreement 31 LETTER TO SHAREHOLDERS For the fiscal year ended September 30, 2008, the Causeway Emerging Markets Fund Institutional Class returned -37.10% and the Investor Class returned -37.22% compared to the MSCI Emerging Markets Index ("EM Index") return of -33.00%. Since the Fund's inception on March 30, 2007, the annualized returns are -11.36% for the Institutional Class and -11.33% for the Investor Class compared to the EM Index return of -7.62% for the same period. At fiscal year-end, the Fund had net assets of $32.18 million including a cash and cash equivalents position of 0.80%. PERFORMANCE REVIEW In our investment process, we use a combination of bottom-up and top-down quantitative factors to perform security selection. The portfolio's exposure to our bottom-up factors contributed positively to performance compared to the benchmark EM Index over the course of the year. This was mainly attributed to the strong performance of our valuation factors, as well as the positive performance of earnings growth factors. Our momentum factors, on the other hand, had significant negative relative performance. Our top-down factors, which have a smaller weight in the model, detracted from active returns. Of these, only the sector model contributed positively. Our top-down country and macroeconomic factors had negative relative performance over the course of the year. Fund holdings in the banks, real estate, and food, beverage, and tobacco industry groups detracted from relative performance, while holdings in the telecommunication services, capital goods, and retailing industry groups added to relative performance during the period. At the stock level, the notable underperformers compared to the EM Index included real estate companies Shenzhen Investment (China), Hopson Development Holdings (China), and Hung Sheng Construction (Taiwan), shipping company China COSCO Holdings, bank holding company Woori Finance Holdings (Korea), and mining company KGHM Polska Miedz (Poland). Some of the notable contributors to relative return this year were telecommunications companies Telemar Norte Leste Participacoes (Brazil) and LG Telecom (Korea), mining company International Nickel Indonesia, oil exploration and production company Oil & Natural Gas Corporation (India), consumer electronics company LG Electronics (Korea), and Bank Leumi Le-Israel Ltd. All emerging market currencies which float freely (including the Brazilian Real, Korean Won, and South African Rand) depreciated relative to the US dollar in the twelve months ended September 30, 2008, further reducing emerging markets returns for dollar-based investors. Most of the dollar increase occurred in the third quarter of 2008, when there was a flight to quality on the part of investors in response to the ongoing global credit crisis, as they bought the dollar and US Treasury Bills and sold riskier emerging market currencies and debt. The Fund constrains its relative (to the EM Index) exposures to countries and currencies so that currency movements among emerging markets should not have a significant impact on relative performance (although U.S. dollar movements can). 2 CAUSEWAY EMERGING MARKETS FUND SIGNIFICANT PORTFOLIO CHANGES As a result of our quantitative security selection model that includes both bottom-up as well as top-down inputs, the Fund's exposure to several industries and countries changed during the fiscal year. The active weightings in the energy, technology hardware & equipment, and utilities sectors increased, while sector weightings in diversified financials, semiconductors and semiconductor equipment, and consumer durables and apparel decreased. The largest changes in active country weightings during the fiscal year included South Africa (+1.63%), Thailand (+0.97%), India (+0.88%), China (-1.80%), and Malaysia (-1.52%). Significant purchases this fiscal year included oil exploration and production company, Petroleo Brasileiro (Brazil), natural gas producer, OAO Gazprom (Russia), liquid crystal display manufacturer, AU Optronics (Taiwan), shipping company, China COSCO Holdings, shipping company, STX Pan Ocean (Korea), and oil exploration and production company, CNOOC (China). Largest sales during the period included consumer electronics manufacturer, LG Electronics (Korea), oil refining company, China Petroleum and Chemical Corp., metals and mining company, MMC Norilsk Nickel (Russia), wireless telecom company, Vimpel Communications (Russia), and metals and mining company, International Nickel Indonesia. INVESTMENT OUTLOOK Over the course of the fourth quarter of 2007 and the first three quarters of 2008, the global real economy as well as the global financial system witnessed significant deterioration. In the real economy, global growth expectations markedly decreased, with the high growth emerging market economies being most negatively affected. Accompanying the slowdown in global growth, food and energy inflation became less of a concern, as oil and gas, metal and agricultural commodities, and real estate declined in price. As for the financial economy, a crisis of confidence crippled the system as major financial institutions either went bankrupt, merged with larger more solvent firms, or were nationalized. This resulted in unusually wide spreads in interbank lending, commercial paper, and mortgage markets which stifled lending transactions. Central banks and governments have engaged in a massive response to this financial crisis. They have injected significant liquidity into the financial system, cut interest rates, guaranteed bank deposits, purchased troubled bank assets, and provided emergency loans to, and in some cases nationalized, ailing banks. In addition to providing much needed support for the financial system, these pro-growth measures should also benefit the real economy. The investment outlook for emerging markets looks inexpensive from a valuation perspective as stock prices significantly declined in the fiscal year. The forward 2009 price-to-earnings ratio for the EM Index, based on consensus analyst expectations, is now below 10, which is attractive given the growth prospects for emerging markets. In order for emerging markets equities to do well going CAUSEWAY EMERGING MARKETS FUND 3 forward, however, we need to see confidence return to the financial markets. Various measures of investor confidence such as the VIX (the Chicago Board Options Exchange Volatility Index for the S&P 500), the EMBI (Emerging Markets Bond Index) yield spread over US treasuries, and the TED (Eurodollar - US Treasury yields) spread are all trading sharply higher as the flight to quality has driven investors to seek safety in US Treasury bills. Certainly the policy response on the part of governments has been significant, which should result in a restoration of confidence in the financial system and support global growth. Their successes in implementing these measures will determine how quickly emerging markets resume their upward trajectory. Our investment philosophy in these unusual times is to combine value and growth factors, as well as bottom-up and top-down factors to exploit all the sources of alpha that exist in emerging market equities. During this period of unprecedented market volatility and uncertainty, we believe a disciplined multi-factor approach is appropriate. Our process balances value versus growth in stock, country and sector selection. We also monitor the financial leverage and volatility of earnings of stocks in the Fund, as we realize that stocks with modest leverage and stable earnings should perform well in periods of uncertainty. Lastly, our process uses quantitative alpha models, risk models, and optimization to construct portfolios. We believe that this disciplined approach is well-suited for the current period, when emotions can lead to indiscriminate selling, and irrational equity prices. We thank you for your continued confidence in Causeway Emerging Markets Fund and look forward to serving you in the future. /s/ Arjun Jayaraman /s/ MacDuff Kuhnert Arjun Jayaraman MacDuff Kuhnert Portfolio Manager Portfolio Manager October 20, 2008 4 CAUSEWAY EMERGING MARKETS FUND COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN CAUSEWAY EMERGING MARKETS FUND, INSTITUTIONAL CLASS SHARES AND INVESTOR CLASS SHARES VERSUS THE MSCI EMERGING MARKETS INDEX [PERFORMANCE GRAPH] Causeway Causeway Emerging Emerging Markets Markets MSCI Fund, Fund, Emerging Institutional Investor Markets Class Class Index - --------- ------------- -------- -------- 3/29/07 $10,000 $10,000 $10,000 9/30/07 13,260 13,290 13,244 9/30/08 8,341 8,344 8,873 Annualized One Year Inception Return to Date -------- ---------- Institutional Class -37.10% -11.36% Investor -37.22% -11.33% MSCI Emerging Markets Index -33.00% -7.62% 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 Causeway Emerging Markets Fund is March 30, 2007. THE PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NOT AN INDICATION OF FUTURE RESULTS. INVESTMENT RETURN AND THE PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH LESS THAN THEIR ORIGINAL COST AND CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH END, PLEASE CALL 1-866-947-7000 OR VISIT www.causewayfunds.com. 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 SERVICE FEE OF UP TO 0.25% PER ANNUM OF AVERAGE DAILY NET ASSETS. INSTITUTIONAL CLASS SHARES HAVE NO SHAREHOLDER SERVICE FEE. FOR MORE INFORMATION, PLEASE SEE THE PROSPECTUS. THE MSCI EMERGING MARKETS INDEX IS A FREE FLOAT-ADJUSTED MARKET CAPITALIZATION INDEX THAT IS DESIGNED TO MEASURE EQUITY MARKET PERFORMANCE IN THE GLOBAL EMERGING MARKETS. 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). CAUSEWAY EMERGING MARKETS FUND 5 SCHEDULE OF INVESTMENTS (000)* SEPTEMBER 30, 2008 NUMBER OF CAUSEWAY EMERGING MARKETS FUND SHARES VALUE - ------------------------------ ---------- ------- COMMON STOCK BRAZIL -- 10.0% Brasil Telecom SA ADR 5,900 $ 129 Centrais Eletricas Brasileiras SA 15,000 218 Cia de Saneamento Basico do Estado de Sao Paulo ADR 17,100 485 Cia Vale do Rio Doce ADR 27,300 523 Petroleo Brasileiro SA ADR 40,100 1,602 Sadia SA ADR 8,600 80 Tele Norte Leste Participacoes SA ADR 11,100 194 ------- 3,231 ------- CHINA -- 13.1% Bank of China Ltd.(2) 565,000 219 Canadian Solar Inc.(1) 9,500 185 Chaoda Modern Agriculture(2) 306,575 259 China Agri Industries Holdings Ltd.(1, 2) 217,000 114 China Construction Bank Corp., Class H(2) 951,000 635 China COSCO Holdings Co. Ltd., Class H(2) 356,500 325 China Mobile Ltd. ADR 11,900 596 CNOOC Ltd. ADR 5,800 664 Dongfeng Motor Group Co. Ltd., Class H(2) 186,000 68 FerroChina Ltd.(2, 3) 258,000 116 Lenovo Group Ltd.(2) 126,000 56 Netease.com ADR(1) 6,400 146 Shanghai Jinjiang International, Class B 56,200 43 Shenzhen Investment Ltd.(2) 1,296,000 194 Sino Techfibre Ltd.(2) 760,000 172 Sohu.com Inc.(1) 3,500 195 Weiqiao Textile Co. Ltd., Class H(2) 271,500 133 Yanzhou Coal Mining Co. Ltd. ADR 10,500 110 ------- 4,230 ------- THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 6 CAUSEWAY EMERGING MARKETS FUND SCHEDULE OF INVESTMENTS (000)* (CONTINUED) SEPTEMBER 30, 2008 NUMBER OF CAUSEWAY EMERGING MARKETS FUND SHARES VALUE - ------------------------------ ---------- ------- CZECH REPUBLIC -- 0.4% CEZ(2) 2,270 $ 141 ------- HONG KONG -- 0.6% Hopson Development Holdings Ltd.(2) 384,000 195 ------- INDIA -- 6.9% Bank of India(2) 55,708 345 IDBI Bank Ltd.(2) 84,300 137 Infosys Technologies Ltd. ADR 7,000 233 Oil & Natural Gas Corp. Ltd.(2) 31,697 709 Reliance Industries Ltd.(2) 14,691 620 Sesa GOA Ltd.(2) 61,680 160 ------- 2,204 ------- INDONESIA -- 2.3% Astra Agro Lestari Tbk PT(2) 48,000 65 Bank Mandiri Persero(2) 763,500 212 Indah Kiat Pulp and Paper Corp.(1, 2) 988,000 163 Indofood Sukses Makmur Tbk PT(2) 1,174,000 241 United Tractors Tbk PT(2) 63,000 62 ------- 743 ------- ISRAEL -- 4.5% Bank Hapoalim BM(2) 135,158 409 Bank Leumi Le-Israel BM(2) 192,075 673 Cellcom Israel Ltd. 37 1 Delek Group Ltd.(2) 872 73 Israel Chemicals Ltd.(2) 12,807 185 Teva Pharmaceutical Industries Ltd. ADR 2,324 106 ------- 1,447 ------- THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. CAUSEWAY EMERGING MARKETS FUND 7 SCHEDULE OF INVESTMENTS (000)* (CONTINUED) SEPTEMBER 30, 2008 NUMBER OF CAUSEWAY EMERGING MARKETS FUND SHARES VALUE - ------------------------------ ---------- ------- MALAYSIA -- 0.5% Affin Holdings Bhd(2) 234,100 $ 109 KNM Group Bhd(2) 25 -- Public Bank Bhd(2) 12,600 37 ------- 146 ------- MEXICO -- 4.1% Alfa SAB de CV, Class A 60,600 273 America Movil SAB de CV ADR, Class L 4,300 199 Grupo Mexico SAB de CV, Class B 173,010 182 Grupo Televisa SA ADR 15,600 341 Mexichem SAB de CV 176,400 321 ------- 1,316 ------- POLAND -- 3.5% Grupa Lotos SA(1, 2) 8,769 99 KGHM Polska Miedz SA(2) 24,695 523 Polski Koncern Naftowy Orlen SA(2) 20,629 298 Telekomunikacja Polska SA(2) 22,262 213 ------- 1,133 ------- RUSSIA -- 8.5% Evraz Group SA GDR(2) 6,750 260 LUKOIL ADR 9,350 550 Mechel ADR 10,500 189 Mobile Telesystems ADR 8,200 459 OAO Gazprom ADR(2) 23,600 754 OAO Gazprom(2) 36,629 297 Rosneft Oil Co.(2) 22,000 152 Vimpel-Communications ADR 3,000 61 ------- 2,722 ------- THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 8 CAUSEWAY EMERGING MARKETS FUND SCHEDULE OF INVESTMENTS (000)* (CONTINUED) SEPTEMBER 30, 2008 NUMBER CAUSEWAY EMERGING MARKETS FUND OF SHARES VALUE - ------------------------------ ---------- ------- SOUTH AFRICA -- 8.1% ABSA Group Ltd.(2) 12,969 $ 172 African Rainbow Minerals Ltd.(2) 17,283 333 Imperial Holdings Ltd.(2) 21,107 152 Investec Ltd.(2) 38,561 226 Metropolitan Holdings Ltd.(2) 150,356 204 MTN Group Ltd.(2) 43,910 621 Remgro Ltd.(2) 2,926 68 Sanlam Ltd.(2) 97,191 210 Sasol Ltd. ADR 4,200 179 Shoprite Holdings Ltd.(2) 75,752 432 ------- 2,597 ------- SOUTH KOREA -- 14.5% Hana Financial Group Inc.(2) 10,350 244 Honam Petrochemical Corp.(2) 1,451 84 Hyundai Mipo Dockyard(2) 1,763 258 Industrial Bank of Korea(2) 40,670 492 Korea Gas Corp.(2) 704 41 LG Chemical Ltd.(2) 8,613 676 LG Display Co. Ltd. ADR 31,900 405 LG Telecom Ltd.(2) 90,081 752 POSCO ADR 1,200 112 Pusan Bank(2) 30,390 275 Samsung Electronics Co. Ltd.(2) 829 380 STX Pan Ocean Co. Ltd.(2) 309,717 431 Woori Finance Holdings Co. Ltd.(2) 51,620 530 ------- 4,680 ------- THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. CAUSEWAY EMERGING MARKETS FUND 9 SCHEDULE OF INVESTMENTS (000)* (CONTINUED) SEPTEMBER 30, 2008 NUMBER CAUSEWAY EMERGING MARKETS FUND OF SHARES VALUE - ------------------------------ ---------- ------- TAIWAN -- 11.5% AU Optronics Corp. ADR 58,064 $ 660 China Development Financial Holding Corp.(2) 1,349,925 408 Chunghwa Telecom Co. Ltd. ADR 21,800 516 Compal Electronics Inc.(2) 832,536 608 Dynapack International Technology Corp.(2) 54,000 147 Great Wall Enterprise Co.(2) 9,472 9 Hung Sheng Construction Co. Ltd.(2) 711,000 195 Lee Chang Yung Chemical Industry Corp.(2) 172 -- Lite-On Technology Corp.(2) 285,420 249 Micro-Star International Co. Ltd.(2) 175,816 80 Quanta Computer Inc.(2) 280,000 350 Taiwan Semiconductor Manufacturing Co. Ltd. ADR 10,207 96 Unitech Printed Circuit Board Corp.(2) 172,205 68 Universal Scientific Industrial Co. Ltd(2) 397,242 130 WPG Holdings Co. Ltd.(2) 251,990 199 ------- 3,715 ------- THAILAND -- 2.8% G Steel(2) 10,000,000 376 PTT Aromatics & Refining(2) 36 -- PTT Exploration & Production(2) 70,500 267 Thoresen Thai Agencies(2) 323,200 251 ------- 894 ------- TURKEY -- 1.7% Dogan Sirketler Grubu Holdings(2) 462,790 534 ------- TOTAL COMMON STOCK (COST $44,525) -- 93.0% 29,928 ------- THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 10 CAUSEWAY EMERGING MARKETS FUND SCHEDULE OF INVESTMENTS (000)* (CONCLUDED) SEPTEMBER 30, 2008 NUMBER CAUSEWAY EMERGING MARKETS FUND OF SHARES VALUE - ------------------------------ ---------- ------- PREFERRED STOCK BRAZIL -- 5.2% Cia de Transmissao de Energia Eletrica Paulista 8,600 $ 218 Eletropaulo Metropolitana Eletricidade de Sao Paulo SA 30,529 419 Investimentos Itau SA 64,779 318 Metalurgica Gerdau SA, Class A 24,500 378 Telemar Norte Leste SA 9,709 296 Usinas Siderurgicas de Minas Gerais SA 2,400 51 ------- TOTAL PREFERRED STOCK (COST $2,602) -- 5.2% 1,680 ------- SHORT TERM INVESTMENT Dreyfus Treasury Prime Cash Management, 0.930%** 247,083 247 ------- TOTAL SHORT-TERM INVESTMENT (COST $247) -- 0.8% 247 ------- EXCHANGE TRADED FUND UNITED STATES -- 0.8% Vanguard Emerging Markets Fund 7,300 253 ------- TOTAL EXCHANGE TRADED FUND (COST $262) -- 0.8% 253 ------- TOTAL INVESTMENTS -- 99.8% (COST $47,636) 32,108 ------- OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.2% 68 ------- NET ASSETS -- 100.0% $32,176 ======= * Except for share data. ** The rate shown represents the 7-day effective yield as of September 30, 2008. ADR American Depositary Receipt GDR Global Depositary Receipt 1 Non-income producing security. 2 Security is fair valued (see note 2 in the Notes to Financial Statements). 3 Subsequent to fiscal year end, security has no value due to company's insolvency. Amounts designated as "--"are $0 or are rounded to $0. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. CAUSEWAY EMERGING MARKETS FUND 11 SECTOR DIVERSIFICATION AS OF SEPTEMBER 30, 2008, THE SECTOR DIVERSIFICATION WAS AS FOLLOWS: COMMON PREFERRED EXCHANGE % OF CAUSEWAY EMERGING MARKETS FUND STOCK STOCK TRADED FUND NET ASSETS - ------------------------------ ------ --------- ----------- ---------- Financials 19.2% 1.0% 0.8% 21.0% Energy 19.6 0.0 0.0 19.6 Materials 14.2 1.3 0.0 15.5 Information Technology 9.9 0.0 0.0 12.6 Telecommunication Services 11.7 0.9 0.0 12.6 Industrials 9.0 0.0 0.0 9.0 Consumer Staples 3.7 0.0 0.0 3.7 Consumer Discretionary 2.7 0.0 0.0 2.7 Utilities 2.7 2.0 0.0 4.7 Health Care 0.3 0.0 0.0 0.3 ---- --- --- ----- TOTAL 93.0% 5.2% 0.8% 99.0% ==== === === ===== SHORT-TERM INVESTMENT 0.8 EXCESS OF CASH AND RECEIVABLES OVER PAYABLES 0.2 ----- NET ASSETS 100.0% ===== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 12 CAUSEWAY EMERGING MARKETS FUND STATEMENT OF ASSETS AND LIABILITIES (000)* CAUSEWAY EMERGING MARKETS FUND ------------ 9/30/08 ------------ ASSETS: Investments at Market Value (Cost $ 47,636) $ 32,108 Receivable for Dividends and Interest 296 Receivable for Investment Securities Sold 163 Receivable for Fund Shares Sold 21 Receivable for Tax Reclaims 1 -------- TOTAL ASSETS 32,589 -------- LIABILITIES: Payable for Investment Securities Purchased 262 Payable for Foreign Currency 28 Payable for Fund Shares Redeemed 22 Payable due to Investment Adviser 16 Payable for Shareholder Service Fees -- Investor Class 8 Accumulated Foreign Capital Gains Tax on Appreciated Securities 7 Payable due to Administrator 1 Payable for Trustees' Fees 1 Other Accrued Expenses 68 -------- TOTAL LIABILITIES 413 -------- NET ASSETS $ 32,176 ======== NET ASSETS: Paid-in Capital (unlimited authorization -- no par value) $ 48,492 Undistributed Net Investment Income 554 Accumulated Net Realized Loss on Investments (1,329) Accumulated Foreign Capital Gains Tax on Appreciated Securities (7) Net Unrealized Depreciation on Investments (15,528) Net Unrealized Depreciation on Foreign Currencies and Translation of Other Assets and Liabilities Denominated in Foreign Currencies (6) -------- NET ASSETS $ 32,176 ======== NET ASSET VALUE PER SHARE (BASED ON NET ASSETS OF $28,851,382 / 3,625,831 SHARES) -- INSTITUTIONAL CLASS $ 7.96 ======== NET ASSET VALUE PER SHARE (BASED ON NET ASSETS OF $3,324,721 / 417,257 SHARES) -- INVESTOR CLASS $ 7.97 ======== * Except for Net Asset Value data. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. CAUSEWAY EMERGING MARKETS FUND 13 STATEMENT OF OPERATIONS (000) CAUSEWAY EMERGING MARKETS FUND ------------ 10/01/07 to 9/30/08 ------------ INVESTMENT INCOME: Dividend Income (net of foreign taxes withheld of $ 162) $ 1,300 Interest Income 9 -------- TOTAL INVESTMENT INCOME 1,309 -------- EXPENSES: Investment Advisory Fees 334 Shareholder Service Fees -- Investor Class 16 Administration Fees 15 Custodian Fees 64 Professional Fees 55 Transfer Agent Fees 47 Registration Fees 19 Trustees' Fees 2 Printing Fees (25) Other Fees 9 -------- TOTAL EXPENSES 536 Less: Waiver of Investment Advisory Fees (70) -------- NET EXPENSES 466 -------- NET INVESTMENT INCOME 843 -------- NET REALIZED AND UNREALIZED GAIN (Loss) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS: Net Realized Loss from Security Transactions (751) Net Realized Loss from Foreign Currency Transactions (39) Net Change in Unrealized Depreciation on Investments (19,316) Net Change in Foreign Capital Gains Tax on Appreciated Securities -- Net Change in Unrealized Depreciation on Foreign Currency and Translation of Other Assets and Liabilities Denominated in Foreign Currency (7) -------- NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS (20,113) -------- NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $(19,270) ======== Amounts designated as "--" are $0 or are rounded to $0. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 14 CAUSEWAY EMERGING MARKETS FUND STATEMENT OF CHANGES IN NET ASSETS (000) CAUSEWAY EMERGING MARKETS FUND ------------------------------ 10/01/07 to 3/30/07(1) to 9/30/08 9/30/07 ------------- -------------- OPERATIONS: Net Investment Income $ 843 $ 115 Net Realized Gain (Loss) from Security Transactions (751) 412 Net Realized Loss from Foreign Currency Transactions (39) (26) Net Change in Unrealized Appreciation (Depreciation) on Investments (19,316) 3,788 Net Change in Foreign Capital Gains Tax on Appreciated Securities -- (7) Net Change in Unrealized Appreciation (Depreciation) on Foreign Currency and Translation of Other Assets and Liabilities Denominated in Foreign Currency (7) 1 -------- ------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS (19,270) 4,283 -------- ------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Net Investment Income Dividends: Institutional Class (348) -- Investor Class (106) -- -------- ------- Total Net Investment Income Dividends (454) -- -------- ------- Net Capital Gain Distributions: Institutional Class (663) -- Investor Class (212) -- -------- ------- Total Net Capital Gain Distributions (875) -- -------- ------- TOTAL DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS (1,329) -- -------- ------- NET INCREASE IN NET ASSETS DERIVED FROM CAPITAL SHARE TRANSACTIONS(2) 25,865 22,610 Redemption Fees(3) 17 -- -------- ------- TOTAL INCREASE IN NET ASSETS 5,283 26,893 -------- ------- NET ASSETS: Beginning of Period 26,893 -- -------- ------- END OF PERIOD $ 32,176 $26,893 ======== ======= UNDISTRIBUTED NET INVESTMENT INCOME $ 554 $ 99 ======== ======= (1) Commencement of operations. (2) See Note 7 in the Notes to Financial Statements. (3) See Note 2 in the Notes to Financial Statements. Amounts designated as "--" are $0 or are rounded to $0. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. CAUSEWAY EMERGING MARKETS FUND 15 FINANCIAL HIGHLIGHTS FOR THE YEAR OR PERIOD ENDED SEPTEMBER 30, FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS Net Realized and Net Asset Unrealized Dividends Distributions Total Value, Net Gain Total from Net from Dividends Beginning Investment (Loss) on from Investment Capital and Redemption of Period Income Investments Operations Income Gains Distributions Fees ($) ($) ($) ($) ($) ($) ($) ($) --------- ---------- ------------ ---------- ---------- ------------- ------------- ---------- CAUSEWAY EMERGING MARKETS FUND+ INSTITUTIONAL CLASS 2008 13.26 0.31 (5.00) (4.69) (0.21) (0.40) (0.61) -- 2007(1) 10.00 0.08 3.18 3.26 -- -- -- -- INVESTOR CLASS 2008 13.29 0.22 (4.94) (4.72) (0.20) (0.40) (0.60) -- 2007(1) 10.00 0.06 3.23 3.29 -- -- -- -- (1) Commenced operations on March 30, 2007. All ratios are annualized. Total return and portfolio turnover rate 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 $0. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 16 CAUSEWAY EMERGING MARKETS FUND Ratio of Expenses Ratio to Average of Net Net Assets Ratio of Net Investment Net Asset End of Expenses to Assets Income Portfolio Value, End Total Period Average Net (Excluding to Average Turnover of Period ($) Return(%) ($ 000) Assets (%) Waivers) (%) Net Assets (%) Rate(%) - ------------- --------- ---------- ----------- ------------ -------------- ---------- 7.96 (37.10) 28,851 1.35 1.56 2.69 100 13.26 32.60 22,376 1.35 3.24 1.44 77 7.97 (37.22) 3,325 1.60 1.82 1.79 100 13.29 32.90 4,517 1.58 3.16 1.02 77 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. CAUSEWAY EMERGING MARKETS FUND 17 NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION Causeway Emerging Markets 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 March 30, 2007. 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. The Trust has two additional series, the financial statements of which are presented separately. 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 generally accepted accounting principles 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 and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. SECURITY VALUATION - Except as described below, 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. 18 CAUSEWAY EMERGING MARKETS FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) The Fund uses a third party vendor to fair value certain 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. CASH AND CASH EQUIVALENTS -- Investments in the Dreyfus Treasury Prime Cash Management money market fund are valued daily at the net asset value per share. SECURITY TRANSACTIONS AND RELATED INCOME -Security transactions are accounted for on the date the security is purchased or sold (trade date). 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) the market value of investment securities, assets and liabilities is converted at the current rate of exchange; and (2) purchases and sales of investment securities, income and expenses are converted at the relevant rates of exchange prevailing on the respective dates 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. FOREIGN CURRENCY EXCHANGE CONTRACTS - When the Fund purchases or sells foreign securities, it may enter into foreign currency exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transaction. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contract's terms. EXPENSE/CLASSES - Expenses that are directly related to one Fund of the Trust are charged directly to that Fund. Other operating expenses of the Trust are prorated to the Fund and the other series of the Trust on the basis of relative daily net assets. 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 - During the fiscal year, the Fund imposed a redemption fee of 2% on the original value of capital shares redeemed by shareholders less than 90 days after purchase. (Effective December 1, 2008, the redemption fee period will be reduced to 60 days.) The redemption fee does not apply to shares purchased through reinvested distributions, shares redeemed through designated systematic withdrawal plans, or omnibus account CAUSEWAY EMERGING MARKETS FUND 19 NOTES TO FINANCIAL STATEMENTS (CONTINUED) arrangements through financial intermediaries where the purchase and sale orders of a number of persons are aggregated before being communicated to the Fund. However, the Fund seeks agreements with these intermediaries to impose the Fund's redemption fee or a different redemption fee on their customers if feasible, or to impose other appropriate restrictions on excessive short-term trading. For the fiscal year ended September 30, 2008, the Institutional Class and Investor Class received $9,127 and $8,345 in redemption fees, respectively. 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 1.00% of the Fund's average daily net assets. The Adviser contractually agreed through September 30, 2008 to waive its fee and, to the extent necessary, reimburse the Fund to keep total annual fund operating expenses (excluding brokerage fees and commissions, interest, taxes, fees and expenses of other funds in which the Fund invests, and extraordinary expenses) from exceeding 1.35% and 1.60% of Institutional Class and Investor Class average daily net assets, respectively. For the year ended September 30, 2008, the Adviser waived $69,748. The Trust and SEI Investments Global Funds Services (the "Administrator") have entered into an Administration Agreement. Effective January 1, 2006, 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 Trust as follows: 0.06% up to $1 billion; 0.05% of the assets exceeding $1 billion up to $2 billion; 0.04% of the assets exceeding $2 billion up to $3 billion; 0.03% of the assets exceeding $3 billion up to $4 billion; and 0.02% of the assets exceeding $4 billion. The Trust is subject to a minimum annual fee of $165,000 for all portfolios and classes in existence on the agreement date increased by $80,000 for any portfolio created thereafter and increased by $20,000 for each new class in excess of two added after the agreement date. The Trust has adopted a Shareholder Service Plan and Agreement for Investor Class shares that allows the Trust 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 year ended September 30, 2008, the Investor Class paid 0.25% 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. The officers of the Trust are also officers or employees of the Administrator, Distributor or Adviser. They receive no fees for serving as officers of the Trust. 4. INVESTMENT TRANSACTIONS The cost of security purchases and the proceeds from the sale of securities, other than short-term 20 CAUSEWAY EMERGING MARKETS FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) investments, during the year ended September 30, 2008, for the Fund were as follows: Purchases Sales (000) (000) - --------- ------- $57,716 $32,531 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 U.S. as a result of, among other factors, the possibility of future social, political and economic developments and the level of governmental supervision and regulation of securities markets in different foreign countries. These risks are higher for emerging markets investments. 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 dividends from net investment income and distributions from 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. Dividend and interest income is recorded net of non-U.S. taxes paid. Gains realized by the Fund on the sale of securities in certain countries are subject to non-U.S. taxes. The Fund records a liability based on unrealized gains to provide for potential non-U.S. taxes payable upon the sale of these securities. For the year ended September 30, 2008, non-U.S. taxes paid on realized gains were $0 and non-U.S. taxes accrued on unrealized gains were $6,623. 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 generally accepted accounting principles in the United States of America. These book/tax differences are either temporary or permanent in nature. 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 transactions and reclassifications of realized gains from passive foreign investment companies, were reclassified to/(from) the following accounts as of September 30, 2008 (000): Undistributed Accumulated Net Investment Net Realized Income Gain - -------------- ------------ $66 $(66) These reclassifications had no impact on net assets or net asset value per share. CAUSEWAY EMERGING MARKETS FUND 21 NOTES TO FINANCIAL STATEMENTS (CONTINUED) The tax character of dividends and distributions declared during the year ended September 30, 2008, were as follows (000): Ordinary Long-Term Income Capital Gain Total -------- ------------ ------ 2008 $1,329 $-- $1,329 As of September 30, 2008, the components of accumulated losses on a tax basis were as follows (000): Undistributed Ordinary Income $ 591 Unrealized Depreciation (15,737) Post-October Losses (1,133) Post-October Accumulated Losses (37) -------- Total Distributable Income $(16,316) ======== Post-October losses and Post-October currency losses represent losses realized on securities and currency transactions from November 1, 2007 through September 30, 2008 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, 2008, 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 Depreciation - -------- ----------- ----------- ------------ $47,832 $60 $(15,784) $(15,724) 7. CAPITAL SHARES ISSUED AND REDEEMED (000) Year Ended 3/30/07(1) to September 30, 2008 9/30/07 ------------------ ---------------- SHARES VALUE SHARES VALUE ------- -------- ------ ------- INSTITUTIONAL CLASS: Shares Sold 1,911 $23,873 1,736 $19,177 Shares Issued in Reinvestment of Dividends and Distributions 76 976 -- -- Shares Redeemed (49) (641) (49) (590) ----- ------- ----- ------- Increase in Shares Outstanding Derived from Institutional Class Transactions 1,938 24,208 1,687 18,587 ----- ------- ----- ------- INVESTOR CLASS: Shares Sold 400 5,301 348 4,127 Shares Issued in Reinvestment of Dividends and Distributions 24 306 -- -- Shares Redeemed (347) (3,950) (8) (104) ----- ------- ----- ------- Increase in Shares Outstanding Derived from Investor Class Transactions 77 1,657 340 4,023 ----- ------- ----- ------- Increase in Shares Outstanding from Capital Share Transactions 2,015 $25,865 2,027 $22,610 ===== ======= ===== ======= (1) Commencement of operations. 22 CAUSEWAY EMERGING MARKETS FUND NOTES TO FINANCIAL STATEMENTS (CONCLUDED) 8. RECENT ACCOUNTING PRONOUNCEMENTS In June 2006, the Financial Accounting Standards Board (FASB) issued FASB interpretation No. 48 -- Accounting for Uncertainty in Income Taxes (FIN 48), an interpretation of FASB Statement 109 that requires additional tax disclosures and the tax effects of certain income tax positions, whether on previously filed tax returns or those expected to be taken on future returns. These positions must meet a more-likely-than-not standard that, based on the technical merits, they have a more than 50 percent likelihood of being sustained upon examination. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, management of the Fund must presume that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. FIN 48 requires management of the Fund to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions. Open tax years are those that are open for examination by taxing authorities. Management of the Fund has reviewed all open tax years and major jurisdictions and concluded that the adoption of FIN 48 resulted in no effect to the Fund's tax liability, financial position or results of operations. There is no tax liability resulting from unrecognized tax benefits related to uncertain income tax positions taken or expected to be taken in future tax returns. The Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next 12 months. The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (FAS 157), in September 2006, which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands the required financial statement disclosures about fair value measurements. Management has reviewed the statement and has determined that the adoption of FAS 157 will not materially impact the determination of fair value. In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, "Disclosures about Derivative Instruments and Hedging Activities -- an amendment of FASB Statement No 133" (FAS 161). FAS 161 is effective for fiscal years beginning after November 15, 2008. FAS 161 amends and expands disclosures about derivative instruments and hedging activities. FAS 161 requires qualitative disclosures about the objectives and strategies of derivative instruments, quantitative disclosures about the fair value amounts of and gains and losses on derivative instruments, and disclosures of credit-risk-related contingent features in hedging activities. Management is currently evaluating the impact that adopting FAS 161 will have on the financial statement disclosures. CAUSEWAY EMERGING MARKETS FUND 23 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees and Shareholders of Causeway Emerging Markets Fund In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Causeway Emerging Markets Fund (the "Fund") at September 30, 2008, the results of its operations for the year then ended, the changes in its net assets and the 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 audit, which included confirmation of securities at September 30, 2008 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. PricewaterhouseCoopers LLP Los Angeles, California November 26, 2008 24 CAUSEWAY EMERGING MARKETS FUND 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 2009. Please consult your tax adviser for proper treatment of this information. For the fiscal year ended September 30, 2008, the Fund is designating the following items with regard to distributions paid during the year: (A) (B) (E) Long Term Ordinary (C) (D) Dividends(1) Capital Gains Income Tax Exempt Total for Corporate Distributions Distributions Distributions Distributions Dividends Received (Tax Basis) (Tax Basis) (Tax Basis) (Tax Basis) Deduction - ------------- ------------- ------------- ------------- ------------------ 0.00% 100.00% 0.00% 100.00% 0.00% (I) (F) Qualified Qualified (G) (H) Short-Term Dividend Income Foreign Interest Capital (15% Tax Rate Tax Related Gain for QDI) Credit Dividends Dividends - --------------- ------- --------- ---------- 22.17% 10.86% 1.56% 100.00% Foreign taxes accrued during the fiscal year ended September 30, 2008, amounted to $161,822 and are expected to be passed through to shareholders as foreign tax credits on Form 1099 - Dividend for the year ending December 31, 2008. In addition, for the fiscal year ended September 30, 2008, gross income derived from sources within foreign countries amounted to $1,447,198 for the Fund. (1) Qualified 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 excluding pass-through as foreign tax credit. Item (E) is based on a percentage of ordinary income distributions of the Fund. Item (F) represents the amount of "Qualified 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 up to 100%. Item (G) is based on a percentage of ordinary income distributions of the Fund. Item (H) is the amount of "Interest Related Dividends" as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of net investment income distributions that is exempt from U.S. withholding tax when paid to foreign investors. Item (I) is the amount of "Qualified Short-Term Capital Gain Dividends" as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of short-term capital gain distributions that is exempt from U.S. withholding tax when paid to foreign investors. CAUSEWAY EMERGING MARKETS FUND 25 TRUSTEES AND OFFICERS 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 NAME POSITION(S) LENGTH OF OCCUPATION(S) COMPLEX OTHER ADDRESS, HELD WITH THE TIME DURING PAST OVERSEEN BY DIRECTORSHIPS HELD AGE(1) COMPANY SERVED(2) FIVE YEARS BOARD MEMBER(3) BY BOARD MEMBER(4) - ---------------- -------------- ------------ ------------------------------------- --------------- ---------------------- INDEPENDENT BOARD MEMBERS(5) John A. G. Gavin Trustee Since 9/01 Chairman, Gamma Holdings 3 Director, TCW Funds, Age: 77 (international consulting and Inc. and TCW Strategic investment holding company) (since Income Fund, Inc.; 1968); Senior Counselor, Hicks Trustee, Hotchkis and TransAmerica Partners (private equity Wiley Funds; Director, investment firm) (since 2001). Claxson, S.A. Eric H. Sussman Trustee Since 9/01 Tenured Lecturer, Anderson Graduate 3 Trustee, Presidio Age: 42 School of Management, University of Funds California, Los Angeles (since 1995); President, Amber Capital, Inc. (real estate investment and financial planning firm) (since 1993). 26 CAUSEWAY EMERGING MARKETS FUND TRUSTEES AND OFFICERS INFORMATION (Unaudited) (CONTINUED) TERM OF NUMBER OF OFFICE PORTFOLIOS AND PRINCIPAL IN TRUST NAME POSITION(S) LENGTH OF OCCUPATION(S) COMPLEX OTHER ADDRESS, HELD WITH THE TIME DURING PAST OVERSEEN BY DIRECTORSHIPS HELD AGE(1) COMPANY SERVED(2) FIVE YEARS BOARD MEMBER(3) BY BOARD MEMBER(4) - -------------------- -------------- ------------ ------------------------------------- --------------- ---------------------- OFFICERS -- Turner Swan President and Since 8/01 General Counsel and Member of the N/A N/A 11111 Santa Secretary Adviser (since 2001). Monica Blvd., Suite 1500, Los Angeles, CA 90025 Age: 46 Gracie V. Fermelia Chief CCO (since Chief Compliance Officer of the N/A N/A 11111 Santa Compliance 7/05); Asst. Adviser (since July 2005); Chief Monica Blvd., Officer and Sect. (since Operating Officer and Member of the Suite 1500, Assistant 8/01) Adviser (since 2001). Los Angeles, CA Secretary 90025 Age: 47 Michael Lawson(6) Treasurer Since 7/05 Director of the Administrator's Fund N/A N/A One Freedom Accounting department (since July Valley Drive 2005); Manager in the Administrator's Oaks, PA 19456 Fund Accounting department (November Age: 47 1998 to July 2005). Joseph M. Gallo(6) Vice President Since 7/08 Corporate Counsel, of the N/A N/A One Freedom and Assistant Administrator (since 2007); Associate Valley Drive Secretary Counsel, ICMA Retirement Corporation Oaks, PA 19456 (2004-2007); Federal Investigator, Age: 35 U.S. Department of Labor (2002-2004); U.S. Securities and Exchange Commission--Division of of Investment Management (2003). Carolyn F. Mead(6) Vice President Since 7/08 Corporate Counsel, of the N/A N/A One Freedom and Assistant Administrator (since 2007);Associate Valley Drive Secretary Counsel, Stradley, Ronan, Stevens & Oaks, PA 19456 Young LLP (2004-2007); Counsel, ING Age: 52 Variable Annuities (1999-2002). CAUSEWAY EMERGING MARKETS FUND 27 TRUSTEES AND OFFICERS INFORMATION (Unaudited) (CONCLUDED) TERM OF NUMBER OF OFFICE PORTFOLIOS AND PRINCIPAL IN TRUST NAME POSITION(S) LENGTH OF OCCUPATION(S) COMPLEX OTHER ADDRESS, HELD WITH THE TIME DURING PAST OVERSEEN BY DIRECTORSHIPS HELD AGE(1) COMPANY SERVED(2) FIVE YEARS BOARD MEMBER(3) BY BOARD MEMBER(4) - -------------------- -------------- ------------ ------------------------------------- --------------- ------------------ Bernadette Sparling(6) Vice President Since 7/08 Corporate Counsel, of the N/A N/A One Freedom and Assistant Administrator (since 2005); Associate Valley Drive Secretary Counsel, Blank Rome LLP (2001-2005). Oaks, PA 19456 Age: 31 - ---------- (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 holds office during the lifetime of the Trust or until his or her sooner resignation, retirement, removal, death or incapacity in accordance with the Trust's Declaration of Trust. The president, treasurer and secretary each holds office at the pleasure of the Board of Trustees or until he or she sooner resigns 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, 2008, the Trust Complex consisted of one investment company with three portfolios -- the International Value Fund, the Emerging Markets Fund, and the Global Value Fund. (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. (5) On October 10, 2008, the Trust held a Special Meeting of Shareholders to consider a proposal to elect three additional trustees to the Trust's Board of Trustees. The three nominees, Lawry J. Meister, John R. Graham and Mark D. Cone, were elected to the Board by a plurality of votes of shareholders of the entire Trust. As a result of the vote, the Trust's Board is currently comprised of five trustees. Messrs. Gavin, Sussman and Graham and Ms. Meister are considered independent trustees within the meaning of the 1940 Act. Mr. Cone is considered an interested trustee because he is an officer of the Adviser. (6) These officers of the Trust also serve as officers of one or more mutual funds for which SEI Investments Company or its affiliates act as investment manager, administrator or distributor. 28 CAUSEWAY EMERGING MARKETS FUND DISCLOSURE OF FUND EXPENSES (Unaudited) As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees, shareholder service fees, and other Fund expenses. It is important for you to understand the impact of these costs on your investment returns. Ongoing operating expenses are deducted from a mutual fund's gross income and directly reduce its final investment return. These expenses are expressed as a percentage of a mutual fund's average net assets; this percentage is known as a mutual 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 the 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 the Fund's costs in two ways: ACTUAL FUND RETURN. This section helps you to estimate the actual expenses after fee waivers that the 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 under "Expenses Paid During Period." HYPOTHETICAL 5% RETURN. This section helps you compare the 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 the Fund's comparative cost by comparing the hypothetical result for the Fund in the "Expenses Paid During Period" column with those that appear in the same charts in the shareholder reports for other mutual funds. NOTE: Because the return is set at 5% for comparison purposes -- NOT the Fund's actual return -- the account values shown may not apply to your specific investment. CAUSEWAY EMERGING MARKETS FUND 29 DISCLOSURE OF FUND EXPENSES (Unaudited) (CONCLUDED) BEGINNING ENDING EXPENSES ACCOUNT ACCOUNT ANNUALIZED PAID VALUE VALUE EXPENSE DURING 4/1/08 9/30/08 RATIOS PERIOD* --------- --------- ---------- -------- CAUSEWAY EMERGING MARKETS FUND ACTUAL FUND RETURN Institutional Class $1,000.00 $ 690.40 1.35% $5.71 HYPOTHETICAL 5% RETURN Institutional Class $1,000.00 $1,018.25 1.35% $6.81 CAUSEWAY EMERGING MARKETS FUND ACTUAL FUND RETURN Investor Class $1,000.00 $ 689.40 1.60% $6.67 HYPOTHETICAL 5% RETURN Investor Class $1,000.00 $1,017.10 1.60% $7.97 * EXPENSES ARE EQUAL TO THE FUND'S ANNUALIZED EXPENSE RATIO MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY 183/366 (TO REFLECT THE ONE-HALF YEAR PERIOD). 30 CAUSEWAY EMERGING MARKETS FUND STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY AGREEMENT (unaudited) Under Section 15(c) of the Investment Company Act of 1940, as amended (the "1940 Act"), the Board is required annually to approve continuance of the investment advisory agreement (the "Advisory Agreement") between Causeway Capital Management Trust and Causeway Capital Management LLC (the "Adviser") with respect to Causeway Emerging Markets Fund (the "Fund"). Continuance of the Advisory Agreement must be approved by a majority of the Trustees and a majority of the independent Trustees (i.e., Trustees who are not "interested persons" of the Trust as defined in the 1940 Act). The Board was comprised entirely of independent Trustees when the continuation of the Advisory Agreement was considered. INFORMATION RECEIVED. At each regular quarterly meeting, the Board reviews a wide variety of materials relating to the nature, extent and quality of the Adviser's services, including information concerning the Fund's performance. 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 31, 2008, to consider whether to approve the continuance of the Advisory Agreement for an additional one-year period. In connection with the meeting, the Trustees received and reviewed extensive materials prepared by the Adviser relating to the Advisory Agreement in response to information requested on the Trustees' behalf by their independent legal counsel. FACTORS CONSIDERED. In reviewing the Advisory Agreement, the Trustees considered a number of factors including, but not limited to: (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 Advisory Agreement with those of other funds and those of the Adviser under other investment advisory agreements with other registered investment companies and other types of clients, (4) the costs of the services to be provided and estimated 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 its 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 principal personnel who provide services to the Fund, as well as the level of attention those individuals provide to the Fund. The Trustees noted the Adviser's commitment to devoting resources to staffing and technology in support of its investment management services. They 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 services provided by the Adviser have benefited and will continue to benefit the Fund and its shareholders. CAUSEWAY EMERGING MARKETS FUND 31 STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY AGREEMENT (unaudited) (continued) Second, regarding the investment performance of the Fund and the Adviser, the Trustees reviewed the investment results of the Fund's Institutional and Investor share classes for the quarter-to-date, year-to-date, one-year and since inception (3/30/07) periods ended June 30, 2008, compared to the MSCI Emerging Markets Index (the "Index"), the Morningstar U.S. Open End Diversified Emerging Markets category, and a peer group of twenty-two emerging markets funds (including the Fund) used by the Board to track performance during the year. The Trustees noted that the EM Fund's performance had been strong since inception, except for the year-to-date period. The Trustees concluded that the Adviser's record in managing the Fund indicates that its continued management will benefit the Fund and its shareholders. Third, the Trustees compared the Fund's advisory fee and total expenses with those of other similar mutual funds. They noted that the Fund's advisory fee and expense ratios were below the average and median of the funds in the applicable Morningstar category. The independent Trustees also compared the Fund's advisory fee with those paid by the Adviser's separate account and group trust clients and noted that, although these fees were somewhat lower than those paid by the Fund, depending on the level of assets under management, the differences appropriately reflected the Adviser's significantly greater responsibilities with respect to the Fund, which include the provision of many additional administrative and shareholder services (such as services related to the Fund's disclosure documents, financial statements, 1940 Act compliance policies and procedures, preparation of Board and committee materials and meetings, annual Board reports and certifications, fair valuation, regulatory examinations and legal and compliance matters, oversight of Fund service providers, negotiation of Fund intermediary agreements, coordination with Fund intermediaries providing shareholder recordkeeping services, proxy voting, shareholder communications, and due diligence for advisers, consultants and institutional investors). The Trustees concluded that the Fund's advisory fee and expense ratio were reasonable and appropriate under the circumstances. Fourth, the Trustees considered the estimated profits or losses realized by the Adviser from its relationship with the Fund. They reviewed the Adviser's estimated after-tax profit margin with respect to such services and the methodology used to generate that estimate, and noted that the cost methodology presented to the Trustees was reasonable. They noted that, due to the expense limit agreement, the Adviser experienced significant losses managing the Fund during the last fiscal year and since inception, and that the Adviser's sponsorship of the Fund, at least in the Fund's early years, could involve significant further expenses to the Adviser. Fifth, regarding economies of scale, the Trustees observed that although the Fund's advisory fee schedule did not have breakpoints, the Fund's advisory fee and expense ratios, as limited by the Adviser, were competitive when compared with industry ranges, and that the Adviser had incurred significant losses in managing the 32 CAUSEWAY EMERGING MARKETS FUND STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY AGREEMENT (unaudited) (concluded) Fund. The Trustees concluded that under the circumstances the Adviser was sharing any economies of scale with the Fund appropriately pending the Fund's future potential asset growth. Sixth, regarding any other benefits derived by the Adviser from its relationship with the Fund -- often called "fall-out" benefits -- 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, "contingent deferred sales commissions" or "float" benefits on short-term cash. The Trustees 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. At the July 31, 2008 meeting, the Trustees discussed the information and factors noted above and considered the approval of the Advisory Agreement with representatives of the Adviser and in a private session with independent counsel at which no representatives of the Adviser were present. In their 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 on their review, the Trustees unanimously concluded that the Advisory Agreement is fair and reasonable to the Fund and its shareholders, the Fund's advisory fees are reasonable and renewal of the Advisory Agreement was in the best interests of the Fund and its shareholders, and the Board of Trustees approved the renewal of the Advisory Agreement for a twelve-month period beginning September 20, 2008. CAUSEWAY EMERGING MARKETS FUND 33 NOTES NOTES INVESTMENT ADVISER: Causeway Capital Management LLC 11111 Santa Monica Boulevard Suite 1500 Los Angeles, CA 90025 DISTRIBUTOR: SEI Investments Distribution Co. One Freedom Valley Drive 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 ("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 Trust 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-002-0200 CAUSEWAY EMERGING MARKETS 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. During the fiscal year ended September 30, 2008, there were no changes or waivers to the code of ethics. 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, 2008 and 2007 were as follows: - ------------------ ----------------- ----------------- 2008 2007 - ------- ---------- ----------------- ----------------- (a) Audit $116,700 $82,400 Fees - ------- ---------- ----------------- ----------------- (b) Audit- None None Related Fees - ------- ---------- ----------------- ----------------- (c) Tax $22,200 $13,500 Fees(1) - ------- ---------- ----------------- ----------------- (d) All None None Other Fees - ------- ---------- ----------------- ----------------- Note: (1) 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 paragraphs (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Not applicable. (g) For the fiscal year ended September 30, 2008, the aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant and the registrant's investment adviser were $22,200 and $209,751, respectively. For the fiscal year ended September 30, 2007, the aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant and the registrant's investment adviser were $13,500 and $53,520, 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 pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X was 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 INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable to open-end management investment companies. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. (a) The registrant's procedures by which shareholders may recommend nominees to the registrant's board of trustees are as follows: The board of trustees of the registrant has a nominating committee comprised of all of the trustees who are not interested persons of the registrant as defined by ss. 2(a)(19) of the Investment Company Act of 1940 (the "Independent Trustees"). The purpose of the nominating committee is to nominate persons to serve as Independent Trustees, as needed. According to the registrant's bylaws, any shareholder of the registrant may submit names of individuals to be considered by the nominating committee or the board of trustees, as applicable, provided, however, (i) that such person was a shareholder of record at the time of submission of such names and is entitled to vote at the meeting, and (ii) that the nominating committee or the board of trustees, as applicable, shall make the final determination of persons to be nominated. There have been no material changes to these procedures sine the registrant's last filing on Form N-CSR. 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 of the period covered by this report 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 3, 2008 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 3, 2008 By (Signature and Title)* /s/ Michael Lawson ----------------------------------- Michael Lawson, Treasurer Date: December 3, 2008 * Print the name and title of each signing officer under his or her signature.