As filed with the Securities and Exchange Commission on January 25, 2019

1933 Act Registration No. 333-67552

1940 Act Registration No. 811-10467

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-1A

REGISTRATION STATEMENT

UNDER

   THE SECURITIES ACT OF 1933  
   Pre-Effective Amendment No.           
   Post-Effective Amendment No. 48  

REGISTRATION STATEMENT

UNDER

   THE INVESTMENT COMPANY ACT OF 1940  
   Amendment No. 48  

(Check appropriate box or boxes.)

 

 

CAUSEWAY CAPITAL MANAGEMENT TRUST

(Exact name of registrant as specified in charter)

 

 

11111 Santa Monica Boulevard

c/o Causeway Capital Management LLC

15 th Floor

Los Angeles, CA 90025

(Address of principal executive offices)

Registrant’s telephone number, including area code: (866) 947-7000

 

 

Copies to:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

(Name and address of agent for service)

 

MARK D. PERLOW

Dechert LLP

One Bush Street, Suite 1600

San Francisco, CA 94104

Telephone: (415) 262-4530

Facsimile: (415) 262-4555

 

 

Approximate Date of Proposed Public Offering: Effective Date of this Post-Effective Amendment.

It is proposed that this filing will become effective:

 

Immediately upon filing pursuant to paragraph (b)

On ________ pursuant to paragraph (b)

60 days after filing pursuant to paragraph (a)(1)

On ________ pursuant to paragraph (a)(1)

75 days after filing pursuant to paragraph (a)(2)

On __________ pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

 

This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

 


LOGO

 

TABLE OF CONTENTS

 

Causeway International Value Fund   

Investment Objective

     2  

Fees and Expenses

     2  

Principal Investment Strategies and Risks

     2  

Performance

     4  

Portfolio Management

     5  

Purchase and Sale of Fund Shares

     5  

Tax Information

     6  

Payments to Broker-Dealers and Other Financial Intermediaries

     6  
Causeway Global Value Fund   

Investment Objective

     7  

Fees and Expenses

     7  

Principal Investment Strategies and Risks

     8  

Performance

     9  

Portfolio Management

     10  

Purchase and Sale of Fund Shares

     11  

Tax Information

     11  

Payments to Broker-Dealers and Other Financial Intermediaries

     11  
Causeway Emerging Markets Fund   

Investment Objective

     12  

Fees and Expenses

     12  

Principal Investment Strategies and Risks

     12  

Performance

     15  

Portfolio Management

     15  

Purchase and Sale of Fund Shares

     16  

Tax Information

     16  

Payments to Broker-Dealers and Other Financial Intermediaries

     16  
Causeway International Opportunities Fund   

Investment Objective

     17  

Fees and Expenses

     17  

Principal Investment Strategies and Risks

     17  

Performance

     21  

Portfolio Management

     22  

Purchase and Sale of Fund Shares

     22  

Tax Information

     22  

Payments to Broker-Dealers and Other Financial Intermediaries

     22  

As with all other mutual fund securities,

the Securities and Exchange Commission

and the Commodity Futures Trading Commission

have not approved or disapproved of these securities

or passed on the accuracy or adequacy

of this Prospectus. Any representation to

the contrary is a criminal offense.

 

Causeway Global Absolute Return Fund   

Investment Objective

     23  

Fees and Expenses

     23  

Principal Investment Strategies and Risks

     24  

Performance

     29  

Portfolio Management

     30  

Purchase and Sale of Fund Shares

     31  

Tax Information

     31  

Payments to Broker-Dealers and Other Financial Intermediaries

     31  
Causeway International Small Cap Fund   

Investment Objective

     32  

Fees and Expenses

     32  

Principal Investment Strategies and Risks

     33  

Performance

     35  

Portfolio Management

     35  

Purchase and Sale of Fund Shares

     36  

Tax Information

     36  

Payments to Broker-Dealers and Other Financial Intermediaries

     36  
Fund Details   

Investment Objectives and Principal Investment Strategies

     37  

Additional Investment Information

     44  

A Note about Calculations for the Global Absolute Return Fund

     45  

Investment Risks

     46  

Information about Portfolio Holdings and Exposures

     53  
Management of the Funds      54  
Investing in the Funds      57  

Description of Classes

     57  

How to Purchase, Exchange and Sell Fund Shares

     58  

Dividends and Capital Gain Distributions

     65  

Taxes

     65  
Financial Highlights      68  

This Prospectus contains information about Causeway International Value Fund (the “International Value Fund”), Causeway Global Value Fund (the “Global Value Fund”), Causeway Emerging Markets Fund (the “Emerging Markets Fund”), Causeway International Opportunities Fund (the “International Opportunities Fund”), Causeway Global Absolute Return Fund (the “Global Absolute Return Fund”) and Causeway International Small Cap Fund (the “International Small Cap Fund”) (each, a “Fund” and collectively, the “Funds”), each of which is a diversified series of Causeway Capital Management Trust (the “Trust”). Causeway Capital Management LLC, each Fund’s investment adviser, is referred to below as the “Investment Adviser.”

 


CAUSEWAY INTERNATIONAL VALUE FUND

 

Investment Objective

The Fund’s investment objective is to seek long-term growth of capital and income.

Fees and Expenses

The following table shows the fees and expenses that you pay if you buy and hold shares of the Fund. The table and example below do not reflect commissions that a shareholder may be required to pay directly to a broker or other financial intermediary when buying or selling shares of the Fund.

Shareholder Transaction Fees

(fees paid directly from your investment)

 

       Institutional
Class
    Investor
Class
 
Sales Charge (Load) on Purchases and Reinvested Distributions      Non     Non
Deferred Sales Charge (Load)      Non     Non
Redemption Fee on shares held less than 60 days (as a percentage of amount redeemed)      2.00     2.00

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

       Institutional
Class
    Investor
Class
 
Management Fees      0.80     0.80
Other Expenses      0.08     0.08
Shareholder Service Fees(1)      Non     0.25
Total Annual Fund Operating Expenses      0.88     1.13
(1)

Restated to remove the effect of a one-time adjustment in accrual estimates.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       1 Year     3 Years     5 Years     10 Years  
Institutional Class    $ 90     $ 281     $ 488     $ 1,084  
Investor Class    $ 115     $ 359     $ 622     $ 1,375  

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 30% of the average value of its portfolio.

Principal Investment Strategies and Risks

What are the Fund’s principal investment strategies?

The Fund invests primarily in common stocks of companies in developed countries outside the U.S. Normally, the Fund invests at least 80% of its total assets in stocks of companies in a number of foreign countries and invests the majority of its total assets in companies that pay dividends or repurchase their shares. The Fund may invest up to 15% of its total assets in companies in emerging (less developed) markets.

 

 

2    Causeway Funds   


The Investment Adviser determines a company’s country by referring to: the stock exchange where its securities are principally traded; where it is registered, organized or incorporated; where its headquarters are located; its MSCI country classification; where it derives at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed; or where at least 50% of its assets are located. These categories are designed to identify investments that are tied economically to, and subject to the risks of, investing outside the U.S. The Fund considers a country to be an emerging market if the country is included in the MSCI Emerging Markets Index.

When investing the Fund’s assets, the Investment Adviser follows a value style, performing fundamental research supplemented by quantitative analysis. Beginning with a universe of companies throughout the non-U.S. developed and emerging markets, the Investment Adviser uses quantitative market capitalization and valuation screens to narrow the potential investment candidates to approximately 2,000 securities. To select investments, the Investment Adviser then performs fundamental research, which generally includes company-specific research, company visits, and interviews of suppliers, customers, competitors, industry analysts, and experts. The Investment Adviser also applies a proprietary quantitative risk model to adjust return forecasts based on risk assessments. Using a value style means that the Investment Adviser buys stocks that it believes have lower prices than their true worth. For example, stocks may be “undervalued” because the issuing companies are in industries that are currently out of favor with investors. However, even in those industries, certain companies may have high rates of growth of earnings and be financially sound.

The Investment Adviser considers whether a company has each of the following value characteristics in purchasing or selling securities for the Fund:

 

   

Low price-to-earnings ratio (stock price divided by earnings per share) relative to the sector

 

   

High yield (percentage rate of return paid on a stock in dividends and share repurchases) relative to the market

 

   

Low price-to-book value ratio (stock price divided by book value per share) relative to the market

 

   

Low price-to-cash flow ratio (stock price divided by net income plus noncash charges per share) relative to the market

 

   

Financial strength

Generally, price-to-earnings ratio and yield are the most important factors.

The Fund may invest in companies of any market capitalization, and is not required to invest a minimum amount and is not limited to investing a maximum amount in companies in any particular country.

What are the main risks of investing in the Fund?

Market and Selection Risk. As with any mutual fund, the Fund’s value, and therefore the value of your Fund shares, may go down. This may occur because the value of a particular stock or stock market in which the Fund invests is falling. Also, the Investment Adviser may select securities that underperform the stock market or other funds with similar investment objectives and investment strategies. The Investment Adviser’s use of quantitative screens and techniques may be adversely affected if it relies on erroneous or outdated data. If the value of the Fund’s investments goes down, you may lose money. We cannot guarantee that the Fund will achieve its investment objective.

Foreign and Emerging Markets Risks. Because the Fund invests most of its assets in foreign securities, the Fund is subject to further risks. For example, the value of the Fund’s securities may be affected by social, political and economic developments and U.S. and foreign laws relating to foreign investment. Further,

 

 

   Causeway Funds    3


because the Fund invests in securities denominated in foreign currencies, the Fund’s securities may go down in value depending on foreign exchange rates. Other risks include trading, settlement, custodial, and other operational risks; withholding or other taxes; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign securities less liquid, more volatile and harder to value than U.S. securities. These risks are higher for emerging markets investments.

Value Stock Risk. Value stocks, including those selected by the Investment Adviser for the Fund, are subject to the risks that their intrinsic value may never be realized by the market and that their prices may go down. The Fund’s value discipline sometimes prevents or limits investments in stocks that are in its benchmark index, the MSCI EAFE Index (Gross).

Dividend-Paying Stock Risk. Dividend-paying stocks may underperform non-dividend paying stocks (and the stock market as a whole) over any period of time. The prices of dividend-paying stocks may decline as interest rates increase. In addition, issuers of dividend-paying stocks typically have discretion to defer or stop paying dividends. If the dividend-paying stocks held by the Fund reduce or stop paying dividends, the Fund’s ability to generate income may be adversely affected.

See “Investment Risks” beginning on page 46 for more information about the risks associated with the Fund.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

The Fund may be an appropriate investment if you:

 

   

Are seeking long-term growth of capital and can withstand the share price volatility of equity investing.

   

Are seeking to diversify a portfolio of equity securities to include foreign securities.

 

   

Can tolerate the increased volatility and currency fluctuations associated with investments in foreign securities.

 

   

Are willing to accept the risk that the value of your investment may decline in order to seek long-term growth of capital and income.

Performance

The bar chart and the performance table that follow provide some indication of the risks and volatility of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one year, five and ten years, and since inception, compare with those of a broad measure of market performance. The Fund’s past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. For current performance information, please visit www.causewayfunds.com.

Institutional Class:

LOGO

During the period shown in the bar chart, the best quarter was 25.51% (6/30/09) and the worst quarter was -22.05% (9/30/11).

Average Annual Total Returns

After-tax returns are shown for the Institutional Class only; after-tax returns for the Investor Class will differ. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your

 

 

4    Causeway Funds   


actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs).

For the periods ended December 31, 2018:

 

Institutional Class   1 Year     5 Year     10 Year     Since
Inception
(October 26,
2001)
 
Fund Returns Before Taxes     -18.61     -1.10     6.87     6.42
Fund Returns After Taxes on Distributions     -18.93     -1.50     6.62     5.84
Fund Returns After Taxes on Distributions and Sale of Fund Shares     -11.01     -0.81     5.96     5.68
Investor Class                          
Fund Returns Before Taxes     -18.82     -1.32     6.62     6.17
MSCI EAFE Index (Gross) (reflects no deduction for fees, expenses or taxes)     -13.36     1.00     6.81     5.63

Portfolio Management

Investment Adviser

Causeway Capital Management LLC

Portfolio Managers

The Fund is managed by the following team of portfolio managers:

Sarah H. Ketterer, chief executive officer and co-founder of the Investment Adviser, has served on the Fund’s portfolio management team since 2001.

 

Harry W. Hartford, president and co-founder of the Investment Adviser, has served on the Fund’s portfolio management team since 2001.

James A. Doyle, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2001.

Jonathan P. Eng, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2006.

Conor Muldoon, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2010.

Foster Corwith, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2013.

Alessandro Valentini, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2013.

Ellen Lee, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2015.

Steven Nguyen, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2019.

Purchase and Sale of Fund Shares: You may purchase, sell (redeem), or exchange shares of the Fund on any business day through your broker, by writing to the Fund at P.O. Box 219085, Kansas City, MO 64121-7159, telephoning the Fund at 1-866-947-7000 or visiting the Fund’s website at www.causewayfunds.com (for existing shareholders). Shares may be purchased by check or by wire, or through the automated clearing house. You may receive redemption proceeds by wire or by check.

Investor Class shares require a $5,000 minimum initial investment. Institutional Class shares require a $1 million minimum initial investment. There are no minimum amounts required for subsequent investments.

 

 

   Causeway Funds    5


Tax Information: Distributions from the Fund are generally taxable to you as ordinary income or long-term capital gain, unless you are investing through a tax-deferred arrangement, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries: If you purchase shares of the Fund through a broker or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker or financial intermediary and your salesperson to recommend the Fund over another investment. For more information, ask your salesperson or visit your financial intermediary’s website.

 

 

6    Causeway Funds   


CAUSEWAY GLOBAL VALUE FUND

 

Investment Objective

The Fund’s investment objective is to seek long-term growth of capital and income.

Fees and Expenses

The following table shows the fees and expenses that you pay if you buy and hold shares of the Fund. The table and example below do not reflect commissions that a shareholder may be required to pay directly to a broker or other financial intermediary when buying or selling shares of the Fund.

Shareholder Transaction Fees

(fees paid directly from your investment)

 

       Institutional
Class
    Investor
Class
 
Sales Charge (Load) on Purchases and Reinvested Distributions      Non     Non
Deferred Sales Charge (Load)      Non     Non
Redemption Fee on shares held less than 60 days (as a percentage of amount redeemed)      2.00     2.00

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

       Institutional
Class
    Investor
Class
 
Management Fees      0.80     0.80
Other Expenses      0.28     0.28
Shareholder Service
Fees(1)
     Non     0.25

Total Annual Fund

Operating Expenses

     1.08     1.33
Expense
Reimbursement(2)
     0.03     0.03
Total Annual Fund Operating Expenses After Expense Reimbursement      1.05     1.30
(1)

Restated to remove the effect of a one-time adjustment in accrual estimates.

 

(2)

Under the terms of an expense limit agreement, the Investment Adviser has agreed to waive all or a portion of its advisory fee and, if necessary, reimburse expenses to keep the Fund’s “Total Annual Fund Operating Expenses” (excluding brokerage fees and commissions, shareholder service fees, interest, taxes, fees and expenses of other funds in which the Fund invests, and extraordinary expenses) from exceeding 1.05% of the average daily net assets of each of the Institutional Class and Investor Class shares. The expense limit agreement will remain in effect until January 31, 2020 and may only be terminated earlier by the Fund’s Board or upon termination of the Fund’s investment advisory agreement.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the effect of the expense limit agreement through January 31, 2020 only, and assumes no expense limit after that time. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       1 Year     3 Years     5 Years     10 Years  
Institutional Class    $ 107     $ 340     $ 593     $ 1,314  
Investor Class    $ 132     $ 418     $ 726     $ 1,599  

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 50% of the average value of its portfolio.

 

 

   Causeway Funds    7


Principal Investment Strategies and Risks

What are the Fund’s principal investment strategies?

The Fund invests primarily in common stocks of companies in developed countries outside the U.S. and of companies in the U.S. Normally, the Fund invests the majority of its total assets in companies that pay dividends or repurchase their shares.

The Fund may invest up to 25% of its total assets in companies in emerging (less developed) markets. Under normal circumstances, the Fund will invest at least 40% of its total assets in a number of countries outside the U.S. The Investment Adviser determines a company’s country by referring to: the stock exchange where its securities are principally traded; where it is registered, organized or incorporated; where its headquarters are located; its MSCI country classification; where it derives at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed; or where at least 50% of its assets are located. These categories are designed to identify investments that are tied economically to, and subject to the risks of, investing outside the U.S. The Fund considers a country to be an emerging market if the country is included in the MSCI Emerging Markets Index.

When investing the Fund’s assets, the Investment Adviser follows a value style, performing fundamental research supplemented by quantitative analysis. Beginning with a universe of companies throughout the developed and emerging markets, the Investment Adviser uses quantitative market capitalization and valuation screens to narrow the potential investment candidates to approximately 4,000 securities. To select investments, the Investment Adviser then performs fundamental research, which generally includes company-specific research, company visits, and interviews of suppliers, customers, competitors, industry analysts, and experts. The Investment Adviser also applies a proprietary quantitative risk model to adjust return forecasts based on risk assessments. Using a value style

means that the Investment Adviser buys stocks that it believes have lower prices than their true worth. For example, stocks may be “undervalued” because the issuing companies are in industries that are currently out of favor with investors. However, even in those industries, certain companies may have high rates of growth of earnings and be financially sound.

The Investment Adviser considers whether a company has each of the following value characteristics in purchasing or selling securities for the Fund:

 

   

Low price-to-earnings ratio (stock price divided by earnings per share) relative to the sector

 

   

High yield (percentage rate of return paid on a stock in dividends and share repurchases) relative to the market

 

   

Low price-to-book value ratio (stock price divided by book value per share) relative to the market

 

   

Low price-to-cash flow ratio (stock price divided by net income plus non-cash charges per share) relative to the market

 

   

Financial strength

Generally, price-to-earnings ratio and yield are the most important factors.

The Fund may invest in companies of any market capitalization, and is not required to invest a minimum amount and is not limited to investing a maximum amount in companies in any particular country.

What are the main risks of investing in the Fund?

Market and Selection Risk. As with any mutual fund, the Fund’s value, and therefore the value of your Fund shares, may go down. This may occur because the value of a particular stock or stock market in which the Fund invests is falling. Also, the Investment Adviser may select securities that underperform the stock market or other funds with similar investment

 

 

8    Causeway Funds   


objectives and investment strategies. The Investment Adviser’s use of quantitative screens and techniques may be adversely affected if it relies on erroneous or outdated data. If the value of the Fund’s investments goes down, you may lose money. We cannot guarantee that the Fund will achieve its investment objective.

Foreign and Emerging Markets Risk. In addition, because the Fund invests a significant portion of its assets in foreign securities, the Fund is subject to further risks. For example, the value of the Fund’s securities may be affected by social, political and economic developments and U.S. and foreign laws relating to foreign investment. Further, because the Fund invests in securities denominated in foreign currencies, the Fund’s securities may go down in value depending on foreign exchange rates. Other risks include trading, settlement, custodial, and other operational risks; withholding or other taxes; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign securities less liquid, more volatile and harder to value than U.S. securities. These risks are higher for emerging markets investments.

Value Stock Risk. Value stocks, including those selected by the Investment Adviser for the Fund, are subject to the risks that their intrinsic value may never be realized by the market and that their prices may go down. The Fund’s value discipline sometimes prevents or limits investments in stocks that are in its benchmark index, the MSCI ACWI Index (Gross) (the Fund’s benchmark index prior to October 1, 2018 was the MSCI World Index (Gross)).

Dividend-Paying Stock Risk. Dividend-paying stocks may underperform non-dividend paying stocks (and the stock market as a whole) over any period of time. The prices of dividend-paying stocks may decline as interest rates increase. In addition, issuers of dividend-paying stocks typically have discretion to defer or stop paying dividends. If the dividend-paying stocks held

by the Fund reduce or stop paying dividends, the Fund’s ability to generate income may be adversely affected.

See “Investment Risks” beginning on page 46 for more information about the risks associated with the Fund.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

The Fund may be an appropriate investment if you:

 

   

Are seeking long-term growth of capital and can withstand the share price volatility of equity investing.

 

   

Are seeking to diversify a portfolio of equity securities to include foreign securities as well as U.S. securities.

 

   

Can tolerate the increased volatility and currency fluctuations associated with investments in foreign securities, including emerging markets securities.

 

   

Are willing to accept the risk that the value of your investment may decline in order to seek long-term growth of capital and income.

Performance

The bar chart and the performance table that follow provide some indication of the risks and volatility of investing in the Fund by showing changes in the Fund’s performance and by showing how the Fund’s average annual returns for one year, five and (for the Institutional Class) ten years, and since inception, compare with those of a broad measure of market performance. The Fund’s past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. For current performance information, please visit www.causewayfunds.com.

 

 

   Causeway Funds    9


Institutional Class:

 

LOGO

During the period shown in the bar chart, the best quarter was 25.39% (6/30/09) and the worst quarter was -19.26% (9/30/11).

Average Annual Total Returns

After-tax returns are shown for the Institutional Class only; after-tax returns for the Investor Class will differ. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs).

For the periods ended December 31, 2018:

 

Institutional
Class
  1 Year     5 Years     10 Years     Since Inception
(Institutional
Class
Inception:
April 29, 2008)
 
Fund Returns Before Taxes     -11.15     2.18     10.64     3.81
Fund Returns After Taxes on Distributions     -14.12     0.22     9.38     2.68
Fund Returns After Taxes on Distributions and Sale of Fund Shares     -4.92     1.25     8.80     2.87
Investor Class   1 Year     5 Years     10 Years     (Investor Class
Inception:
January 31,
2011)
Fund Returns Before Taxes     -11.22     1.97     n/a     5.53%
MSCI World Index (Gross) (reflects no deduction for fees, expenses or taxes)    

 

-8.20

 

 

   

 

5.14

 

 

   

 

10.28

 

 

  4.83%

(since 4/29/08)

7.48%

(since 1/31/11)

MSCI ACWI Index (Gross)*
(reflects no deduction for fees, expenses or taxes)
   

 

-8.93

 

 

   

 

4.82

 

 

   

 

10.05

 

 

  4.38%

(since 4/29/08)

6.71%

(since 1/31/11)

*

Effective October 1, 2018, the Fund’s benchmark changed from the MSCI World Index (Gross) to the MSCI ACWI Index (Gross). The Investment Adviser believes that the MSCI ACWI Index (Gross), which includes emerging as well as developed markets, better represents the types of securities in which the Fund invests.

Portfolio Management

Investment Adviser

Causeway Capital Management LLC

Portfolio Managers

The Fund is managed by the following team of portfolio managers:

Sarah H. Ketterer, chief executive officer and co-founder of the Investment Adviser, has served on the Fund’s portfolio management team since 2008.

Harry W. Hartford, president and co-founder of the Investment Adviser, has served on the Fund’s portfolio management team since 2008.

James A. Doyle, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2008.

Jonathan P. Eng, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2008.

 

 

10    Causeway Funds   


Conor Muldoon, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2010.

Foster Corwith, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2013.

Alessandro Valentini, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2013.

Ellen Lee, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2015.

Steven Nguyen, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2019.

Purchase and Sale of Fund Shares: You may purchase, sell (redeem), or exchange shares of the Fund on any business day through your broker, by writing to the Fund at P.O. Box 219085, Kansas City, MO 64121-7159, telephoning the Fund at 1-866-947-7000 or visiting the Fund’s website at www.causewayfunds.com (for existing shareholders). Shares may be purchased by check or by wire, or through the automated clearing house. You may receive redemption proceeds by wire or by check.

Investor Class shares require a $5,000 minimum initial investment. Institutional Class shares require a $1 million minimum initial investment. There are no minimum amounts required for subsequent investments.

Tax Information: Distributions from the Fund are generally taxable to you as ordinary income or long-term capital gain, unless you are investing through a tax-deferred arrangement, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries: If you purchase shares of the Fund through a broker or other financial

intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker or financial intermediary and your salesperson to recommend the Fund over another investment. For more information, ask your salesperson or visit your financial intermediary’s website.

 

 

   Causeway Funds    11


CAUSEWAY EMERGING MARKETS FUND

 

Investment Objective

The Fund’s investment objective is to seek long-term growth of capital.

Fees and Expenses

The following table shows the fees and expenses that you pay if you buy and hold shares of the Fund. The table and example below do not reflect commissions that a shareholder may be required to pay directly to a broker or other financial intermediary when buying or selling shares of the Fund.

Shareholder Transaction Fees

(fees paid directly from your investment)

 

       Institutional
Class
    Investor
Class
 
Sales Charge (Load) on Purchases and Reinvested Distributions      Non     Non
Deferred Sales Charge (Load)      Non     Non
Redemption Fee on shares held less than 60 days (as a percentage of amount redeemed)      2.00     2.00

Annual Fund Operating Expenses

(expenses that you pay each year as a

percentage of the value of your investment)

 

       Institutional
Class
    Investor
Class
 
Management Fees      1.00     1.00
Other Expenses      0.15     0.15
Shareholder Service
Fees(1)
     Non     0.25
Total Annual Fund Operating Expenses      1.15     1.40
(1)

Restated to remove the effect of a one-time adjustment in accrual estimates.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       1 Year     3 Years     5 Years     10 Years  
Institutional Class    $ 117     $ 365     $ 633     $ 1,398  
Investor Class    $ 143     $ 443     $ 766     $ 1,680  

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 49% of the average value of its portfolio.

Principal Investment Strategies and Risks

What are the Fund’s principal investment strategies?

The Fund normally invests at least 80% of its total assets in equity securities of companies in emerging (less developed) markets and other investments that are tied economically to emerging markets. Generally these investments include common stock, preferred and preference stock, depositary receipts, participation notes or warrants, and exchange-traded funds that invest in emerging markets.

The Investment Adviser uses a quantitative investment approach to purchase and sell investments for the

 

 

12    Causeway Funds   


Fund. The Investment Adviser’s proprietary computer model analyzes a variety of factors to assist in selecting securities. The model currently analyzes factors relating to valuation, earnings growth, technical indicators, macroeconomics, currency, country and sector. Factors and their weightings may change over time as the model is revised and updated. In addition to its quantitative research, the Investment Adviser’s fundamental research analysts review the quantitative outputs to attempt to identify and address special issues, such as significant corporate actions or management changes, which are difficult to detect quantitatively.

The Fund invests in companies in ten or more emerging markets. If the Fund invests in a country, the percentage of the Fund’s total assets attributable to that country is not expected to be greater than the weight of that country in the Fund’s benchmark, the MSCI Emerging Markets Index (Gross) (the “EM Index”), plus 5 percentage points, or less than the weight of that country in the EM Index minus 5 percentage points. For these purposes, emerging markets include, but are not limited to, countries included in the EM Index, which currently are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Malaysia, Mexico, Pakistan, Peru, the Philippines, Poland, Qatar, Russia, South Africa, South Korea, Taiwan, Thailand, Turkey and the United Arab Emirates. In addition, at the discretion of the Investment Adviser, the Fund may invest up to 10% of total Fund assets in companies in less developed emerging markets not included in the EM Index, such as countries included in the MSCI Frontier Markets Index and countries with similar economic characteristics. The Investment Adviser determines a company’s country by referring to: the stock exchange where its securities are principally traded; where it is registered, organized or incorporated; where its headquarters are located; its MSCI country classification; where it derives at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed; or where at least 50% of its assets are located. The Fund

considers a country to be an emerging market if the country is included in the EM Index.

The Fund generally invests in companies with market capitalizations of US $500 million or greater at the time of investment and may invest in a wide range of industries. The Fund may use futures contracts, including futures contracts based on emerging markets indices, to obtain exposures to emerging markets for efficient cash management.

What are the main risks of investing in the Fund?

Market and Selection Risk. As with any mutual fund, the Fund’s value, and therefore the value of your Fund shares, may go down. This may occur because the value of a particular stock or stock market in which the Fund invests is falling. Also, the Investment Adviser may select securities that underperform the stock market or other funds with similar investment objectives and investment strategies. If the value of the Fund’s investments goes down, you may lose money. We cannot guarantee that the Fund will achieve its investment objective.

Foreign and Emerging Markets Risk. The Fund’s investments in companies in emerging markets, including common stock, preferred and preference stocks, depositary receipts, participation notes or warrants, and exchange-traded funds that invest in emerging markets, involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. For example, the value of the Fund’s securities may be affected by social, political and economic developments and U.S. and foreign laws relating to foreign investment. The extent of economic development, political stability, market depth, infrastructure, capitalization and regulatory oversight in emerging markets can be less than in more developed foreign markets. Further, because the Fund invests in securities denominated in foreign currencies, the Fund’s securities may go down in value depending on foreign exchange rates. Other risks include trading, settlement, custodial, and other

 

 

   Causeway Funds    13


operational risks; withholding or other taxes; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make emerging markets securities less liquid, more volatile and harder to value than U.S. securities. These risks are higher for investments in frontier markets.

Quantitative Analysis Risk. Data for emerging markets companies may be less available, less accurate and/or less current than data for developed markets companies. The Investment Adviser will use quantitative techniques to generate investment decisions and its analysis and stock selection can be adversely affected if it relies on erroneous or outdated data. Any errors in the Investment Adviser’s quantitative methods may adversely affect the Fund’s performance. In addition, securities selected using quantitative analysis can perform differently from the market as a whole as a result of the factors used in the analysis, the weight placed on each factor, and changes in the factor’s historical trends. The factors used in quantitative analysis and the weights placed on those factors may not predict a security’s value, and the effectiveness of the factors can change over time. These changes may not be reflected in the current quantitative model.

Small Cap Risk. Some of the Fund’s investments may be in smaller capitalization companies. The values of securities of smaller, less well-known companies can be more sensitive to, and react differently to, company, political, market, and economic developments than the market as a whole and other types of securities. Small companies can have more limited product lines, markets, growth prospects, depth of management, and financial resources, and these companies may have shorter operating histories and less access to financing, creating additional risk. Further, small companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans that have floating rates. Because of these and

other risks, securities of smaller capitalization companies tend to be more volatile and less liquid than securities of medium and larger capitalization companies. During some periods, securities of smaller capitalization companies, as an asset class, have underperformed the securities of larger capitalization companies.

Derivatives Risk. The Fund’s use of futures contracts subjects the Fund to additional risks. Futures contracts are derivative instruments which can be volatile and involve special risks including leverage risk and basis risk (the risk that the value of the investment will not react in parallel with the value of the reference index). Participation notes or warrants, which may be used to obtain exposure to the China A-Share market, are also derivative instruments which can be volatile and involve special risks including counterparty risk, liquidity risk, and basis risk. These risks are in addition to the risks associated with the investments underlying such derivative instruments.

See “Investment Risks” beginning on page 46 for more information about the risks associated with the Fund.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

The Fund may be an appropriate investment if you:

 

   

Are seeking long-term growth of capital and can withstand the share price volatility of equity investing.

 

   

Are seeking to diversify a portfolio of equity securities to include emerging markets securities.

 

   

Can tolerate the increased volatility and currency fluctuations associated with investments in foreign securities, and especially emerging markets.

 

 

14    Causeway Funds   


   

Are willing to accept the risk that the value of your investment may decline in order to seek long-term growth of capital.

Performance

The bar chart and the performance table that follow provide some indication of the risks and volatility of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one year, five and ten years, and since inception, compare with those of a broad measure of market performance. The Fund’s past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. For current performance information, please visit www.causewayfunds.com.

Institutional Class:

 

LOGO

During the period shown in the bar chart, the best quarter was 38.15% (6/30/09) and the worst quarter was -24.46% (9/30/11).

Average Annual Total Returns

After-tax returns are shown for the Institutional Class only; after-tax returns for the Investor Class will differ. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs).

For the periods ended December 31, 2018:

 

Institutional
Class
  1 Year     5 Year     10 Year     Since Inception
(March 30, 2007)
 
Fund Returns Before Taxes     -17.91     1.43     9.86     3.39
Fund Returns After Taxes on Distributions     -17.89     1.24     9.68     3.13
Fund Returns After Taxes on Distributions and Sale of Fund Shares     -10.66     1.31     8.64     2.93
Investor Class                          
Fund Returns Before Taxes     -18.07     1.20     9.64     3.22
MSCI EM Index (Gross) (reflects no deduction for fees, expenses or taxes)     -14.25     2.03     8.39     3.14

Portfolio Management

Investment Adviser

Causeway Capital Management LLC

Portfolio Managers

The Fund is managed by the following portfolio managers:

Arjun Jayaraman, PhD, CFA, head of the quantitative research group at the Investment Adviser, has served as the Fund’s portfolio manager since 2007.

MacDuff Kuhnert, CFA, a director of the Investment Adviser, has served as the Fund’s portfolio manager since 2007.

Joe Gubler, CFA, a director of the Investment Adviser, has served as the Fund’s portfolio manager since 2014.

 

 

   Causeway Funds    15


Purchase and Sale of Fund Shares: You may purchase, sell (redeem), or exchange shares of the Fund on any business day through your broker, by writing to the Fund at P.O. Box 219085, Kansas City, MO 64121-7159, telephoning the Fund at 1-866-947-7000 or visiting the Fund’s website at www.causewayfunds.com (for existing shareholders). Shares may be purchased by check or by wire, or through the automated clearing house. You may receive redemption proceeds by wire or by check.

Investor Class shares require a $5,000 minimum initial investment. Institutional Class shares require a $1 million minimum initial investment. There are no minimum amounts required for subsequent investments.

Tax Information: Distributions from the Fund are generally taxable to you as ordinary income or long-term capital gain, unless you are investing through a tax-deferred arrangement, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries: If you purchase shares of the Fund through a broker or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker or financial intermediary and your salesperson to recommend the Fund over another investment. For more information, ask your salesperson or visit your financial intermediary’s website.

 

 

16    Causeway Funds   


CAUSEWAY INTERNATIONAL OPPORTUNITIES FUND

 

Investment Objective

The Fund’s investment objective is to seek long-term growth of capital.

Fees and Expenses

The following table shows the fees and expenses that you pay if you buy and hold shares of the Fund. The table and example below do not reflect commissions that a shareholder may be required to pay directly to a broker or other financial intermediary when buying or selling shares of the Fund.

Shareholder Transaction Fees

(fees paid directly from your investment)

 

       Institutional
Class
    Investor
Class
 
Sales Charge (Load) on Purchases and Reinvested Distributions      Non     Non
Deferred Sales Charge (Load)      Non     Non
Redemption Fee on shares held less than 60 days (as a percentage of amount redeemed)      2.00     2.00

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

       Institutional
Class
    Investor
Class
 
Management Fees      0.80     0.80
Other Expenses      0.25     0.25
Shareholder Service Fees(1)      Non     0.25
Total Annual Fund Operating Expenses      1.05     1.30
(1)

Restated to remove the effect of a one-time adjustment in accrual estimates.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       1 Year     3 Years     5 Years     10 Years  
Institutional Class    $ 107     $ 334     $ 579     $ 1,283  
Investor Class    $ 132     $ 412     $ 713     $ 1,568  

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 35% of the average value of its portfolio.

Principal Investment Strategies and Risks

What are the Fund’s principal investment strategies?

The Fund invests primarily in companies both in developed markets — excluding the United States (the “international value portfolio”) — and in emerging markets (the “emerging markets portfolio”). The Investment Adviser allocates substantially all of the Fund’s assets between the international value portfolio and the emerging markets portfolio using a proprietary asset allocation model. Normally, the Fund will invest in companies in at least ten foreign countries.

 

 

   Causeway Funds    17


International Value Portfolio : The international value portfolio consists primarily of common stocks of companies in developed countries outside the U.S. Normally, the majority of this portfolio invests in companies that pay dividends or repurchase their shares. The international value portfolio may also invest in companies in emerging (less developed) markets.

When investing the international value portfolio, the Investment Adviser follows a value style, performing fundamental research supplemented by quantitative analysis. Beginning with a universe of companies throughout the non-U.S. developed and emerging markets, the Investment Adviser uses quantitative market capitalization and valuation screens to narrow the potential investment candidates to approximately 2,000 securities. To select investments, the Investment Adviser then performs fundamental research, which generally includes company-specific research, company visits, and interviews of suppliers, customers, competitors, industry analysts, and experts. The Investment Adviser also applies a proprietary quantitative risk model to adjust return forecasts based on risk assessments. Using a value style means that the Investment Adviser buys stocks that it believes have lower prices than their true worth. For example, stocks may be “undervalued” because the issuing companies are in industries that are currently out of favor with investors. However, even in those industries, certain companies may have high rates of growth of earnings and be financially sound.

The Investment Adviser considers whether a company has each of the following value characteristics in purchasing or selling securities for the international value portfolio:

 

   

Low price-to-earnings ratio (stock price divided by earnings per share) relative to the sector

 

   

High yield (percentage rate of return paid on a stock in dividends and share repurchases) relative to the market

   

Low price-to-book value ratio (stock price divided by book value per share) relative to the market

 

   

Low price-to-cash flow ratio (stock price divided by net income plus noncash charges per share) relative to the market

 

   

Financial strength

Generally, price-to-earnings ratio and yield are the most important factors.

The international value portfolio may invest in companies of any market capitalization, and is not required to invest a minimum amount and is not limited to investing a maximum amount in companies in any particular country.

Emerging Markets Portfolio : The emerging markets portfolio is normally invested in equity securities of companies in emerging (less developed) markets and other investments that are tied economically to emerging markets. Generally, these investments include common stock, preferred and preference stock, depositary receipts, and exchange-traded funds that invest in emerging markets.

The Investment Adviser uses a quantitative investment approach to purchase and sell investments for the emerging markets portfolio. The Investment Adviser’s proprietary computer model analyzes a variety of factors to assist in selecting securities. The model currently analyzes factors relating to valuation, earnings growth, technical indicators, macroeconomics, currency, country and sector. Factors and their weightings may change over time as the model is revised and updated. In addition to its quantitative research, the Investment Adviser’s fundamental research analysts review the quantitative outputs to attempt to identify and address special issues, such as significant corporate actions or management changes, which are difficult to detect quantitatively.

 

 

18    Causeway Funds   


If the emerging markets portfolio invests in a country, the percentage of the emerging markets portfolio’s total assets attributable to that country is not expected to be greater than the weight of that country in the MSCI Emerging Markets Index (Gross) (the “EM Index”) plus 5 percentage points, or less than the weight of that country in the EM Index minus 5 percentage points. In addition, at the discretion of the Investment Adviser, up to 10% of the emerging markets portfolio may be invested in companies in less developed emerging markets not included in the EM Index, such as countries included in the MSCI Frontier Markets Index and countries with similar economic characteristics. The emerging markets portfolio generally invests in companies with market capitalizations of US $500 million or greater at the time of investment and may invest in a wide range of industries.

Asset Allocation Methodology: The Investment Adviser uses quantitative signals from systems developed and managed by its quantitative portfolio managers and qualitative input from its fundamental portfolio managers to determine the allocation of assets between the international value portfolio and the emerging markets portfolio. Quantitative signals are generated by a proprietary asset allocation model designed by the quantitative portfolio managers to indicate when allocations to emerging markets should increase or decrease relative to the Fund’s benchmark, the MSCI ACWI ex USA Index (Gross) (“ACWI ex USA Index”). The model currently analyzes factors in five categories: valuation, earnings growth, financial strength, macroeconomics, and risk aversion. The Investment Adviser’s fundamental portfolio managers evaluate these quantitative signals in light of fundamental analysis and the portfolio managers, as a team, determine the allocation between the international value portfolio and the emerging markets portfolio. The allocation is reassessed by the quantitative model daily and adjusted periodically when deemed appropriate by the investment team.

The Fund considers a country to be an emerging market if the country is included in the EM Index. The percentage of the Fund’s total assets in emerging markets investments is not expected to be greater than the weight of emerging markets in the ACWI ex USA Index multiplied by two, and can be as low as zero. As of December 31, 2018, the emerging markets portion of the ACWI ex USA Index was 25.8%.

What are the main risks of investing in the Fund?

Market and Selection Risk. As with any mutual fund, the Fund’s value, and therefore the value of your Fund shares, may go down. This may occur because the value of a particular stock or stock market in which the Fund invests is falling. Also, the Investment Adviser may select securities that underperform the stock market or other funds with similar investment objectives and investment strategies. If the value of the Fund’s investments goes down, you may lose money. We cannot guarantee that the Fund will achieve its investment objective.

Allocation Risk. The Investment Adviser uses a proprietary, quantitative, asset allocation model to determine allocations between developed and emerging markets. This subjects the Fund to the risk of relative underperformance if emerging markets exposure is relatively high when emerging markets underperform developed markets or if emerging markets exposure is relatively low when emerging markets outperform developed markets. No assurance can be given that the Investment Adviser’s asset allocation decisions will avoid underperformance or losses.

Foreign and Emerging Markets Risk. In addition, because the Fund invests most of its assets in foreign securities, including common stock, preferred and preference stocks, depositary receipts, and exchange-traded funds that invest in foreign securities, the Fund is subject to further risks. For example, the value of the Fund may be affected by social, political and economic developments and U.S. and foreign laws relating to

 

 

   Causeway Funds    19


foreign investment. Further, because the Fund invests in securities denominated in foreign currencies, the Fund’s shares may go down in value depending on foreign exchange rates. Other risks include trading, settlement, custodial, and other operational risks; withholding or other taxes; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign securities less liquid, more volatile and harder to value than U.S. securities. These risks are higher for emerging markets investments, as the extent of economic development, political stability, market depth, infrastructure, capitalization and regulatory oversight in emerging markets can be less than in more developed foreign markets. These risks are further heightened for investments in frontier markets.

Value Stock Risk. Value stocks are subject to the risks that their intrinsic value may never be realized by the market and that their prices may go down. The value discipline used for the international value portfolio sometimes prevents or limits investments in stocks that are in the MSCI EAFE Index, the benchmark for this portfolio of the Fund. Accordingly, the return of the Fund’s investment in the international value portfolio will not necessarily be similar to the return of the MSCI EAFE Index.

Dividend-Paying Stock Risk. Dividend-paying stocks may underperform non-dividend paying stocks (and the stock market as a whole) over any period of time. The prices of dividend-paying stocks may decline as interest rates increase. In addition, issuers of dividend-paying stocks typically have discretion to defer or stop paying dividends. If the dividend-paying stocks held by the Fund reduce or stop paying dividends, the Fund’s ability to generate income may be adversely affected.

Quantitative Analysis Risk. Data for emerging markets companies may be less available, less accurate and/or less current than data for developed markets companies. The Investment Adviser uses quantitative techniques to generate investment decisions for the

emerging markets portfolio and its analysis and stock selection can be adversely affected if it relies on erroneous or outdated data. Any errors in the Investment Adviser’s quantitative methods may adversely affect the Fund’s performance. In addition, securities selected using quantitative analysis can perform differently from the market as a whole as a result of the factors used in the analysis, the weights placed on each factor, and changes in the factor’s historical trends. The factors used in quantitative analysis and the weights placed on those factors may not predict a security’s value, and the effectiveness of the factors can change over time. These changes may not be reflected in the current quantitative model.

Small Cap Risk. Some of the Fund’s investments may be in smaller capitalization companies. The values of securities of smaller, less well-known companies can be more sensitive to, and react differently to, company, political, market, and economic developments than the market as a whole and other types of securities. Small companies can have more limited product lines, markets, growth prospects, depth of management, and financial resources, and these companies may have shorter operating histories and less access to financing, adding additional risk. Further, small companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans that are floating rate. Because of these and other risks, securities of smaller capitalization companies tend to be more volatile and less liquid than securities of medium and larger capitalization companies. During some periods, securities of smaller capitalization companies, as an asset class, have underperformed the securities of larger capitalization companies.

See “Investment Risks” beginning on page 46 for more information about the risks associated with the Fund.

 

 

20    Causeway Funds   


An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

The Fund may be an appropriate investment if you:

 

   

Are seeking long-term growth of capital and can withstand the share price volatility of equity investing.

 

   

Are seeking to diversify a portfolio of equity securities to include foreign securities, including emerging markets.

 

   

Can tolerate the increased volatility and currency fluctuations associated with investments in foreign securities, including emerging markets.

 

   

Are willing to accept the risk that the value of your investment may decline in order to seek long-term growth of capital.

Performance

The bar chart and the performance table that follow provide some indication of the risks and volatility of investing in the Fund by showing changes in the Fund’s performance and by showing how the Fund’s average annual returns for one year and five years, and since inception, compare with those of a broad measure of market performance. The Fund’s past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. For current performance information, please visit www.causewayfunds.com.

Institutional Class:

LOGO

During the period shown in the bar chart, the best quarter was 17.77% (9/30/10) and the worst quarter was -22.60% (9/30/11).

Average Annual Total Returns

After-tax returns are shown for the Institutional Class only; after-tax returns for the Investor Class will differ. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs).

For the periods ended December 31, 2018:

 

Institutional Class   1 Year     5 Year     Since Inception
(December 31, 2009)
 
Fund Returns Before Taxes     -18.41     -0.50     4.17
Fund Returns After Taxes on Distributions     -18.62     -0.99     3.73
Fund Returns After Taxes on Distributions and Sale of Fund Shares     -10.99     -0.36     3.47
Investor Class                        
Fund Returns Before Taxes     -18.61     -0.75     3.91
MSCI ACWI ex USA Index (Gross) (reflects no deduction for fees, expenses or taxes)     -13.78     1.14     3.74
 

 

   Causeway Funds    21


Portfolio Management

Investment Adviser

Causeway Capital Management LLC

Portfolio Managers

The Fund is managed by the following team of portfolio managers:

Sarah H. Ketterer, chief executive officer and co-founder of the Investment Adviser, has served on the Fund’s portfolio management team since 2009.

Harry W. Hartford, president and co-founder of the Investment Adviser, has served on the Fund’s portfolio management team since 2009.

James A. Doyle, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2009.

Jonathan P. Eng, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2009.

Conor Muldoon, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2010.

Foster Corwith, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2013.

Alessandro Valentini, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2013.

Ellen Lee, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2015.

Steven Nguyen, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2019.

Arjun Jayaraman, PhD, CFA, head of the quantitative research group at the Investment Adviser, has served on the Fund’s portfolio management team since 2009.

MacDuff Kuhnert, CFA, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2009.

Joe Gubler, CFA, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2014.

Purchase and Sale of Fund Shares: You may purchase, sell (redeem), or exchange shares of the Fund on any business day through your broker, by writing to the Fund at P.O. Box 219085, Kansas City, MO 64121-7159, telephoning the Fund at 1-866-947-7000 or visiting the Fund’s website at www.causewayfunds.com (for existing shareholders). Shares may be purchased by check or by wire, or through the automated clearing house. You may receive redemption proceeds by wire or by check.

Investor Class shares require a $5,000 minimum initial investment. Institutional Class shares require a $1 million minimum initial investment. There are no minimum amounts required for subsequent investments.

Tax Information: Distributions from the Fund are generally taxable to you as ordinary income or long-term capital gain, unless you are investing through a tax-deferred arrangement, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries: If you purchase shares of the Fund through a broker or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker or financial intermediary and your salesperson to recommend the Fund over another investment. For more information, ask your salesperson or visit your financial intermediary’s website.

 

 

22    Causeway Funds   


CAUSEWAY GLOBAL ABSOLUTE RETURN FUND

 

Investment Objective

The Fund’s investment objective is to seek long-term growth of capital with low or no correlation to the MSCI World Index (the “World Index”).

Fees and Expenses

The following table shows the fees and expenses that you pay if you buy and hold shares of the Fund. The table and example below do not reflect commissions that a shareholder may be required to pay directly to a broker or other financial intermediary when buying or selling shares of the Fund.

Shareholder Transaction Fees

(fees paid directly from your investment)

 

       Institutional
Class
    Investor
Class
 
Sales Charge (Load) on Purchases and Reinvested Distributions      Non     Non
Deferred Sales Charge (Load)      Non     Non
Redemption Fee on shares held less than 60 days (as a percentage of amount redeemed)      Non     Non

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

       Institutional
Class
    Investor
Class
 
Management Fees      1.10     1.10
Other Expenses      0.54     0.48
Shareholder Service
Fees(1)
     Non     0.25
Acquired Fund Fees and Expenses      0.17     0.17
Total Annual Fund Operating Expenses(2)      1.81     2.00
       Institutional
Class
    Investor
Class
 
Expense
Reimbursement(3)
     0.29     0.23
Total Annual Fund Operating Expenses After Expense
Reimbursement(2)
     1.52     1.77
(1)

Restated to remove the effect of a one-time adjustment in accrual estimates.

 

(2)

“Total Annual Fund Operating Expenses” (before and after expense reimbursement) disclosed above differ from the ratios in the financial highlights section of this Prospectus because the financial highlights do not include acquired fund fees and expenses.

 

(3)

Under the terms of an expense limit agreement, the Investment Adviser has agreed to waive all or a portion of its advisory fee and, if necessary, reimburse expenses to keep the Fund’s “Total Annual Fund Operating Expenses” (excluding swap agreement financing charges and transaction costs, borrowing expenses, dividend expenses on securities sold short, brokerage fees and commissions, shareholder service fees, interest, taxes, fees and expenses of other funds in which the Fund invests, and extraordinary expenses) from exceeding 1.35% of the average daily net assets of each of the Institutional Class and Investor Class shares. The expense limit agreement will remain in effect until January 31, 2020 and may only be terminated earlier by the Fund’s Board or upon termination of the Fund’s investment advisory agreement.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the effect of the expense limit agreement, if any, through January 31, 2020 only, and assumes no expense limit after that time. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       1 Year     3 Years     5 Years     10 Years  
Institutional Class    $ 155     $ 541     $ 953     $ 2,103  
Investor Class    $ 180     $ 605     $ 1,057     $ 2,309  
 

 

   Causeway Funds    23


Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 0% of the average value of its portfolio, although the Fund did engage in portfolio transactions through swap agreements during the period, as described below.

Principal Investment Strategies and Risks

What are the Fund’s principal investment strategies?

The Fund takes long and short exposures to common and preferred stocks of companies primarily in developed countries outside the U.S. and of companies in the U.S. To obtain exposure to long and short positions in securities, the Fund enters into one or more total return equity swap agreements (each, a “swap agreement”). Although the Fund is permitted to take direct long and short positions in securities, rather than through swap agreements, it does not currently intend directly to purchase or sell securities or directly to hold short positions in securities. The Investment Adviser integrates fundamental and quantitative investment research to manage the Fund’s long exposures (the “long portfolio”). The Investment Adviser uses quantitative research designed to identify short exposures that it expects to underperform the World Index to manage the Fund’s short exposures (the “short portfolio”). Normally, the Fund’s assets (other than the swap agreements) are directly invested primarily in money market funds that are used to support and cover the Fund’s obligations under its swap agreements.

The Fund’s net long/short notional exposure will generally not exceed plus or minus 10% of net assets. The Fund’s net long/short notional exposure is the

difference between the Fund’s long notional exposures and the Fund’s short notional exposures divided by net assets:

 

     long notional exposures – short notional exposures    

net assets

Limiting the Fund’s net long/short notional exposure to plus or minus 10% of net assets is designed to seek to achieve low or no correlation to the World Index and lower volatility than the World Index. Limiting net exposure will limit the Fund’s participation in a market upswing. In addition, the long portfolio and the short portfolio will each have different exposures under swap agreements that will not be fully hedged.

Long Portfolio. The long portfolio of the Fund primarily takes long positions under swap agreements in common and preferred stocks of U.S. and non-U.S. companies, including companies in emerging markets. Normally, the majority of the long portfolio is exposed to companies that pay dividends or repurchase their shares.

The Investment Adviser integrates fundamental and quantitative research to manage the long portfolio.

Fundamental Research . The fundamental research process uses a value style. The universe of investment candidates is narrowed by applying market capitalization and valuation screens. The Investment Adviser then performs fundamental research, which generally includes company-specific research, company visits, and interviews of suppliers, customers, competitors, industry analysts, and experts. The Investment Adviser also applies a proprietary quantitative risk model to adjust return forecasts based on risk assessments. Using a value style means that the Investment Adviser seeks to identify stocks that it believes have lower prices than their true worth. For example, stocks may be “undervalued” because the issuing companies are in industries that are currently out of favor with investors. However, even in those industries, certain companies may have

 

 

24    Causeway Funds   


high rates of growth of earnings and be financially sound. The analysis considers whether a company has each of the following value characteristics:

 

   

Low price-to-earnings ratio (stock price divided by earnings per share) relative to the sector

 

   

High yield (percentage rate of return paid on a stock in dividends and share repurchases) relative to the market

 

   

Low price-to-book value ratio (stock price divided by book value per share) relative to the market

 

   

Low price-to-cash flow ratio (stock price divided by net income plus non-cash charges per share) relative to the market

 

   

Financial strength

Generally, price-to-earnings ratio and yield are the most important factors. This research generally results in a ranking of between 60 and 100 companies.

Quantitative research . The Investment Adviser uses quantitative research to analyze certain financial factors that the quantitative portfolio managers believe are influential in determining whether a security will outperform the World Index. These factors currently include, among others, valuation metrics, earnings growth, technical indicators, financial strength/earnings quality, and the fundamental research ranking described in “Long Portfolio – Fundamental Research” above. Factors and their weightings may change over time as the model is revised and updated. In addition, the fundamental research analysts review the quantitative output to attempt to identify special issues, such as significant corporate actions or management changes, which are difficult to detect quantitatively.

The long portfolio may obtain exposure to companies of any market capitalization, and is not required to have minimum exposures to companies and is not limited to obtaining a maximum exposure to companies in any particular country.

Short Portfolio. The short portfolio of the Fund primarily takes short positions under swap agreements in common and preferred stocks of companies in developed countries outside the U.S. and of companies in the U.S. that the Investment Adviser believes will underperform the World Index. If the World Index is increasing, a short position may underperform the World Index and still lose value. The Investment Adviser uses a quantitative investment strategy to identify, increase, or decrease exposures, and to analyze certain financial factors that the portfolio managers believe are influential in determining whether a security will underperform the World Index. These factors include, among others, valuation metrics, earnings growth, technical indicators, and financial strength/earnings quality. The fundamental research ranking, described in “Long Portfolio — Fundamental Research” above, is not a factor used to identify short positions. In addition to its quantitative research, the Investment Adviser’s fundamental research analysts review the quantitative outputs to attempt to identify special issues, such as significant corporate actions or management changes, which are difficult to detect quantitatively.

Swap Agreements. Under a swap agreement, the Fund pays the other party to the agreement (a “swap counterparty”) fees plus an amount equal to any negative total returns from stipulated underlying investments identified by the Fund’s portfolio managers, using the strategies described below. In exchange, the counterparty pays the Fund an amount equal to any positive total returns from the stipulated underlying investments. The returns to be “swapped” between the Fund and the swap counterparty are calculated with reference to a “notional” amount, i.e. , the dollar amount hypothetically invested, long or short, in a particular security or group of securities. Under a swap agreement, the Fund pays financing charges to the counterparty based on the notional amount of exposures, and the Fund also pays transaction costs, including brokerage commissions and stamp taxes, when it changes exposures to stipulated underlying investments. The Fund’s returns

 

 

   Causeway Funds    25


will generally depend on the net amount to be paid or received under the swap agreement, which will depend on the market movements of the stipulated underlying securities. The Fund’s net asset value per share (“NAV”) reflects any amounts owed to the Fund by the swap counterparty (when the Fund’s position under a swap agreement is, on a net basis, “in the money”) or amounts owed by the Fund to the counterparty (when the Fund’s position under a swap agreement is, on a net basis, “out of the money”). The Fund currently enters into swap agreements with one counterparty, but may use additional counterparties. The Fund currently expects to settle swap positions at least quarterly, and may do so more frequently. Periodically settling a swap position is intended to limit counterparty risk, however, it will also cause the Fund to realize ordinary income and short-term capital gains, if any, throughout the year that, when distributed to its shareholders, will be taxable to them as ordinary income rather than at lower long-term capital gains rates. While the Fund currently intends to use only swap agreements, it is also permitted to directly purchase and sell securities.

Swap Agreements and Leverage. Normally, the Fund’s assets (other than the swap agreements) are directly invested primarily in money market funds that are used to support and cover the Fund’s obligations under its swap agreements. However, the use of a swap agreement allows the Fund to obtain investment exposures greater than it could otherwise obtain with direct investments, allowing it to effectively increase, or leverage, its total long and short investment exposures up to four times its net assets.

Exposures Underlying Swap Agreements. The Investment Adviser expects the Fund generally to have long exposures to between approximately 60 and 120 common and preferred stocks of companies and short exposures to between approximately 60 and 140 common and preferred stocks of companies. Under normal circumstances, at least 40% of the Fund’s total exposures will be to companies in a number of countries outside the U.S. Up to 20% of the Fund’s

total exposures may include exposures to companies in emerging markets. The Investment Adviser determines a company’s country by referring to: the stock exchange where its securities are principally traded; where it is registered, organized or incorporated; where its headquarters are located; its MSCI country classification; where it derives at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed; or where at least 50% of its assets are located. The Fund considers a country to be an emerging market if the country is included in the MSCI Emerging Markets Index. The Fund may have exposures to companies of all sizes and in any industry, and the Fund does not intend to have concentrated exposure to any particular industry, as measured relative to the Fund’s exposures to all industries. The use of swap agreements and the ability to use leverage to increase economic exposures relative to the Fund’s net assets may, however, result in the Fund obtaining greater economic exposures to particular industries than would otherwise be the case and being susceptible to industry-specific market or economic developments.

What are the main risks of investing in the Fund?

Market and Selection Risk. As with any mutual fund, the Fund’s value, and therefore the value of your Fund shares, may go down. This may occur because the value of a particular stock or stock market to which the Fund has long exposure is falling, or to which it has short exposure is rising. Also, the Investment Adviser may identify investments that underperform the stock market or other funds with similar investment objectives and investment strategies. If the value of the Fund’s assets or exposures decreases, you may lose money. We cannot guarantee that the Fund will achieve its investment objective. Risks associated with foreign securities, value stocks, quantitative techniques, management and style risks, and short positions, as described below, apply whether the Fund obtains exposures through a swap agreement or makes direct investments.

 

 

 

26    Causeway Funds   


Foreign and Emerging Markets Risk. Because the Fund has significant exposure to foreign securities, the Fund is subject to further risks. For example, the value of the Fund’s exposures may be affected by social, political and economic developments and U.S. and foreign laws relating to foreign investment. Further, because the Fund has exposures to securities denominated in foreign currencies, the Fund’s value could decrease depending on foreign exchange rates. Other risks applicable to foreign companies that could impact the value of their securities, and thus the value of the Fund’s exposures, include trading, settlement, custodial, and other operational risks; withholding or other taxes; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign securities less liquid, more volatile and harder to value than U.S. securities. These risks are higher for emerging markets investments.

Quantitative Strategy Risk. The Investment Adviser uses quantitative techniques to identify exposures for the Fund. Any errors in the Investment Adviser’s quantitative methods may adversely affect the Fund’s performance. Securities identified using quantitative analysis can perform differently from the market as a whole as a result of the factors used in the analysis, the weight placed on each factor, and changes in the factor’s historical trends. The factors used in quantitative analysis and the weights placed on those factors may not predict a security exposure’s value, and the effectiveness of the factors can change over time. These changes may not be reflected in the current quantitative model. In addition, data for emerging markets companies may be less available, less accurate and/or less current than data for developed markets companies, and the Investment Adviser’s processes and exposure selection can be adversely affected if it relies on erroneous or outdated data.

Value Stock Risk. Value stocks, including those identified by the Investment Adviser for the long portfolio of the

Fund, are subject to the risks that their intrinsic value may never be realized by the market and that their prices may go down.

Dividend-Paying Stock Risk. Dividend-paying stocks may underperform non-dividend paying stocks (and the stock market as a whole) over any period of time. The prices of dividend-paying stocks may decline as interest rates increase. In addition, issuers of dividend-paying stocks typically have discretion to defer or stop paying dividends. If the dividend-paying stocks to which the long portfolio has exposure reduce or stop paying dividends, the long portfolio may be adversely affected.

Short Exposure Risk. The short portfolio of the Fund is exposed primarily to short positions through swap agreements. Short positions are subject to special risks. Short positions obtain exposure to securities with the goal of closing the position at a later date when the value of the security has decreased. If the price of the security increases before the position is closed, the Fund will incur a loss equal to the increase in price from the time the exposure was obtained, calculated based on the notional value of the exposure, plus any other charges payable under a swap agreement. Because the short exposures will exceed the Fund’s net assets, the risk of loss is increased. Further, since the Fund will lose money if the value of the underlying security increases, losses are potentially unlimited. This risk is magnified in periods of market turmoil.

Management and Style Risks. While the Fund’s net long/short notional exposure will generally not exceed plus or minus 10% of net assets, the long portfolio and the short portfolio will each have different exposures under swap agreements that will not be fully hedged. If the value of the exposures in the short portfolio of the Fund increases at the same time that the value of exposures in the long portfolio of the Fund decreases, the Fund will be exposed to significant losses. The Fund will also be subject to losses if a portfolio characteristic to which it has exposure performs poorly. Any losses will be magnified by leverage through the use of swap agreements.

 

 

   Causeway Funds    27


Swap Agreement Risks. A swap agreement is a form of derivative instrument which involves the use of leverage. A swap agreement can be volatile and involves significant risks, including counterparty risk, leverage risk, liquidity risk, and short position risk. The use of a swap agreement will expose the Fund to additional risks that it would not be subject to if it had invested directly in the securities underlying the swap agreement and may result in larger losses or smaller gains than would otherwise be the case. The Fund generally expects to invest in swap agreements that are traded over-the-counter (“OTC”).

The Fund pays significant swap expenses (including financing charges based on the notional amount of exposures) when investing through swap agreements, and pays transaction costs when it changes exposures to securities underlying a swap agreement, including amounts equivalent to brokerage commissions and stamp taxes that would be incurred if the Fund were directly trading. In addition, the Fund pays the counterparty amounts equal to any dividends paid on securities to which the Fund has short exposure. These fees and charges reduce investment returns and increase investment losses.

Counterparty Risk. By using swap agreements, the Fund is exposed to additional risks concerning the counterparty. For example, in an OTC swap agreement, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of the counterparty. For swaps traded on an exchange or through a central counterparty, credit risk resides with the Fund’s clearing broker, or the clearinghouse itself, rather than with an individual counterparty as with OTC derivative transactions. The Fund currently uses swap agreements with one counterparty, focusing its exposure to the credit risk of that counterparty. Further, the swap counterparty’s obligations to the Fund likely will not be collateralized, which will increase the Fund’s counterparty risk. The Fund currently intends, however, to settle swap agreements at least quarterly, and may do so more frequently, so

that net gains under swap agreements with a single counterparty do not exceed 5% of the Fund’s total assets at any given time.

There is the risk that a counterparty refuses to continue to enter into swap agreements with the Fund in the future, or requires increased fees, which could impair the Fund’s ability to achieve its investment objective. A swap counterparty may also increase its collateral or margin requirements, due to regulatory requirements or otherwise, which may limit the Fund’s ability to use leverage and reduce investment returns.

Regulatory Risk. The swap agreements used by the Fund are subject to regulation by the Commodity Futures Trading Commission (“CFTC”) and the Securities and Exchange Commission (“Commission”). The CFTC has implemented mandatory exchange-trading and clearing requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act and the CFTC continues to approve contracts for central clearing. Uncleared swaps are subject to margin requirements that are being implemented on a phased-in basis. Although the long-term impact of these and any future changes to the regulatory requirements on the Fund and its counterparties remains uncertain, they may cause counterparties to increase fees charged to the Fund or make them less willing to enter into swap agreements with the Fund in the future. If the Fund cannot locate a counterparty willing to enter into transactions with the Fund, it will not be able to implement its investment strategy. Potential changes in Commission regulation relating to a mutual fund’s use of derivatives and related instruments could limit or impact the Fund’s ability to invest in derivatives, limit the Fund’s ability to employ certain strategies that use derivatives and adversely affect the performance of the Fund.

Leverage Risk. A swap agreement is a form of derivative that includes leverage, allowing the Fund to obtain the right to a return on a stipulated capital base that exceeds the amount the Fund has invested. Although

 

 

28    Causeway Funds   


the Fund will segregate or earmark liquid assets to cover its net obligations under a swap agreement, the amount will be limited to the current value of the Fund’s obligations to the counterparty, and will not prevent the Fund from incurring losses greater than the value of those obligations. The use of swap agreements could cause the Fund to be more volatile, resulting in larger gains or losses in response to changes in the values of the securities underlying the swap agreements than if the Fund had made direct investments. Use of leverage involves special risks and is speculative. If the Investment Adviser is incorrect in evaluating long and short exposures, leverage will magnify any losses, and such losses may be significant.

Liquidity Risk. By using swap agreements, the Fund is exposed to liquidity risks since it may not be able to settle a swap agreement immediately, particularly during times of market turmoil. It may also be difficult to value a swap agreement if the Fund has difficulty in closing the position. Although the Fund intends to settle swap agreements so that net gains under swap agreements with a single counterparty do not exceed 5% of the Fund’s total assets at any given time, it may have difficulty doing so in a timely manner and could, as a result, incur losses that otherwise might have been avoided.

The Fund currently expects to settle swap agreements at least quarterly, which will cause the Fund to realize ordinary income and short-term capital gains, if any, throughout the year that, when distributed to its shareholders, will be taxable to them as ordinary income rather than at lower long-term capital gains rates.

Basis Risk. Use of swap agreements also involves basis risk, which is the risk that the value of the investment will not react in parallel with the value of the reference index.

Other Risks. See “Investment Risks” beginning on page 46 for more information about the risks associated with the Fund.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

The Fund may be an appropriate investment if you:

 

   

Are seeking to diversify your investments to include an allocation to the “alternatives” asset class designed to have low or no correlation to the World Index.

 

   

Are seeking long-term growth of capital with low or no correlation to the World Index.

 

   

Are seeking to diversify a portfolio of equity securities to include exposure to foreign securities, as well as U.S. securities, and can tolerate risks associated with foreign investing, including currency risks, and total return equity swaps.

 

   

Are willing to accept the risk that the value of your investment may decline in order to seek long-term growth of capital.

 

   

Can tolerate the risks of substantial leverage, which will magnify gains and losses.

 

   

Can tolerate paying higher ordinary income rates on any ordinary income or short-term capital gains realized by the Fund.

Performance

The bar chart and the performance table that follow provide some indication of the risks and volatility of investing in the Fund by showing changes in the Fund’s performance and by showing how the Fund’s average annual returns for one year and five years, and since inception, compare with those of a broad measure of market performance. The Fund’s past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. For current performance information, please visit www.causewayfunds.com.

 

 

 

   Causeway Funds    29


Institutional Class:

 

LOGO

During the period shown in the bar chart, the best quarter was 9.53% (9/30/18) and the worst quarter was -6.28% (12/31/12).

Average Annual Total Returns

After-tax returns are shown for the Institutional Class only; after-tax returns for the Investor Class will differ. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs).

For the periods ended December 31, 2018:

 

Institutional Class   1 Year     5 Years     Since Inception
(January 24, 2011)
 
Fund Returns Before Taxes     9.05     1.11     3.07
Fund Returns After Taxes on Distributions     5.50     -0.76     1.36
Fund Returns After Taxes on Distributions and Sale of Fund Shares     5.71     -0.06     1.62
Investor Class   1 Year     5 Years     Since Inception
(January 24, 2011)
 
Fund Returns Before Taxes     8.86     0.88     2.82
ICE BofAML US 3-Month Treasury Bill Index (reflects no deduction for fees, expenses or taxes)     1.87     0.63     0.43

Portfolio Management

Investment Adviser

Causeway Capital Management LLC

Portfolio Managers

The Fund is managed by the following team of portfolio managers:

Arjun Jayaraman, PhD, CFA, head of the quantitative research group at the Investment Adviser, has served on the Fund’s portfolio management team since 2011.

MacDuff Kuhnert, CFA, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2011.

Joe Gubler, CFA, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2014.

Sarah H. Ketterer, chief executive officer and co-founder of the Investment Adviser, has served on the Fund’s portfolio management team since 2011.

Harry W. Hartford, president and co-founder of the Investment Adviser, has served on the Fund’s portfolio management team since 2011.

James A. Doyle, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2011.

Jonathan P. Eng, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2011.

 

 

 

30    Causeway Funds   


Conor Muldoon, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2011.

Foster Corwith, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2013.

Alessandro Valentini, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2013.

Ellen Lee, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2015.

Steven Nguyen, a director of the Investment Adviser, has served on the Fund’s portfolio management team since 2019.

Purchase and Sale of Fund Shares: You may purchase, sell (redeem), or exchange shares of the Fund on any business day through your broker, by writing to the Fund at P.O. Box 219085, Kansas City, MO 64121-7159, telephoning the Fund at 1-866-947-7000 or visiting the Fund’s website at www.causewayfunds.com (for existing shareholders).

Investor Class shares require a $5,000 minimum initial investment. Institutional Class shares require a $1 million minimum initial investment. There are no minimum amounts required for subsequent investments.

Tax Information: Distributions from the Fund (including distributions of net short-term capital gains) are generally taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as an IRA or 401(k) plan. Because the Fund currently expects to settle swap agreements at least quarterly, it expects to realize ordinary income and short-term capital gains, if any, that are taxable to its shareholders, when distributed to them, as ordinary income rather than at lower long-term capital gains rates.

Payments to Broker-Dealers and Other Financial Intermediaries: If you purchase shares of the Fund through a broker or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker or financial intermediary and your salesperson to recommend the Fund over another investment. For more information, ask your salesperson or visit your financial intermediary’s website.

 

 

   Causeway Funds    31


CAUSEWAY INTERNATIONAL SMALL CAP FUND

 

Investment Objective

The Fund’s investment objective is to seek long-term growth of capital.

Fees and Expenses

The following table shows the fees and expenses that you pay if you buy and hold shares of the Fund. The table and example below do not reflect commissions that a shareholder may be required to pay directly to a broker or other financial intermediary when buying or selling shares of the Fund.

Shareholder Transaction Fees

(fees paid directly from your investment)

 

       Institutional
Class
    Investor
Class
 
Sales Charge (Load) on Purchases and Reinvested Distributions      Non     Non
Deferred Sales Charge (Load)      Non     Non
Redemption Fee on shares held less than 60 days (as a percentage of amount redeemed)      2.00     2.00

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

       Institutional
Class
    Investor
Class
 
Management Fees      1.00     1.00
Other Expenses      0.97     0.99
Shareholder Service
Fees(1)
     Non     0.25
Acquired Fund Fees and Expenses      0.02     0.02
Total Annual Fund Operating Expenses(2)      1.99     2.26
       Institutional
Class
    Investor
Class
 
Expense
Reimbursement(3)
     0.82     0.84
Total Annual Fund Operating Expenses After Expense
Reimbursement(2)
     1.17     1.42
(1)

Restated to remove the effect of a one-time adjustment in accrual estimates.

 

(2)

“Total Annual Fund Operating Expenses” (before and after expense reimbursement) disclosed above differ from the ratios in the financial highlights section of this Prospectus because the financial highlights do not include acquired fund fees and expenses or fully reflect the lower expense limit agreement that took effect as of July 1, 2018.

 

(3)

Under the terms of an expense limit agreement, the Investment Adviser has agreed to waive all or a portion of its advisory fee and, if necessary, reimburse expenses to keep the Fund’s “Total Annual Fund Operating Expenses” (excluding brokerage fees and commissions, shareholder service fees, interest, taxes, fees and expenses of other funds in which the Fund invests, and extraordinary expenses) from exceeding 1.15% of the average daily net assets of each of the Institutional Class and Investor Class shares. The expense limit agreement will remain in effect until January 31, 2020 and may only be terminated earlier by the Fund’s Board or upon termination of the Fund’s investment advisory agreement.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The example reflects the effect of the expense limit agreement through January 31, 2020 only, and assumes no expense limit after that time. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       1 Year     3 Years     5 Years     10 Years  
Institutional Class    $ 119     $ 545     $ 997     $ 2,251  
Investor Class    $ 145     $ 626     $ 1,133     $ 2,530  
 

 

32    Causeway Funds   


Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal period, the Fund’s portfolio turnover rate was 86% of the average value of its portfolio.

Principal Investment Strategies and Risks

What are the Fund’s principal investment strategies?

The Fund invests primarily in common stocks of companies with smaller market capitalizations located in developed and emerging markets outside the U.S. The Fund normally invests at least 80% of its total assets in equity securities of companies with smaller market capitalizations. Smaller market capitalization companies have market capitalizations that do not exceed the highest market capitalization of a company included in the Fund’s benchmark, the MSCI ACWI ex USA Small Cap Index (Gross) (the “Small Cap Index”), at the time of purchase. As of December 31, 2018 the Small Cap Index included companies with market capitalizations of up to $7.9 billion, and included companies in both developed and emerging markets outside the U.S. Some of these companies, although small compared with larger U.S. companies, might be large companies in their local markets. The Fund may continue to invest in a company with a market capitalization that appreciates above the smaller market capitalization threshold and thus may from time to time hold less than 80% of its total assets in equity securities of companies with smaller market capitalizations. The Fund may invest in a wide range of industries.

The Investment Adviser uses a quantitative investment approach to purchase and sell investments for the Fund. The Investment Adviser’s proprietary computer model analyzes a variety of fundamental and technical

factors to assist in selecting securities. The model currently analyzes factors relating to valuation, earnings growth, technical indicators, quality, macroeconomics, and country. Factors and their weightings may change over time as the model is revised and updated. In addition to its quantitative research, the Investment Adviser’s fundamental research analysts review the quantitative outputs to attempt to identify and address special issues, such as significant corporate actions or management changes, which are difficult to detect quantitatively.

If the Fund invests in a country, the percentage of the Fund’s total assets attributable to that country is not expected to be greater than the weight of that country in the Small Cap Index, plus 5 percentage points, or less than the weight of that country in the Small Cap Index minus 5 percentage points. In addition, at the discretion of the Investment Adviser, the Fund may invest up to 10% of total Fund assets in foreign and emerging markets not included in the Small Cap Index. The Investment Adviser determines a company’s country by referring to: the stock exchange where its securities are principally traded; where it is registered, organized or incorporated; where its headquarters are located; its MSCI country classification; where it derives at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed; or where at least 50% of its assets are located.

What are the main risks of investing in the Fund?

Market and Selection Risk. As with any mutual fund, the Fund’s value, and therefore the value of your Fund shares, may go down. This may occur because the value of a particular stock or stock market in which the Fund invests is falling. Also, the Investment Adviser may select securities that underperform the stock market or other funds with similar investment objectives and investment strategies. If the value of the Fund’s investments goes down, you may lose money. We cannot guarantee that the Fund will achieve its investment objective.

 

 

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Foreign and Emerging Markets Risk. The Fund’s investments in companies in foreign and emerging markets involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. For example, the value of the Fund’s securities may be affected by social, political and economic developments and U.S. and foreign laws relating to foreign investment. The extent of economic development, political stability, market depth, infrastructure, capitalization and regulatory oversight in emerging markets can be less than in more developed foreign markets. Further, because the Fund invests in securities denominated in foreign currencies, the Fund’s shares may go down in value depending on foreign exchange rates. Other risks include trading, settlement, custodial, and other operational risks; withholding or other taxes; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign and emerging markets securities less liquid, more volatile and harder to value than U.S. securities. These risks are higher for smaller capitalization investments.

Small Cap Risk. The Fund will invest a significant portion of its assets in the securities of smaller capitalization companies. The values of securities of smaller, less well-known companies can be more sensitive to, and react differently to, company, political, market, and economic developments than the market as a whole and other types of securities. Smaller companies can have more limited product lines, markets, growth prospects, depth of management, and financial resources, and these companies may have shorter operating histories and less access to financing, creating additional risk. Further, smaller companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans that have floating rates. Because of these and other risks, securities of smaller capitalization companies tend to be more volatile and less liquid than securities of medium and larger capitalization companies. During some periods,

securities of smaller capitalization companies, as an asset class, have underperformed the securities of larger capitalization companies.

Quantitative Analysis Risk. Data for foreign and emerging markets companies, particularly for smaller companies, may be less available, less accurate and/or less current than data for U.S. companies. The Investment Adviser will use quantitative techniques to generate investment decisions and its analysis and stock selection can be adversely affected if it relies on erroneous or outdated data. Any errors in the Investment Adviser’s quantitative methods may adversely affect the Fund’s performance. In addition, securities selected using quantitative analysis can perform differently from the market as a whole as a result of the factors used in the analysis, the weight placed on each factor, and changes in the characteristic’s historical trends. The factors used in quantitative analysis and the weights placed on those factors may not predict a security’s value, and the effectiveness of the factors can change over time. These changes may not be reflected in the current quantitative model.

See “Investment Risks” beginning on page 46 for more information about the risks associated with the Fund.

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

The Fund may be an appropriate investment if you:

 

   

Are seeking long-term growth of capital and can withstand the share price volatility of equity investing.

 

   

Are seeking to diversify a portfolio of equity securities to include smaller capitalization foreign and emerging markets securities.

 

 

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Can tolerate the increased volatility and currency fluctuations associated with investments in foreign and emerging markets securities, and smaller capitalization securities.

 

   

Are willing to accept the risk that the value of your investment may decline in order to seek long-term growth of capital.

Performance

The bar chart and the performance table that follow provide some indication of the risks and volatility of investing in the Fund by showing changes in the Fund’s performance and by showing how the Fund’s average annual returns for one year, and since inception, compare with those of a broad measure of market performance. The Fund’s past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. For current performance information, please visit www.causewayfunds.com.

Institutional Class:

 

LOGO

During the period shown in the bar chart, the best quarter was 10.33% (9/30/17) and the worst quarter was -16.88% (12/31/18).

Average Annual Total Returns

After-tax returns are shown for the Institutional Class only; after-tax returns for the Investor Class will differ. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax

situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs).

For the periods ended December 31, 2018:

 

Institutional Class   1 Year     Since Inception
(October 20, 2014)
 
Fund Returns Before Taxes     -21.14     3.93
Fund Returns After Taxes on Distributions     -21.42     3.01
Fund Returns After Taxes on Distributions and Sale of Fund Shares     -12.70     3.10
Investor Class                
Fund Returns Before Taxes     -21.33     3.71
MSCI ACWI ex USA Small Cap Index (Gross) (reflects no deduction for fees, expenses or taxes)     -17.89     3.94

Portfolio Management

Investment Adviser

Causeway Capital Management LLC

Portfolio Managers

The Fund is managed by the following portfolio managers:

Arjun Jayaraman, PhD, CFA, head of the quantitative research group at the Investment Adviser, has served as the Fund’s portfolio manager since 2014.

MacDuff Kuhnert, CFA, a director of the Investment Adviser, has served as the Fund’s portfolio manager since 2014.

 

 

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Joe Gubler, CFA, a director of the Investment Adviser, has served as the Fund’s portfolio manager since 2014.

Purchase and Sale of Fund Shares: You may purchase, sell (redeem), or exchange shares of the Fund on any business day through your broker, by writing to the Fund at P.O. Box 219085, Kansas City, MO 64121-7159, telephoning the Fund at 1-866-947-7000 or visiting the Fund’s website at www.causewayfunds.com (for existing shareholders). Shares may be purchased by check or by wire, or through the automated clearing house. You may receive redemption proceeds by wire or by check.

Investor Class shares require a $5,000 minimum initial investment. Institutional Class shares require a $1 million minimum initial investment. There are no minimum amounts required for subsequent investments.

Tax Information: Distributions from the Fund are generally taxable to you as ordinary income or long-term capital gain, unless you are investing through a tax-deferred arrangement, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries: If you purchase shares of the Fund through a broker or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker or financial intermediary and your salesperson to recommend the Fund over another investment. For more information, ask your salesperson or visit your financial intermediary’s website.

 

 

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Fund Details

Investment Objectives and Principal Investment Strategies

The investment objective of the International Value Fund is to seek long-term growth of capital and income. The investment objective of the Global Value Fund is to seek long-term growth of capital and income. The investment objective of the Emerging Markets Fund is to seek long-term growth of capital. The investment objective of the International Opportunities Fund is to seek long-term growth of capital. The investment objective of the Global Absolute Return Fund is to seek long-term growth of capital with low or no correlation to the World Index. The investment objective of the International Small Cap Fund is to seek long-term growth of capital. No assurance can be given that the investment objective of any of the Funds will be realized. Each Fund’s investment objective is non-fundamental, and may be changed by the Fund’s Board without shareholder approval upon 60 days’ written notice.

The Funds seek to achieve their investment objectives using the principal investment strategies described below.

Causeway International Value Fund

The Fund invests primarily in common stocks of companies in developed countries outside the U.S. Normally, the Fund invests at least 80% of its total assets in stocks of companies in a number of foreign countries and invests the majority of its total assets in companies that pay dividends or repurchase their shares. The Fund may invest up to 15% of its total assets in companies in emerging (less developed) markets. The Fund considers a country to be an emerging market if the country is included in the EM Index.

When investing the Fund’s assets, the Investment Adviser follows a value style, performing fundamental

research supplemented by quantitative analysis. Beginning with a universe of companies throughout the non-U.S. developed and emerging markets, the Investment Adviser uses quantitative market capitalization and valuation screens to narrow the potential investment candidates to approximately 2,000 securities. To select investments, the Investment Adviser then performs fundamental research, which generally includes company-specific research, company visits, and interviews of suppliers, customers, competitors, industry analysts, and experts. The Investment Adviser also applies a proprietary quantitative risk model to adjust return forecasts based on risk assessments. Using a value style means that the Investment Adviser buys stocks that it believes have lower prices than their true worth. For example, stocks may be “undervalued” because the issuing companies are in industries that are currently out of favor with investors. However, even in those industries, certain companies may have high rates of growth of earnings and be financially sound.

The Investment Adviser considers whether a company has each of the following value characteristics in purchasing or selling securities for the Fund:

•  Low price-to-earnings ratio (stock price divided by earnings per share) relative to the sector

•  High yield (percentage rate of return paid on a stock in dividends and share repurchases) relative to the market

•  Low price-to-book value ratio (stock price divided by book value per share) relative to the market

•  Low price-to-cash flow ratio (stock price divided by net income plus noncash charges per share) relative to the market

•  Financial strength

Generally, price-to-earnings ratio and yield are the most important factors.

 

 

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The Fund may invest in companies of any market capitalization, and is not required to invest a minimum amount and is not limited to investing a maximum amount in companies in any particular country.

Causeway Global Value Fund

The Fund invests primarily in common stocks of companies in developed countries outside the U.S. and of companies in the U.S. Normally, the Fund invests the majority of its total assets in companies that pay dividends or repurchase their shares.

The Fund may invest up to 25% of its total assets in companies in emerging (less developed) markets. Under normal circumstances, the Fund will invest at least 40% of its total assets in a number of countries outside the U.S. The Fund considers a country to be an emerging market if the country is included in the EM Index.

When investing the Fund’s assets, the Investment Adviser follows a value style, performing fundamental research supplemented by quantitative analysis. Beginning with a universe of companies throughout the developed and emerging markets, the Investment Adviser uses quantitative market capitalization and valuation screens to narrow the potential investment candidates to approximately 4,000 securities. To select investments, the Investment Adviser then performs fundamental research, which generally includes company-specific research, company visits, and interviews of suppliers, customers, competitors, industry analysts, and experts. The Investment Adviser also applies a proprietary quantitative risk model to adjust return forecasts based on risk assessments. Using a value style means that the Investment Adviser buys stocks that it believes have lower prices than their true worth. For example, stocks may be “undervalued” because the issuing companies are in industries that are currently out of favor with investors. However, even in those industries, certain companies may have high rates of growth of earnings and be financially sound.

The Investment Adviser considers whether a company has each of the following value characteristics in purchasing or selling securities for the Fund:

•  Low price-to-earnings ratio (stock price divided by earnings per share) relative to the sector

•  High yield (percentage rate of return paid on a stock in dividends and share repurchases) relative to the market

•  Low price-to-book value ratio (stock price divided by book value per share) relative to the market

•  Low price-to-cash flow ratio (stock price divided by net income plus non-cash charges per share) relative to the market

•  Financial strength

Generally, price-to-earnings ratio and yield are the most important factors.

The Fund may invest in companies of any market capitalization, and is not required to invest a minimum amount and is not limited to investing a maximum amount in companies in any particular country.

Causeway Emerging Markets Fund

The Fund normally invests at least 80% of its total assets in equity securities of companies in emerging (less developed) markets and other investments that are tied economically to emerging markets. Generally these investments include common stock, preferred and preference stock, depositary receipts, participation notes or warrants, and exchange-traded funds that invest in emerging markets.

The Investment Adviser uses a quantitative investment approach to purchase and sell investments for the Fund. The Investment Adviser’s proprietary computer model analyzes a variety of factors to assist in selecting securities. The model currently analyzes factors relating to valuation, earnings growth, technical indicators, macroeconomics, currency, country and

 

 

38    Causeway Funds   


sector. Factors and their weightings may change over time as the model is revised and updated. In addition to its quantitative research, the Investment Adviser’s fundamental research analysts review the quantitative outputs to attempt to identify and address special issues, such as significant corporate actions or management changes, which are difficult to detect quantitatively.

The Fund invests in companies in ten or more emerging markets. If the Fund invests in a country, the percentage of the Fund’s total assets attributable to that country is not expected to be greater than the weight of that country in the EM Index, plus 5 percentage points, or less than the weight of that country in the EM Index minus 5 percentage points. For these purposes, emerging markets include, but are not limited to, countries included in the EM Index, which currently are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Malaysia, Mexico, Pakistan, Peru, the Philippines, Poland, Qatar, Russia, South Africa, South Korea, Taiwan, Thailand, Turkey and the United Arab Emirates. In addition, at the discretion of the Investment Adviser, the Fund may invest up to 10% of total Fund assets in companies in less developed emerging markets not included in the EM Index, such as countries included in the MSCI Frontier Markets Index and countries with similar economic characteristics. The Fund considers a country to be an emerging market if the country is included in the EM Index.

The Fund generally invests in companies with market capitalizations of US $500 million or greater at the time of investment and may invest in a wide range of industries. The Fund may use futures contracts, including futures contracts based on emerging markets indices, to obtain exposures to emerging markets for efficient cash management.

Causeway International Opportunities Fund

The Fund invests primarily in companies both in developed markets — excluding the United States —

and in emerging markets. The Investment Adviser allocates substantially all of the Fund’s assets between the international value portfolio and the emerging markets portfolio using a proprietary asset allocation model. Normally, the Fund will invest in companies in at least ten foreign countries. These portfolio strategies are summarized below.

International Value Portfolio : The international value portfolio consists primarily of common stocks of companies in developed countries outside the U.S. Normally, the majority of this portfolio invests in companies that pay dividends or repurchase their shares. The international value portfolio may also invest in companies in emerging (less developed) markets.

When investing the international value portfolio, the Investment Adviser follows a value style, performing fundamental research supplemented by quantitative analysis. Beginning with a universe of companies throughout the non-U.S. developed and emerging markets, the Investment Adviser uses quantitative market capitalization and valuation screens to narrow the potential investment candidates to approximately 2,000 securities. To select investments, the Investment Adviser then performs fundamental research, which generally includes company-specific research, company visits, and interviews of suppliers, customers, competitors, industry analysts, and experts. The Investment Adviser also applies a proprietary quantitative risk model to adjust return forecasts based on risk assessments. Using a value style means that the Investment Adviser buys stocks that it believes have lower prices than their true worth. For example, stocks may be “undervalued” because the issuing companies are in industries that are currently out of favor with investors. However, even in those industries, certain companies may have high rates of growth of earnings and be financially sound.

 

 

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The Investment Adviser considers whether a company has each of the following value characteristics in purchasing or selling securities for the international value portfolio:

•  Low price-to-earnings ratio (stock price divided by earnings per share) relative to the sector

•  High yield (percentage rate of return paid on a stock in dividends and share repurchases) relative to the market

•  Low price-to-book value ratio (stock price divided by book value per share) relative to the market

•  Low price-to-cash flow ratio (stock price divided by net income plus noncash charges per share) relative to the market

•  Financial strength

Generally, price-to-earnings ratio and yield are the most important factors.

The international value portfolio may invest in companies of any market capitalization, and is not required to invest a minimum amount and is not limited to investing a maximum amount in companies in any particular country.

Emerging Markets Portfolio : The emerging markets portfolio is normally invested in equity securities of companies in emerging (less developed) markets and other investments that are tied economically to emerging markets. Generally, these investments include common stock, preferred and preference stock, depositary receipts, and exchange-traded funds that invest in emerging markets.

The Investment Adviser uses a quantitative investment approach to purchase and sell investments for the emerging markets portfolio. The Investment Adviser’s proprietary computer model analyzes a variety of factors to assist in selecting securities. The model currently analyzes factors relating to valuation, earnings growth, technical indicators, macroeconomics, currency,

country and sector. Factors and their weightings may change over time as the model is revised and updated. In addition to its quantitative research, the Investment Adviser’s fundamental research analysts review the quantitative outputs to attempt to identify and address special issues, such as significant corporate actions or management changes, which are difficult to detect quantitatively.

If the emerging markets portfolio invests in a country, the percentage of the emerging markets portfolio’s total assets attributable to that country is not expected to be greater than the weight of that country in the EM Index plus 5 percentage points, or less than the weight of that country in the EM Index minus 5 percentage points. In addition, at the discretion of the Investment Adviser, up to 10% of the emerging markets portfolio may be invested in companies in less developed emerging markets not included in the EM Index, such as countries included in the MSCI Frontier Markets Index and countries with similar economic characteristics. The emerging markets portfolio generally invests in companies with market capitalizations of US $500 million or greater at the time of investment and may invest in a wide range of industries.

Asset Allocation Methodology : The Investment Adviser uses quantitative signals from systems developed and managed by its quantitative portfolio managers and qualitative input from its fundamental portfolio managers to determine the allocation of assets between the international value portfolio and the emerging markets portfolio. Quantitative signals are generated by a proprietary asset allocation model designed by the quantitative portfolio managers to indicate when allocations to emerging markets should increase or decrease relative to the Fund’s benchmark, the ACWI ex USA Index. The model currently analyzes factors in five categories: valuation, earnings growth, financial strength, macroeconomics, and risk aversion. The Investment Adviser’s fundamental portfolio managers evaluate these quantitative signals in light of fundamental analysis and the portfolio managers, as a

 

 

40    Causeway Funds   


team, determine the allocation between the international value portfolio and the emerging markets portfolio. The allocation is reassessed by the quantitative model daily and adjusted periodically when deemed appropriate by the investment team.

The Fund considers a country to be an emerging market if the country is included in the EM Index. The percentage of the Fund’s total assets in emerging markets investments is not expected to be greater than the weight of emerging markets in the ACWI ex USA Index multiplied by two, and can be as low as zero. As of December 31, 2018, the emerging markets portion of the ACWI ex USA Index was 25.8%.

Causeway Global Absolute Return Fund

The Fund takes long and short exposures to common and preferred stocks of companies primarily in developed countries outside the U.S. and of companies in the U.S. To obtain exposure to long and short positions in securities, the Fund enters into one or more total return equity swap agreements (each, a “swap agreement”). Although the Fund is permitted to take direct long and short positions in securities, rather than through swap agreements, it does not currently intend directly to purchase or sell securities or directly to hold short positions in securities. The Investment Adviser integrates fundamental and quantitative investment research to manage the Fund’s long exposures (the “long portfolio”). The Investment Adviser uses quantitative research designed to identify short exposures that it expects to underperform the World Index to manage the Fund’s short exposures (the “short portfolio”). Normally, the Fund’s assets (other than the swap agreements) are directly invested primarily in money market funds that are used to support and cover the Fund’s obligations under its swap agreements.

The Fund’s net long/short notional exposure will generally not exceed plus or minus 10% of net assets. The Fund’s net long/short notional exposure is the

difference between the Fund’s long notional exposures and the Fund’s short notional exposures divided by net assets:

 

    long notional exposures – short notional exposures     

net assets

Limiting the Fund’s net long/short notional exposure to plus or minus 10% of net assets is designed to seek to achieve have low or no correlation to the World Index and lower volatility than the World Index. Limiting net exposure will limit the Fund’s participation in a market upswing. In addition, the long portfolio and the short portfolio will each have different exposures under swap agreements that will not be fully hedged.

Long Portfolio. The long portfolio of the Fund primarily takes long positions under swap agreements in common and preferred stocks of U.S. and non-U.S. companies, including companies in emerging markets. Normally, the majority of the long portfolio is exposed to companies that pay dividends or repurchase their shares.

The Investment Adviser integrates fundamental and quantitative research to manage the long portfolio.

Fundamental Research . The fundamental research process uses a value style. The universe of investment candidates is narrowed by applying market capitalization and valuation screens. The Investment Adviser then performs fundamental research, which generally includes company-specific research, company visits, and interviews of suppliers, customers, competitors, industry analysts, and experts. The Investment Adviser also applies a proprietary quantitative risk model to adjust return forecasts based on risk assessments. Using a value style means that the Investment Adviser seeks to identify stocks that it believes have lower prices than their true worth. For example, stocks may be “undervalued” because the issuing companies are in industries that are currently out of favor with investors. However,

 

 

   Causeway Funds    41


even in those industries, certain companies may have high rates of growth of earnings and be financially sound. The analysis considers whether a company has each of the following value characteristics:

•  Low price-to-earnings ratio (stock price divided by earnings per share) relative to the sector

•  High yield (percentage rate of return paid on a stock in dividends and share repurchases) relative to the market

•  Low price-to-book value ratio (stock price divided by book value per share) relative to the market

•  Low price-to-cash flow ratio (stock price divided by net income plus non-cash charges per share) relative to the market

•  Financial strength

Generally, price-to-earnings ratio and yield are the most important factors. This research generally results in a ranking of between 60 and 100 companies.

Quantitative research . The Investment Adviser uses quantitative research to analyze certain financial factors that the quantitative portfolio managers believe are influential in determining whether a security will outperform the World Index. These factors currently include, among others, valuation metrics, earnings growth, technical indicators, financial strength/earnings quality, and the fundamental research ranking described in “Long Portfolio – Fundamental Research” above. Factors and their weightings may change over time as the model is revised and updated. In addition, the fundamental research analysts review the quantitative output to attempt to identify special issues, such as significant corporate actions or management changes, which are difficult to detect quantitatively.

The long portfolio may obtain exposure to companies of any market capitalization, and is not required to have minimum exposures to companies and is not

limited to obtaining a maximum exposure to companies in any particular country.

Short Portfolio. The short portfolio of the Fund primarily takes short positions under swap agreements in common and preferred stocks of companies in developed countries outside the U.S. and of companies in the U.S. that the Investment Adviser believes will underperform the World Index. If the World Index is increasing, a short position may underperform the World Index and still lose value. The Investment Adviser uses a quantitative investment strategy to identify, increase, or decrease exposures, and to analyze certain financial factors that the portfolio managers believe are influential in determining whether a security will underperform the World Index. These factors include, among others, valuation metrics, earnings growth, technical indicators, and financial strength/earnings quality. The fundamental research ranking, described in “Long Portfolio — Fundamental Research” above, is not a factor used to identify short positions. In addition to its quantitative research, the Investment Adviser’s fundamental research analysts review the quantitative outputs to attempt to identify special issues, such as significant corporate actions or management changes, which are difficult to detect quantitatively.

Swap Agreements. Under a swap agreement, the Fund pays the other party to the agreement (a “swap counterparty”) fees plus an amount equal to any negative total returns from stipulated underlying investments identified by the Fund’s portfolio managers, using the strategies described below. In exchange, the counterparty pays the Fund an amount equal to any positive total returns from the stipulated underlying investments. The returns to be “swapped” between the Fund and the swap counterparty are calculated with reference to a “notional” amount, i.e. , the dollar amount hypothetically invested, long or short, in a particular security or group of securities. The Fund’s returns will generally depend on the net amount to be paid or received under the swap agreement, which will depend on the market movements of the

 

 

42    Causeway Funds   


stipulated underlying securities. The Fund’s NAV reflects any amounts owed to the Fund by the swap counterparty (when the Fund’s position under a swap agreement is, on a net basis, “in the money”) or amounts owed by the Fund to the counterparty (when the Fund’s position under a swap agreement is, on a net basis, “out of the money”). The Fund currently enters into swap agreements with one counterparty, but may use additional counterparties. While the Fund currently intends to use only swap agreements, it is also permitted to directly purchase and sell securities.

Swap Agreement Financing Charges and Transaction Costs. Under a swap agreement, the Fund pays financing charges to the counterparty based on the notional amount of exposures, and the Fund also pays transaction costs, including brokerage commissions and stamp taxes, when it changes exposures to stipulated underlying investments. Although the Fund is not itself trading in underlying investments, the counterparty charges the Fund as if it were trading directly. These charges permit the counterparty, if it hedges its obligations to the Fund, to recover the costs of any such hedging. In addition, the Fund pays the counterparty amounts equal to any dividends paid on securities to which the Fund has short exposures.

Swap Agreements and Leverage. Normally, the Fund’s assets (other than the swap agreements) are directly invested primarily in money market funds that are used to support and cover the Fund’s obligations under its swap agreements. However, the use of a swap agreement allows the Fund to obtain investment exposures greater than it could otherwise obtain with direct investments, allowing it to effectively increase, or leverage, its total long and short investment exposures up to four times its net assets.

Periodic Settlement of Swap Agreements. The Fund currently expects to settle swap positions at least quarterly, and may do so more frequently, so that the value of (that is, the net gain under) any swap agreements, when they are “in the money,” with a single counterparty will not exceed 5% of the Fund’s total assets. While periodically

settling a swap position is intended to limit counterparty risk, it will also cause the Fund to realize ordinary income and short-term capital gains, if any, throughout the year that, when distributed to its shareholders, will be taxable to them as ordinary income rather than at lower long-term capital gains rates.

Exposures Underlying Swap Agreements. The Investment Adviser expects the Fund generally to have long exposures to between approximately 60 and 120 common and preferred stocks of companies and short exposures to between approximately 60 and 140 common and preferred stocks of companies. Under normal circumstances, at least 40% of the Fund’s total exposures will be to companies in a number of countries outside the U.S. Up to 20% of the Fund’s total exposures may include exposures to companies in emerging markets. The Investment Adviser determines a company’s country by referring to: the stock exchange where its securities are principally traded; where it is registered, organized or incorporated; where its headquarters are located; its MSCI country classification; where it derives at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed; or where at least 50% of its assets are located. The Fund considers a country to be an emerging market if the country is included in the EM Index. The Fund may have exposures to companies of all sizes and in any industry, and the Fund does not intend to have concentrated exposure to any particular industry, as measured relative to the Fund’s exposures to all industries. The use of swap agreements and the ability to use leverage to increase economic exposures relative to the Fund’s net assets may, however, result in the Fund obtaining greater economic exposures to particular industries than would otherwise be the case and being susceptible to industry-specific market or economic developments.

Causeway International Small Cap Fund

The Fund invests primarily in common stocks of companies with smaller market capitalizations located

 

 

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in developed and emerging markets outside the U.S. The Fund normally invests at least 80% of its total assets in equity securities of companies with smaller market capitalizations. Smaller market capitalization companies have market capitalizations that do not exceed the highest market capitalization of a company included in the Small Cap Index, at the time of purchase. As of December 31, 2018 the Small Cap Index included companies with market capitalizations of up to $7.9 billion, and included companies in both developed and emerging markets outside the U.S. Some of these companies, although small compared with larger U.S. companies, might be large companies in their local markets. The Fund may continue to invest in a company with a market capitalization that appreciates above the smaller market capitalization threshold and thus may from time to time hold less than 80% of its total assets in equity securities of companies with smaller market capitalizations. The Fund may invest in a wide range of industries.

The Investment Adviser uses a quantitative investment approach to purchase and sell investments for the Fund. The Investment Adviser’s proprietary computer model analyzes a variety of fundamental and technical factors to assist in selecting securities. The model currently analyzes factors relating to valuation, earnings growth, technical indicators, quality, macroeconomics, and country. Factors and their weightings may change over time as the model is revised and updated. In addition to its quantitative research, the Investment Adviser’s fundamental research analysts review the quantitative outputs to attempt to identify and address special issues, such as significant corporate actions or management changes, which are difficult to detect quantitatively.

If the Fund invests in a country, the percentage of the Fund’s total assets attributable to that country is not expected to be greater than the weight of that country in the Small Cap Index, plus 5 percentage points, or less than the weight of that country in the Small Cap Index minus 5 percentage points. In addition, at the discretion of the Investment Adviser, the Fund may

invest up to 10% of total Fund assets in foreign and emerging markets not included in the Small Cap Index.

Additional Investment Information

Money Market Investments

To meet redemptions, when waiting to invest cash receipts, or (for the Global Absolute Return Fund) to provide collateral and support to swap agreements, the Funds may invest in short-term, investment grade bonds, money market mutual funds and other money market instruments. Also, the Funds temporarily can invest up to 100% of their assets in short-term, investment grade bonds, and other money market instruments in response to adverse market, economic or political conditions, and the Global Absolute Return Fund can decrease or entirely eliminate its derivatives exposure in response to adverse market, economic or political conditions. A larger percentage of such investments could moderate a Fund’s investment results. A Fund may not achieve its investment objective using this type of investing.

Information About Each Fund’s Index

Information about each Fund’s benchmark index appears below. A Fund’s returns will not necessarily be similar to the returns of its benchmark index.

The benchmark index for the International Value Fund is the MSCI EAFE Index. This Index is a free float-adjusted market capitalization weighted index, designed to measure developed market equity performance excluding the U.S. and Canada, consisting of 21 stock markets in Europe, Australasia, and the Far East.

Effective October 1, 2018, the Global Value Fund’s benchmark changed from the MSCI World Index to the MSCI ACWI Index. The MSCI ACWI Index is a free float-adjusted market capitalization index, designed to measure the equity market performance of developed and emerging markets, consisting of 23 developed

 

 

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country indices, including the U.S, and 24 emerging market country indices. Prior to October 1, 2018, the benchmark index for the Global Value Fund was the MSCI World Index. This Index is a free float-adjusted market capitalization weighted index, designed to measure developed market equity performance, consisting of 23 developed country indices, including the U.S.

The benchmark index for the Emerging Markets Fund is the MSCI Emerging Markets Index. This Index is a free float-adjusted market capitalization index, designed to measure equity market performance of emerging markets, consisting of 24 emerging country indices.

The benchmark index for the International Opportunities Fund is the MSCI ACWI ex USA Index. This Index is a free float-adjusted market capitalization weighted index, designed to measure the equity market performance of developed and emerging markets excluding the U.S., consisting of 46 country indices.

The benchmark index for the Global Absolute Return Fund is the ICE BofAML US 3-Month Treasury Bill Index. This Index is comprised of a single issue purchased at the beginning of the month and held for a full month. Each month the Index is rebalanced and the issue selected is the outstanding Treasury Bill that matures closest to, but not beyond three months from, the rebalancing date.

The benchmark index for the International Small Cap Fund is the MSCI ACWI ex USA Small Cap Index. This Index is a free float-adjusted market capitalization weighted index, designed to measure the equity market performance of smaller capitalization stocks in developed and emerging markets excluding the U.S., consisting of 46 country indices. The Index covers approximately 14% of the free float-adjusted market capitalization in each country.

 

The above indices are gross of withholding taxes, assume reinvestment of dividends and capital gains, and assume no management, custody, transaction or other expenses.

MSCI has not approved, reviewed or produced this Prospectus, makes no express or implied warranties or representations and is not liable whatsoever for any data in this Prospectus.

Determining Where a Company Is Located

The Investment Adviser determines a company’s country by referring to: the stock exchange where its securities are principally traded; where it is registered, organized or incorporated; where its headquarters are located; its MSCI country classification; where it derives at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed; or where at least 50% of its assets are located. These categories are designed to identify investments that are tied economically to, and subject to the risks of, investing outside the U.S. The Funds’ SAI discusses where an exchange-traded fund is located.

A Note about Calculations for the Global Absolute Return Fund

When used in this Prospectus, references to the Global Absolute Return Fund’s “total assets” are to its gross assets, including net unrealized gains or net unrealized losses, if any, before any liabilities under swap agreements. The Global Absolute Return Fund’s “net assets” refer to its total assets, including net unrealized gains, if any, less liabilities (such as for Fund expenses), including net unrealized losses, if any, under swap agreements. References to the Global Absolute Return Fund’s “total exposures” are based on the exposures obtained using the “notional” amounts under swap agreements and to the swap counterparty.

 

 

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Investment Risks

This section contains additional information about the general risks of investing in each Fund. The Global Absolute Return Fund will be exposed to the risks described below through its exposures under swap agreements. If the Global Absolute Return Fund makes direct investments, it will be directly subject to the risks described below, other than those associated with swap agreements. As with any mutual fund, there can be no guarantee that a Fund will meet its goals or that the Fund’s performance will be positive for any period of time. For more information about other types of investments a Fund may make, and about the risks of investing in each Fund, including risks associated with investments in particular countries, please see the Funds’ SAI, which is available upon request.

The Funds’ principal risks are listed below:

Market and Selection Risk

Market risk is the risk that the market will go down in value, including the possibility that such changes will be sharp and unpredictable. For the Global Absolute Return Fund, market risk includes the risk that the markets to which that Fund has long exposures will go down in value or the markets to which it has short exposures will go up in value. The financial problems in global economies over the past several years may continue to cause high volatility in global financial markets. In addition, global economies are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact a different country or region. The severity or duration of these conditions may also be affected by the results of the June 2016 referendum in the United Kingdom, described below, or if one or more other countries leave the euro currency or by other policy changes made by governments or quasi-governmental organizations.

Following the results of the June 2016 United Kingdom Referendum to exit the European Union,

sometimes referred to as “Brexit,” the financial markets, including currency exchange rates, experienced increased volatility. In addition, in the days following the referendum vote, credit rating agencies downgraded the United Kingdom’s credit rating. The United Kingdom is scheduled to exit the European Union in March 2019, however the full details and consequences of Brexit remain unclear, particularly with respect to the future relationship between the United Kingdom and the European Union. Brexit may have a significant impact on the economies of the United Kingdom and Europe as well as the broader global economy, which may cause increased volatility and illiquidity, and potentially lower economic growth in these markets. Investors should be aware that events related to Brexit may introduce potentially significant uncertainties and instabilities in the financial markets, as well as potentially lower economic growth, in the United Kingdom, Europe and globally. In addition, other member states may contemplate departing the European Union, which may cause political and economic instability in the region and cause additional market disruption in global financial markets. These uncertainties and instabilities could have an adverse impact on the business, financial condition, results of operations and prospects of the companies in which the Funds invest, and therefore the Funds, and certain of the Funds’ service providers and counterparties, and could therefore cause the value of your investment in a Fund to decrease.

Exchanges and securities markets may close early, close late or issue trading halts on specific securities, which may result in, among other things, a Fund being unable to buy or sell certain securities or financial instruments at an advantageous time or accurately price its portfolio investments.

Selection risk is the risk that the investments that a Fund’s portfolio managers select will underperform (or outperform, if short) the market or other funds with similar investment objectives and investment strategies.

 

 

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Management Risk

The Funds are subject to management risk as actively managed investment portfolios. The Investment Adviser’s opinion about the intrinsic worth of a company or security may be incorrect; the Investment Adviser may not make timely purchases or sales of securities or changes in exposures to securities for a Fund; a Fund’s investment objective may not be achieved; or the market may continue to undervalue a Fund’s securities or securities exposures, or overvalue short exposures. In addition, a Fund may not be able to dispose of certain securities holdings or exposures in a timely manner. Certain securities or other instruments in which a Fund seeks to invest may not be available in the quantities desired. In addition, regulatory restrictions, policies, and procedures to manage actual or potential conflicts of interest, or other considerations may cause the Investment Adviser to restrict or prohibit participation in certain investments.

Operations Risk

The Funds may rely on various third-party sources to calculate their NAVs and to provide other services. As a result, the Funds are subject to certain operational risks associated with reliance on service providers and service providers’ data sources. In particular, errors or systems failures and other technological issues may adversely impact the Funds’ calculations of their NAVs, and such NAV calculation issues may result in inaccurately calculated NAVs, delays in NAV calculation and/or the inability to calculate NAVs over extended periods. A Fund may be unable to recover losses associated with such failures.

Issuer-Specific Risk

The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.

Foreign and Emerging Markets Risk

Foreign investments — including common stock, preferred and preference stocks, depositary receipts, participation notes or warrants, and exchange traded funds that invest in foreign securities — involve special risks not present in U.S. investments that can increase the chances that a Fund will lose money. These risks are higher for emerging markets investments, which can be subject to greater social, economic, regulatory and political uncertainties. These risks are also higher for investments in smaller capitalization companies. In particular, investments in, or exposure to, foreign securities and related investments involve the following risks:

•  The economies of some foreign markets often do not compare favorably with that of the U.S. in areas such as growth of gross domestic product, reinvestment of capital, resources, and balance of payments. Some of these economies may rely heavily on particular industries or foreign capital. For example, the price of oil has seen weakening global demand, which may negatively affect the economies of countries that rely on the energy industry. They may be more vulnerable to adverse diplomatic developments, the imposition of economic sanctions against a country, changes in international trading patterns, trade barriers and other protectionist or retaliatory measures.

•  Governmental actions — such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets or the imposition of punitive taxes — may adversely affect long investments in foreign markets.

•  The governments of certain countries may prohibit or substantially restrict foreign investing in their capital markets or in certain industries. This could severely affect security prices. This could also impair a Fund’s ability to purchase or sell foreign securities or transfer its assets or income back to the U.S., or otherwise adversely affect a Fund’s operations. For the Global Absolute Return Fund, this could impact the Fund’s ability to obtain or reduce exposure to foreign

 

 

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securities or to receive payments under swap agreements, or otherwise adversely affect the Fund’s operations.

•  Other foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign courts, and political and social instability. Legal remedies available to investors in some foreign countries are less extensive than those available to investors in the U.S. Many foreign governments supervise and regulate stock exchanges, brokers and the sale of securities less than the U.S. government does. Corporate governance may not be as robust as in more developed countries. As a result, protections for minority investors may not be strong, which could affect security prices.

•  Accounting standards in other countries are not necessarily the same as in the U.S. If the accounting standards in another country do not require as much disclosure or detail as U.S. accounting standards, it may be harder for a Fund’s portfolio managers to completely and accurately determine a company’s financial condition or find reliable and current data to process using the Investment Adviser’s quantitative techniques.

•  Because there are usually fewer investors on foreign exchanges and smaller numbers of shares traded each day, it may be difficult for a Fund to buy and sell securities on those exchanges. For the Global Absolute Return Fund, this may cause difficulty in obtaining or reducing exposure to securities on those exchanges since a counterparty may be hedging its exposure through direct investments. In addition, prices of foreign securities may go up and down more than prices of securities traded in the U.S.

•  Foreign markets may have different clearance and settlement procedures. In certain markets, settlements may not keep pace with the volume of securities transactions. If this occurs, settlement may be delayed and a Fund’s assets may be uninvested and may not be earning returns. For the Global Absolute Return Fund, delayed settlement may cause a counterparty to delay

settlement of exposures under swap agreements since it may be hedging its exposure through direct investments. A Fund also may miss investment opportunities or not be able to sell an investment or reduce its exposure because of these delays.

•  Changes in currency exchange rates will affect the value of a Fund’s foreign holdings or exposures. Further, companies in foreign countries may conduct business or issue debt denominated in currencies other than their domestic currencies, creating additional risk if there is any disruption, abrupt change in the currency markets, or illiquidity in the trading of such currencies. Depending on the positioning of the Global Absolute Return Fund, currency exposures in the long portfolio could be increased by exposures taken in the short portfolio and vice versa.

•  A Fund may (but is not obligated to) purchase and sell forward foreign currency contracts or swaps for the purpose of increasing or decreasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another, or from or to the Eurozone region in the case of the euro. The Global Absolute Return Fund may agree with a swap counterparty to hedge the currency exposure of underlying security positions to the U.S. dollar or other currencies. If a Fund makes these investments, the investments may not be effective as a hedge against currency fluctuations and can limit potential for growth in the value of a Fund. Currency forwards and swaps, like other derivatives, can be volatile and involve significant risks including counterparty risk, leverage risk, liquidity risk, credit risk, and basis risk (the risk that the value of the investment will not react in parallel with the value of underlying assets).

•  The costs of foreign securities transactions tend to be higher than those of U.S. transactions, increasing the transaction costs paid directly or indirectly by the Funds.

•  International trade barriers or economic sanctions against foreign countries may adversely affect a Fund’s foreign holdings or exposures.

 

 

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•  The Funds’, and in particular the Emerging Markets Fund’s, performance may be affected by the social, political, and economic conditions within China. China’s securities markets have less regulation and are substantially smaller, less liquid and more volatile than the securities markets of more developed countries, and hence are more susceptible to manipulation, insider trading, and other market abuses. As with all transition countries, China’s ability to develop and sustain a credible legal, regulatory, monetary and socioeconomic system could influence the course of outside investment. China has yet to develop comprehensive securities, corporate, or commercial laws; its market is relatively new and undeveloped; and its economy is slowing. Government policies have recently contributed to economic growth and prosperity in China, but such policies could be altered or discontinued at any time. Changes in government policy and slower economic growth may restrict or adversely affect a Fund’s investments or returns. In addition, certain Funds may obtain exposure to the China A-Share market through participation notes or warrants, which are derivative instruments that can be volatile and involve special risks including counterparty risk, liquidity risk, and basis risk. Alternatively, certain Funds may directly invest in China A-Shares listed and traded on the Shanghai Stock Exchange or Shenzhen Stock Exchange through the Shanghai-Hong Kong or Shenzhen – Hong Kong Stock Connect links (“Stock Connect”). Trading through Stock Connect is subject to a number of risks including, among others, trading, clearance and settlement risks, currency exchange risks, political and economic instability, inflation, confiscatory taxation, nationalization, expropriation, Chinese securities market volatility, less reliable financial information, differences in accounting, auditing, and financial standards and requirements from those applicable to U.S. issuers, and uncertainty of implementation of existing law in the People’s Republic of China. Further developments are likely and there can be no assurance of Stock Connect’s continued existence or whether

future developments regarding the program may restrict or adversely affect a Fund’s investments or returns.

Dividend-Paying Stock Risk

A Fund’s investment in or long exposure to dividend-paying stocks involves the risk that such stocks may fall out of favor with investors and underperform the market. Companies that issue dividend-paying stocks are not required to continue to pay dividends on such stocks. Therefore, there is the possibility that such companies could reduce or eliminate the payment of dividends in the future or the anticipated acceleration of dividends could not occur as a result of, among other things, a sharp rise in interest rates or an economic downturn. The prices of dividend-paying stocks may also decline as interest rates increase. Changes in the dividend policies of companies and capital resources available for these companies’ dividend payments may adversely affect a Fund. In addition, depending upon market conditions, dividend-paying stocks that meet a Fund’s investment criteria may not be widely available.

Derivatives Risk

A Fund’s use of futures contracts subjects the Fund to additional risks. Futures contracts are derivative instruments which can be volatile and involve special risks including leverage risk and basis risk (the risk that the value of the investment will not react in parallel with the value of the reference index). Participation notes or warrants, which may be used to obtain exposure to the China A-Share market, are also derivative instruments which can be volatile and involve special risks including counterparty risk, liquidity risk, and basis risk. These risks are in addition to the risks associated with the investments underlying such derivative instruments.

Allocation Risk

The Investment Adviser uses a proprietary, quantitative, asset allocation model to determine

 

 

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allocations for the Opportunities Fund between developed and emerging markets. This subjects the Fund to the risk of relative underperformance if its emerging markets exposure is relatively high when emerging markets underperform developed markets or if its emerging markets exposure is relatively low when emerging markets outperform developed markets. No assurance can be given that the Investment Adviser’s asset allocation decisions will avoid underperformance or losses.

Small Cap Risk

The International Small Cap Fund will invest a significant portion of its assets in the securities of smaller capitalization companies, and other Funds may also invest in, or have exposure to, smaller capitalization issuers. The values of securities of smaller, less well-known companies can be more sensitive to, and react differently to, company, political, market, and economic developments than the market as a whole and other types of securities. Smaller companies can have more limited product lines, markets, growth prospects, depth of management, and financial resources, and these companies may have shorter operating histories and less access to financing, creating additional risk. Smaller companies in countries with less-liquid currencies may have additional difficulties in financing and conducting their businesses. Further, smaller companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans that have floating rates. Because of these and other risks, securities of smaller capitalization companies tend to be more volatile and less liquid than securities of medium and larger capitalization companies. During some periods, securities of smaller capitalization companies, as an asset class, have underperformed the securities of larger capitalization companies.

Quantitative Analysis Risk

The Investment Adviser may use quantitative methods when selecting investments, either as the primary investment approach or to supplement its fundamental research, as described in each Fund’s principal investment strategies. The Investment Adviser’s quantitative techniques may be adversely affected if it relies on erroneous or outdated data. In addition, any errors in the Investment Adviser’s quantitative methods may adversely affect a Fund’s performance.

Securities or other investments selected by the Investment Adviser using quantitative methods may perform differently from the market as a whole for numerous reasons including factors used in the quantitative analysis, the weights placed on those factors, changes in a factor’s historical trends, or for reasons included in the analysis. The factors used in quantitative analysis and the weights placed on those factors may not predict a security’s value, and the effectiveness of the factors can change over time. These changes may not be reflected in the current quantitative model.

Large Purchase/Redemption Risk

A Fund may be adversely affected when large shareholders purchase or redeem large amounts of shares, which may impact the Fund in the same manner as a high volume of purchase or redemption requests. Such large shareholders may include, but are not limited to, other funds, institutional investors, and asset allocators who make investment decisions on behalf of underlying clients. Significant shareholder purchases and redemptions may adversely impact a Fund’s portfolio management. For example, a Fund may be forced to sell a comparatively large portion of its portfolio to meet significant shareholder redemptions, or hold a comparatively large portion of its portfolio in cash due to significant shareholder purchases, in each case when the Fund otherwise would not seek to do so. Such shareholder transactions may cause Funds to make investment decisions at inopportune times or

 

 

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prices or miss attractive investment opportunities. Such transactions may also increase a Fund’s transaction costs, accelerate the realization of taxable income if sales of securities resulted in gains, or otherwise cause a Fund to perform differently than intended. While large shareholder transactions may be more frequent under certain circumstances, a Fund is generally subject to the risk that a large shareholder can purchase or redeem a significant percentage of Fund shares at any time. Moreover, a Fund is subject to the risk that other shareholders may make investment decisions based on the choices of a large shareholder, which could exacerbate negative effects experienced by the Fund.

Cybersecurity Risk

Investment companies, such as the Funds, and their service providers are exposed to operational and information security risks resulting from cyber-attacks, which may result in financial losses to a Fund and its shareholders. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, “ransomware” that renders systems inoperable until ransom is paid, the unauthorized release of confidential information, or various other forms of cybersecurity breaches. Cyber-attacks affecting the Funds or the Investment Adviser, custodian, transfer agent, distributor, administrator, intermediaries, trading counterparties, and other third-party service providers may adversely impact the Funds or the companies in which the Funds invest, causing the Funds’ investments to lose value or to prevent a shareholder redemption or purchase from clearing in a timely manner.

Special Risks Applicable to the Global Absolute Return Fund

While the Fund’s net long/short notional exposure will generally not exceed plus or minus 10% of net assets, the long portfolio and the short portfolio will each have different exposures under swap agreements that will not be fully hedged. If the value of the

exposures in the short portfolio increases at the same time that the value of exposures in the long portfolio decreases, the Fund will be exposed to significant losses. The Fund will also be subject to losses if a portfolio characteristic to which it has exposure performs poorly. Any losses will be magnified by leverage through the use of swap agreements.

Swap Agreement Risks

The Fund uses the swap agreements described above to obtain long and short exposures. A swap agreement allows the Fund to increase its level of risk exposure more than other types of instruments. However, a swap agreement may not be effective and can limit potential for growth in the value of the Fund. A swap agreement, which is a form of derivative instrument, can be volatile and involve significant risks, including:

•  Basis Risk — The value of a swap agreement may not react in parallel with the value of the underlying asset, which could cause investment losses.

•  Counterparty Risk — Counterparty risk is the risk that the counterparty on a transaction will be unable or unwilling to honor its financial obligation to the Fund. For swap agreements traded on an exchange or through a central counterparty, credit risk resides with the Fund’s clearing broker, or the clearinghouse itself, rather than with an individual counterparty as with OTC swap transactions. Currently, the Fund invests in only OTC swap agreements and uses one counterparty for its swap agreements, increasing its counterparty credit risk. Further, a swap counterparty’s obligations to the Fund likely will not be collateralized, which will increase the Fund’s counterparty risk. To limit counterparty risk, the Fund currently intends to settle swap agreements at least quarterly, and may do so more frequently, so that the amount due the Fund from the counterparty will not exceed 5% of the value of the Fund’s total assets. However, the counterparty may be unwilling to continue to enter into swap agreements, or may increase its fees or collateral requirements, which could impair the Fund’s ability to achieve its investment objective.

 

 

 

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•   Leverage Risk — Use of leverage involves special risks and is speculative. Leverage exists when the Fund obtains the right to a return on a stipulated capital base that exceeds the amount the Fund has invested and can result in losses that greatly exceed the amount originally invested. Leverage creates the potential for greater gains to shareholders and the risk of magnified losses to shareholders, depending on market conditions and the Fund’s particular exposures. By using swap agreements, the Fund is able to obtain exposures up to four times greater than the value of its net assets. Although the Fund intends to reduce volatility by obtaining exposure to both long and short positions, if the Investment Adviser is incorrect in evaluating long and/or short exposures, losses may be significant.

Although the Fund will segregate or earmark liquid assets to cover its net obligations under a swap agreement, the amount will be limited to the current value of the Fund’s obligations to the counterparty, and will not prevent the Fund from incurring losses greater than the amount of those obligations. By setting aside assets only equal to its net obligation under a swap agreement (rather than the full notional value of the underlying security exposure), the Fund will have the ability to employ leverage to a greater extent.

•   Liquidity Risk — Liquidity risk is the risk that the Fund will not be able to settle a swap agreement immediately, particularly during times of market turmoil. It may also be difficult to value a swap agreement if the Fund has difficulty closing the position. The Fund may have difficulty closing out a swap position in a timely manner and could, as a result, incur losses that otherwise might have been avoided.

•  Quantitative Risk — While the Fund seeks low or no correlation with the World Index, it may be unintentionally correlated with funds or accounts using quantitative “market neutral,” “long-short,” “absolute return,” “hedged,” or other investment strategies, especially during periods of market distress.

In highly volatile or falling markets, portfolio managers using quantitative factor-based strategies may seek to reduce leverage by unwinding liquid as well as illiquid long and short securities positions simultaneously. This can cause quantitative strategies, such as the strategy used by the Fund, to experience significant losses.

•   Regulatory Risk — Potential changes in Commission regulation relating to a mutual fund’s use of derivatives and related instruments could limit or impact the Fund’s ability to invest in derivatives, limit its ability to employ certain strategies that use derivatives and adversely affect the performance the Fund.

The swaps used by the Fund are subject to both CFTC and SEC regulation. In addition, the Fund is a “commodity pool” and the Investment Adviser is the “commodity pool operator” or “CPO” for the Fund in accordance with CFTC rules. The continuing impact of these requirements on the Fund and its counterparties remains uncertain. However, they may cause the Fund to incur additional regulatory compliance and reporting expenses, and may cause counterparties to increase collateral or margin requirements, increase fees charged to the Fund or be less willing to enter into swap agreements with the Fund in the future. The effects of the regulatory changes could reduce investment returns or harm the Fund’s ability to implement its investment strategy. Investors in the Fund and their financial advisers should consider whether the Fund’s status as a “commodity pool” impacts their operations or status under the Commodity Exchange Act (“CEA”) in deciding whether to invest in the Fund.

•   Short Position Risk — The short portfolio of the Fund is exposed to short positions through swap agreements. Short positions are subject to special risks. Short positions obtain exposure to securities with the goal of closing the position at a later date when the value of the security has decreased. If the price of the security increases before the position is closed, the Fund will incur a loss equal to the increase in price

 

 

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from the time the exposure was obtained, calculated based on the notional value of the exposure, plus any other charges payable under a swap agreement. Because the Fund intends to use leverage, the short exposures will exceed the value of the Fund’s net assets, and the risk of loss is increased. Further, since the Fund will lose money if the value of the underlying security increases, losses are potentially unlimited. This risk is magnified in periods of market turmoil.

When the Fund has short exposures, and the swap counterparty hedges its exposure by entering into a short sale, the Fund is subject to the risk that the beneficial owner of the securities sold short recalls the shares from the counterparty, which the beneficial owner may do at any time to vote the shares or for other reasons. This is because in a direct short sale, a person borrows shares from the beneficial owner of the shares, sells them “short,” and buys them back later to return them to the beneficial owner. If the beneficial owner recalls the shares before they are returned, and replacement shares cannot be found, the counterparty, who may not then be hedged to its obligation to the Fund, may force the Fund to settle the position at a time which may not be advantageous. The closing of these short positions could adversely affect the Fund.

•   Swap Costs — The Fund pays the counterparty financing charges under a swap agreement and, in addition, makes payments equal to what the Fund would incur if it were directly incurring brokerage commissions and stamp taxes on trades of the underlying securities. In addition, the Fund pays the counterparty amounts equal to any dividends paid on securities to which the Fund has short exposure. These costs reduce investment returns, and increase investment losses.

Information about Portfolio Holdings and Exposures

A description of the Funds’ policy and procedures with respect to the disclosure of their portfolio

holdings and exposures is available in the SAI, which is available upon request. The Investment Adviser also serves as investment adviser of certain exchange-traded managed funds (“ETMFs”) that have investment programs similar to those used for International Value Fund and Global Value Fund. The ETMFs disclose, each Business Day, a basket of securities, other instruments and/or cash in exchange for which the ETMFs will issue and redeem shares. To the extent an ETMF has a similar investment program to a Fund, certain portfolio holdings also held by the Fund would therefore be disclosed on a daily basis. However, to preserve the confidentiality of an ETMF’s trading activities, the Investment Adviser anticipates that a basket will normally not be a pro rata portion of an ETMF’s portfolio positions or necessarily include all of an ETMF’s portfolio positions, and the composition of an ETMF’s basket likely will diverge, and may diverge significantly, from the ETMF’s current portfolio.

If you would like further information about a Fund, including how it invests, please see the SAI.

 

 

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Management of the Funds

About the Investment Adviser

Causeway Capital Management LLC, the Funds’ Investment Adviser, manages each Fund’s investments under the overall supervision of the Board. The Investment Adviser is responsible for making all investment decisions for the Funds. Each Fund pays the Investment Adviser an annual management fee equal to a percentage of its average daily net assets, as indicated in the table below.

 

Fund    Management Fee  
International Value Fund      0.80
Global Value Fund      0.80
Emerging Markets Fund      1.00
International Opportunities Fund      0.80
Global Absolute Return Fund      1.10
International Small Cap Fund      1.00

The Investment Adviser began operations as an investment adviser in June 2001. The Investment Adviser had approximately $51.7 billion in assets under management as of December 31, 2018. The Investment Adviser’s address is 11111 Santa Monica Boulevard, 15th Floor, Los Angeles, CA 90025. The Investment Adviser is a “commodity pool operator” under the CEA for the Global Absolute Return Fund.

The Investment Adviser also serves as investment adviser of certain ETMFs that are series of Causeway ETMF Trust and have investment programs similar to those used for the International Value Fund and Global Value Fund. Investors should be aware that the investments made, and performance results achieved, by the Funds may differ from those of the ETMFs.

A discussion regarding the basis for the approval by the Board of the Investment Advisory Agreement for each Fund is contained in the Funds’ Annual Reports to Shareholders for the fiscal year ended September 30, 2018.

About the International Value Fund and the Global Value Fund Portfolio Managers

The International Value Fund and the Global Value Fund are managed by a team of portfolio managers comprised of Sarah H. Ketterer, Harry W. Hartford, James A. Doyle, Jonathan P. Eng, Conor Muldoon, Foster Corwith, Alessandro Valentini, Ellen Lee, and Steven Nguyen. Their backgrounds are described below.

Sarah H. Ketterer is the chief executive officer of the Investment Adviser and is responsible for investment research across all sectors. Ms. Ketterer co-founded the Investment Adviser in June 2001. Prior to that, she was with the Hotchkis and Wiley division of Merrill Lynch Investment Managers, L.P. (“HW-MLIM”) since 1996, where she was a managing director and co-head of the International and Global Value Equity Team in Los Angeles. Ms. Ketterer has a BA in Economics and Political Science from Stanford University and an MBA from the Amos Tuck School, Dartmouth College.

Harry W. Hartford is the president of the Investment Adviser and is the director of investment research. Mr. Hartford co-founded the Investment Adviser in June 2001. Prior to that, he was with HW-MLIM since 1996, where he was a managing director and co-head of the International and Global Value Equity Team in Los Angeles. Mr. Hartford has a BA, with honors, in Economics from the University of Dublin, Trinity College, and an MSc in Economics from Oklahoma State University, and is a Phi Kappa Phi member.

James A. Doyle is a director of the Investment Adviser and is responsible for research in the global healthcare, information technology and telecommunication services sectors. He joined the firm in June 2001. Previously, Mr. Doyle was with HW-MLIM since 1997, where he was a vice president and the head of investment research for the International and Global Value Equity Team in Los Angeles. Mr. Doyle has a BA in Economics from

 

 

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Northwestern University and an MBA in Finance from the Wharton School, University of Pennsylvania.

Jonathan P. Eng is a director of the Investment Adviser and is responsible for research in the global consumer discretionary and industrials sectors. Mr. Eng joined the firm in July 2001. From 1997 to July 2001, Mr. Eng was with HW-MLIM in Los Angeles and London, where he was an equity research associate for the International and Global Value Equity Team. Mr. Eng has a BA in History and Economics from Brandeis University and an MBA from the Anderson Graduate School of Management at UCLA.

Conor Muldoon is a director of the Investment Adviser and is responsible for research in the global financials and materials sectors. Mr. Muldoon joined the firm in June 2003. From 1995 to June 2003, Mr. Muldoon was an investment consultant for Fidelity Investments where he served as a liaison between institutional clients and investment managers within Fidelity. Mr. Muldoon has a BSc and an MA from the University of Dublin, Trinity College, and an MBA with high honors from the University of Chicago. Mr. Muldoon was inducted into the Beta Gamma Sigma honors society and is also a CFA charterholder.

Foster Corwith is a director of the Investment Adviser and is responsible for research in the global industrials and consumer sectors. He joined the firm in July 2006. During the summer of 2005, Mr. Corwith was a research associate at Deutsche Asset Management, where he was responsible for researching consumer staples companies. From 2003 to 2004, Mr. Corwith was a project manager in the Corporate Services group of The Bank of New York, where he oversaw the integration of trading platforms for broker-dealer clients acquired during the firm’s merger with Mellon Financial. From 2001-2003, he was an analyst in Credit Suisse First Boston’s prime brokerage unit, where he worked as a liaison between the group’s security lending, technology, and account management groups. From 2000-2001, he was a management trainee at Donaldson Lufkin & Jenrette,

working with the equity research team. Mr. Corwith has an MBA from the University of Chicago, a BA, cum laude, from Tufts University, and is a CFA charterholder.

Alessandro Valentini is a director of the Investment Adviser and is responsible for research in the global health care and financials sectors. He joined the firm in July 2006. During the summer of 2005, Mr. Valentini worked as a research analyst at Thornburg Investment Management, where he conducted fundamental research focusing on the European telecommunication and Canadian oil sectors. From 2000 to 2004, he worked as a financial analyst at Goldman Sachs in the European Equities Research-Sales division in New York. Mr. Valentini has an MBA from Columbia Business School, with honors, an MA in Economics from Georgetown University and a BS, magna cum laude, from Georgetown University. He was inducted into the Beta Gamma Sigma honors society, is a Phi Beta Kappa member, and is a CFA charterholder.

Ellen Lee is a director of the Investment Adviser and is responsible for research in the global consumer staples, utilities, and energy sectors. She joined the firm in August 2007. During the summer of 2006, Ms. Lee interned at Tiger Asia, a long short equity hedge fund focused on China, Japan, and Korea. From 2001 to 2004, Ms. Lee was an associate in the Mergers and Acquisitions division of Credit Suisse First Boston in Seoul, where she advised Korean corporates and multinational corporations. From 1999 to 2000, she was an analyst in the Mergers and Acquisitions division of Credit Suisse First Boston in Hong Kong. Ms. Lee has a BA in Business Administration from Seoul National University and an MBA from the Stanford Graduate School of Business.

Steven Nguyen is a director of the Investment Adviser and is responsible for research in the global energy, utilities and healthcare sectors. He joined the firm in April 2012. From 2006 to 2012, Mr. Nguyen was a Senior Credit Analyst at Bradford & Marzec covering

 

 

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high yield and investment grade companies in the telecommunication services, cable, media, gaming, insurance, and REIT industries. From 2003 to 2006, Mr. Nguyen was a Credit Analyst/Portfolio Manager in the corporate bond department of Allegiance Capital. Mr. Nguyen has a BA in Business Economics from Brown University, an MBA, with honors, from the UCLA Anderson School of Management, and is a CFA charterholder.

About the Emerging Markets Fund and the International Small Cap Fund Portfolio Managers

The Emerging Markets Fund and the International Small Cap Fund are managed by Arjun Jayaraman, MacDuff Kuhnert, and Joe Gubler. Their backgrounds are described below.

Arjun Jayaraman, PhD, CFA, is head of the quantitative research group at the Investment Adviser. He has been a portfolio manager at the Investment Adviser since January 2006. From 2004 to 2005, Dr. Jayaraman was a portfolio manager for quantitative strategies at PanAgora Asset Management. He was the lead portfolio manager of its non-U.S. large cap core equity portfolios and was the co-portfolio manager of its global large cap core equity portfolios. From 2000-2004, Dr. Jayaraman managed similar portfolios at Putnam Investments in addition to working closely with the teams that managed Putnam’s traditional non-U.S. strategies. Dr. Jayaraman has a BA in Economics from Columbia University, a PhD from New York University (Stern School of Business), and is a CFA charterholder.

MacDuff Kuhnert, CFA, is a director of the Investment Adviser and performs quantitative research. He joined the Investment Adviser in July 2001. His responsibilities include product development, asset allocation, risk management, and the design and implementation of proprietary valuation models and other quantitative tools. From 1996 to July 2001, Mr. Kuhnert worked for HW-MLIM as a quantitative research associate, where he created and developed advanced quantitative models

used in the international value investment process. Mr. Kuhnert has a BA in Chemistry from Dartmouth College. He is a CFA charterholder and member of the Los Angeles Society of Financial Analysts and the Los Angeles Quantitative Investment Association.

Joe Gubler, CFA, is a director of the Investment Adviser and performs quantitative research. He joined the Investment Adviser in April 2005. From 2002 to April 2005, Mr. Gubler worked as Director of Engineering for the MonsterTRAK division of Monster.com. He was responsible for a cross-functional team that developed, enhanced, and maintained the software that powers the monstertrak.com website. From 1999 to 2002, Mr. Gubler developed database-enabled web applications for a wide range of companies, including the National Academy of Recording Arts and Sciences, the Recording Industry Association of America, Disney, NameSafe.com, and Array Networks. While studying astrophysics at UC San Diego, Mr. Gubler worked as a Graduate Research Assistant in the Jet Propulsion Laboratory’s stellar interferometry group. Mr. Gubler has a BS, cum laude, in Physics from UC Irvine, an MS in Physics from UC San Diego, and an MBA from the UCLA Anderson Graduate School of Management. He is a CFA charterholder.

About the International Opportunities Fund and the Global Absolute Return Fund Portfolio Managers

The International Opportunities Fund and the Global Absolute Return Fund are managed by a team of portfolio managers comprised of Sarah H. Ketterer, Harry W. Hartford, James A. Doyle, Jonathan P. Eng, Conor Muldoon, Foster Corwith, Alessandro Valentini, Ellen Lee, Steven Nguyen, Arjun Jayaraman, MacDuff Kuhnert, and Joe Gubler. Their backgrounds are described above.

The SAI, which is available upon request, provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and their ownership of shares of the Funds.

 

 

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Other Information

This Prospectus and the SAI, any contracts filed as exhibits to the Trust’s registration statement, related regulatory filings, and any other Fund communications or disclosure documents do not create any contractual obligations between a Fund and shareholders. A Fund may amend any of these documents or enter into or amend other contracts, and interpret its investment objective, policies, restrictions and contractual provisions applicable to it without shareholder approval except where shareholder approval is specifically required by law or the Trust’s governing documents or where a shareholder approval requirement is specifically disclosed in the Trust’s then-current Prospectus or SAI. Further, shareholders are neither parties to nor intended third-party beneficiaries of any contracts entered into by (or on behalf of) a Fund, including contracts with the Investment Adviser or other parties providing services to the Fund.

Investing in the Funds

Description of Classes

Each Fund offers two classes of shares — Investor Class and Institutional Class. Each share class has its own expense structure. Each share class represents an ownership interest in the same investment portfolio.

Investor Class shares are for retail investors who meet the account minimum and investors purchasing shares through financial intermediaries authorized to make Investor Class shares available. Institutional Class shares are for institutions and individuals who meet the account minimum and investors purchasing through financial intermediaries authorized to make Institutional Class shares available.

Investor Class

 

   

no upfront or deferred sales charge

 

   

up to 0.25% annual shareholder service fee

 

   

higher annual expenses than Institutional Class

 

   

$5,000 minimum initial investment

 

   

no minimum for subsequent investments

Institutional Class

 

   

no upfront or deferred sales charge

 

   

no shareholder service fee

 

   

lower annual expenses than Investor Class

 

   

$1 million minimum initial investment

 

   

no minimum for subsequent investments

The account minimums for Institutional and Investor Class shares may be waived for employees and board members of the Investment Adviser (or its parent holding company) and Trustees of the Funds and their families, and for holders of shares purchased by clients of the Investment Adviser. The Funds’ officers or their delegates may, in their discretion, also waive or lower

 

 

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account minimums for customers of a financial intermediary or investment adviser if the aggregate investments of the customers of the financial intermediary or investment adviser meet the account minimum or are believed likely to meet the account minimum in the future.

If you are the beneficial owner of an Investor Class account or multiple Investor Class accounts held directly with a Fund and your total investment in a Fund exceeds $1 million, you may request your Fund to convert and/or exchange in kind your shares to Institutional Class shares. In addition, a financial intermediary or investment adviser whose customers in aggregate invest more than $1 million in the Trust may request a Fund to convert and/or exchange in kind its customers’ shares to Institutional Class shares. Your broker or other financial intermediary may also convert or exchange in kind your Institutional Class shares to Investor Class shares. To do so, your intermediary must have your authorization to convert your shares, and must provide shareholder services to you that are reasonable in relation to the shareholder service fees it will receive from the Fund. Your intermediary must be converting your shares as part of a plan to place you in a brokerage account with a combination of fees and services appropriate for you, and must have appropriately disclosed the fees and services associated with your brokerage account. It is your intermediary’s responsibility to meet these conditions and the Fund will not be able to confirm that it has done so.

How to Purchase, Exchange and Sell Fund Shares

This section tells you how to purchase, exchange and sell (sometimes called “redeem”) shares of the Funds.

How to Purchase Fund Shares

You may purchase shares on any day that the New York Stock Exchange (“NYSE”) is open for business (a “Business Day”).

You may purchase shares directly by:

 

   

Mail

 

   

Telephone

 

   

Wire

 

   

Automated Clearing House (“ACH”), or

 

   

Internet (www.causewayfunds.com).

To purchase shares directly from us, complete and send in a Fund application. If you need an application or have questions, please call 1-866-947-7000 or visit www.causewayfunds.com. Unless you arrange to pay by wire or through ACH, write your check, payable in U.S. dollars, to “Causeway International Value Fund,” “Causeway Global Value Fund,” “Causeway Emerging Markets Fund,” “Causeway International Opportunities Fund,” “Causeway Global Absolute Return Fund” or “Causeway International Small Cap Fund” (depending on the Fund shares you wish to buy) and mail it to the appropriate Fund at: P.O. Box 219085, Kansas City, MO 64121-7159. The Funds cannot accept third-party checks, credit cards, credit card checks, cash, traveler’s checks, money orders or cashier’s checks for Fund shares. If you intend to pay by wire or through ACH please call 1-866-947-7000 for further instructions.

Internet transactions via the Funds’ website are available to existing shareholders. You may not make an initial purchase of a Fund’s shares via the Internet. Visit www.causewayfunds.com and click on “Fund Account — Access” to view account information and perform subsequent purchases, exchanges and redemptions. Only bank accounts held at domestic financial institutions that are ACH members may be used for telephone or Internet transactions.

You may also buy shares through accounts with brokers and other institutions that are authorized to place trades in Fund shares for their customers. If you invest through an authorized institution, you will have to follow its procedures, which may be different from

 

 

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the procedures for investing directly. Your broker or institution may charge a fee for its services, in addition to the fees charged by a Fund. You will also generally have to address your correspondence or questions regarding a Fund to your institution.

A Fund may reject any purchase order if it determines that accepting the order would not be in the best interests of the Fund or its shareholders.

How to Exchange Fund Shares

You may exchange shares of one class of a Fund for shares of the same class of another Fund. You may exchange shares on any Business Day, and may exchange shares directly by:

 

   

Mail, by writing to the Funds at the address listed under “How to Purchase Fund Shares” above and indicating the Funds you wish to exchange,

 

   

Telephone, by calling 1-866-947-7000, or

 

   

Internet, at www.causewayfunds.com.

You may also exchange shares through accounts with brokers and other institutions that are authorized to place trades in Fund shares for their customers, but you will need to follow your institution’s procedures and may be subject to fees charged by your institution.

For all Funds except the Global Absolute Return Fund, exchanges between Funds (but not between Classes) will be subject to redemption fees, if shares are exchanged less than 60 days after purchase. See “Redemption Fee” below. Exchanges will also be subject to the Funds’ minimum investment requirements. To effect an exchange, you must exchange shares with a total value of at least $100, and exchanges are limited to a maximum of $250,000 for exchanges of Investor Class shares and $1 million for exchanges of Institutional Class shares, per transaction. An exchange of shares will have the same tax consequences as a redemption of shares. For example, if you exchange shares held in a taxable

account that are worth more than when you purchased them, the gain (generally, the value at the time of the exchange less your cost) will be taxable. Conversions or exchanges between Classes of shares of the same Fund are not subject to redemption fees or the above minimums.

A Fund may reject any exchange order if it determines that accepting the order would not be in the best interests of the Fund or its shareholders.

Financial Intermediary Compensation

The Investment Adviser makes payments out of its own resources to certain brokers and financial intermediaries for providing services intended to result in the sale of Fund shares or for shareholder service activities. These payments by the Investment Adviser may include one or more of the following types of payments: one-time account establishment fees, annual per account fees, sales fees of up to 0.08% of sales of Fund shares, and annual asset-based charges of up to 0.16% of the average daily NAV of shares of a Fund serviced by the institution. Payments to certain intermediaries are subject to annual minimums of up to $25,000. These payments may create a conflict of interest by influencing the broker or financial intermediary and your salesperson to recommend a Fund over another investment. For more information, please see the SAI or ask your salesperson or visit your financial intermediary’s website.

Customer Identification and Verification

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person (or the control person(s) and/or beneficial owners of legal entity customers) who opens an account.

What this means for you (or the control person(s) and/or beneficial owners of legal entity customers): when you open an account, we will ask for your name, address, date of birth, and other information

 

 

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that will allow us to identify you. We may also ask for a copy of your driver’s license or other identifying documents. We will use these documents for the purpose of establishing and verifying your identity — we will not be obligated to follow the terms of any of these documents. We may not accept your new account application if you do not provide the required identifying information.

We will attempt to collect any missing information by contacting you or your broker. If we are unable to obtain the information within a timeframe established in our sole discretion, we may not accept your new account application.

We will attempt to verify your identity (or the control person(s) and/or beneficial owners of legal entity customers) in a timeframe established in our sole discretion. If we are unable to verify your identity, we may close your account and return to you the value of your shares at the next calculated NAV. If you purchased your shares by check, redemption proceeds may not be available until your check has cleared (which may take up to 15 days from your date of purchase). If your account is closed, you may realize a gain or loss on the redeemed Fund shares and will be subject to resulting tax consequences.

How Fund Shares are Priced

The price per Fund share (the offering price) will be the NAV next determined after the Fund receives your purchase or exchange order, provided that your purchase or exchange order contains all information and legal documentation necessary to process the order including, for new accounts, required identifying information described in “Customer Identification and Verification” above. The NAV for one Fund share is the value of that share’s portion of all of the net assets of the Fund.

Each Fund calculates its NAV once each Business Day as of 4:00 p.m. Eastern Time, the normal close of regular trading of the NYSE. If, for example, the NYSE

closes at 1:00 p.m. Eastern Time, each Fund’s NAV would still be determined as of 4:00 p.m. Eastern Time. In this example, portfolio securities traded on the NYSE would be valued at their closing prices unless a fair value adjustment is appropriate. For you to receive the current Business Day’s NAV, the Fund or its authorized agent must receive your purchase or exchange order before 4:00 p.m. Eastern Time. Note that your financial intermediary may have earlier deadlines to receive your order. The Fund will use the next trading day’s NAV for a purchase, exchange or redemption order received after 4:00 p.m. Eastern Time.

In calculating NAV, each Fund generally values its investment portfolio at market price. The value of investments in any open-end investment companies that are not exchange-traded funds are based on their NAVs. If market prices are not readily available or the Fund thinks that they are unreliable, fair value prices may be determined in good faith using methods approved by the Board.

For instance, if trading in a security has halted or suspended, a security has de-listed from a national exchange, a security has not traded for an extended period of time, or a significant event with respect to a security occurs after the close of the market on which the security principally trades and before the time a Fund calculates NAV, the Funds’ Fair Value Committee may determine the security’s fair value. The Board has delegated the responsibility of making fair value determinations to the Funds’ Fair Value Committee in accordance with the Funds’ Pricing and Valuation Procedures. The Board has approved the use of a third-party fair valuation service to provide the International Value Fund, Emerging Markets Fund, Global Value Fund, International Opportunities Fund and International Small Cap Fund with fair value prices for certain securities held by these Funds. A swap agreement will generally be fair valued based on prices supplied by the swap counterparty, which in turn are based on the market prices or fair values of the notional securities underlying the swap. Futures

 

 

60    Causeway Funds   


contracts are valued at the settlement price established each day by the board of exchange on which they are traded, and the settlement prices are provided by an independent source. On days when there is excessive volume or market volatility or when a futures contract does not end trading by the time a Fund calculates its NAV, the settlement price may not be available at the time a Fund calculates its NAV. On these days, the best available price (which is typically the last sale price) may be used to value a Fund’s futures contracts. Participation notes or warrants used to obtain exposure to the China A-Share market are fair valued based on the underlying stocks and terms of the note or warrant, including those related to performance and fees.

Foreign securities owned by a Fund, or to which a Fund is exposed, may trade on weekends or other days when the Fund does not price its shares. As a result, a Fund’s NAV may change on days when you will not be able to purchase or redeem the Fund’s shares. It is possible that market timers or “arbitrageurs” may attempt to buy or sell Fund shares to profit from price movements in foreign markets not yet reflected in a Fund’s NAV. Such trades may have the effect of reducing the value of existing shareholders’ investments. The intended effect of a Fund’s use of fair value pricing is to more accurately determine the current market value of portfolio securities and to minimize the possibilities for time-zone arbitrage.

Valuing securities at fair value involves greater reliance on judgment than valuation of securities based on readily available market quotations. A Fund that uses fair value to price securities may value those securities higher or lower than another fund using market quotations or fair value to price the same securities. There can be no assurance that a Fund would obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the Fund determines its NAV.

Systematic Investment Plan

If you have a checking or savings account with a bank, you may purchase shares of a Fund automatically through regular deductions from your account with a minimum of $100. You may begin regularly scheduled investments once a month.

How to Sell Fund Shares

If you own your shares of a Fund directly, you may sell (redeem) your shares on any Business Day by contacting the Fund directly by mail or telephone at 1-866-947-7000 or via the Internet at www.causewayfunds.com. To help protect investors from potential fraud, redemptions by telephone are limited to $50,000 per Business Day. If you own your shares through an account with a broker or other institution, contact that broker or institution to sell your shares. Your broker or institution may charge a fee for its services in addition to the fees charged by the Fund. If you would like to close your Fund account or have your sale proceeds sent to a third party or an address other than your own, please notify the Fund in writing and include a signature guarantee by a bank or other financial institution (a notarized signature is not sufficient). The sale price of each share will be the next NAV determined after the Fund receives your request.

Under normal market conditions, each Fund expects to meet redemption orders by using holdings of cash or cash equivalents. A Fund may use additional methods to meet shareholder redemptions, if they become necessary or desirable. These methods may include, but are not limited to, the sale of portfolio holdings, the use of overdraft protection afforded by the Fund’s custodian, borrowing from a line of credit, or making payment with Fund securities or other Fund assets rather than cash (as further discussed in “Redemptions in Kind” below).

Systematic Withdrawal Plan

You may use the Systematic Withdrawal Plan to arrange monthly, quarterly or annual withdrawals of

 

 

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at least $100 from a Fund. The proceeds of each withdrawal will be mailed to you by check or, if you have a checking or savings account with a bank, electronically transferred to your account. To sell shares in a Systematic Withdrawal Plan, you need to have at least $5,000 in your account.

Receiving Your Money

Normally, if you are redeeming directly through the transfer agent, we will send your sale proceeds within seven days after we receive your request. Your proceeds can be wired to your bank account (subject to a $10 fee) or sent to you by check. If you are redeeming through financial intermediaries, payments will be made on the settlement date agreed between the Trust and the intermediary or through the NSCC system (typically one to two business days, but potentially up to seven calendar days). If you recently purchased your shares by check, a Fund may delay mailing a redemption check until after your check has cleared (which usually will not exceed 5 days but may take up to 15 days in certain circumstances).

Signature Guarantee

A “Medallion” signature guarantee is a widely accepted way to protect shareholders by verifying a signature in certain circumstances including: (1) requests for redemptions in excess of $50,000, (2) all requests to wire redemption proceeds to a bank other than the bank previously designated on the account application, and (3) redemption requests to send proceeds to an address other than the address of record or to a person other than the registered shareholder(s) for the account. Medallion signature guarantees can be obtained from any of the following institutions: a national or state bank, a trust company, a federal savings and loan association, or a broker-dealer that is a member of a national securities exchange. A notarized signature is not sufficient. Accounts held by a corporation, trust, fiduciary or partnership may require additional documentation along with a Medallion signature guarantee. Please call 1-866-947-7000 for more information. The Funds

participate in the Paperless Legal Program. Requests received with a Medallion signature guarantee will be reviewed to see if they have the proper criteria to meet the guidelines of the Program and may not require additional documentation.

Redemptions in Kind

Each Fund generally pays sale (redemption) proceeds in cash. However, under certain conditions (including for the protection of a Fund’s remaining shareholders), a Fund might pay all or part of your redemption proceeds in securities with a market value equal to the redemption price (a “redemption in kind”). A Fund also may, but is not required to, pay redemptions in kind at the request of a shareholder if the Fund’s officers believe that doing so would not hurt the Fund. It is unlikely that your shares would ever be redeemed in kind, but if they were, then in addition to taxes on any net capital gains from the redemption, you would probably have to pay transaction costs to sell the securities distributed to you. See “Taxes” below. In addition, securities redeemed in kind will be subject to market risk until sold by the shareholder.

Redemption Fee

As noted in each Fund’s “Fees and Expenses” section, except for the Global Absolute Return Fund, the Investor Class and Institutional Class each imposes a 2.00% redemption fee on the value of shares redeemed less than 60 days after purchase. The redemption fee also applies to exchanges from a Fund (but not to conversions or exchanges between Classes of the same Fund). The redemption fee is paid to the relevant Fund. The redemption fee does not apply to shares purchased through reinvested dividends and capital gain distributions or shares redeemed through designated systematic withdrawal plans. The redemption fee does not normally apply to accounts designated as omnibus accounts with the transfer agent. These are arrangements through financial intermediaries where the purchase and sale orders of a number of persons are aggregated before being

 

 

62    Causeway Funds   


communicated to a Fund. However, the Funds may seek agreements with these intermediaries to impose each 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. The officers of the Funds may waive the redemption fee for shareholders in asset allocation and similar investment programs believed not to be engaged in short-term market timing, including for holders of shares purchased by the Investment Adviser for its clients to rebalance their portfolios.

The Board has determined that the structure of the Global Absolute Return Fund, which obtains long and short investment exposures to securities through swap agreements, reduces the risk of market timing that Fund based on significant market movements. Further, the Global Absolute Return Fund can reject any purchase or exchange order if it believes an investor has engaged in market timing. Accordingly, the Board has determined that redemptions of shares of the Global Absolute Return Fund should not be subject to a redemption fee. However, the Trust reserves the right to impose a redemption fee on the Global Absolute Return Fund in the future, upon appropriate notice to shareholders.

Involuntary Redemptions or Transfers of Your Shares

If your Investor Class account balance drops below $500 because of redemptions or exchanges, the Fund may redeem your shares. A Fund will give you at least 60 days’ written notice to give you time to add to your account and avoid the redemption of your shares. This involuntary redemption does not apply to retirement plans or Uniform Gifts or Transfers to Minors Act accounts. In addition, each Fund reserves the right to redeem all or some of your shares for any reason if it determines doing so would be in the best interests of the Fund or its shareholders.

Officers of the Trust may transfer accounts in Institutional Class shares that are below the minimum initial investment requirement to Investor Class shares,

unless the account’s failure to meet the minimum is the result of market movement.

Unclaimed Property

If your account is deemed “abandoned” or “unclaimed” under state law, the relevant Fund or intermediary may be required to “escheat” or transfer the assets in your account to the applicable state’s unclaimed property administration. The state may sell escheated Fund shares and, if you subsequently seek to reclaim your proceeds of liquidation from the state, you may only be able to recover the amount received when the shares were sold. Escheatment rules vary considerably by state. Please check your state’s unclaimed or abandoned property department website for specific information. It is your responsibility to ensure that you maintain a correct address for your account, keep your account active, and promptly cash all checks for dividends, capital gains and redemptions. Neither the relevant Fund, the Fund’s transfer agent, the Fund’s distributor nor the Investment Adviser or their affiliates will be liable to shareholders or their representatives for good faith compliance with state escheatment laws.

Suspension of Your Right to Sell Your Shares

A Fund may suspend your right to sell your shares if the NYSE restricts trading, the Commission declares an emergency or for other reasons. See the Funds’ SAI for more information.

Telephone Transactions

Purchasing, exchanging and selling Fund shares over the telephone is convenient, but not without risk. Although each Fund has safeguards and procedures to confirm the identity of callers and the authenticity of instructions, a Fund is not responsible for any losses or costs incurred by following telephone instructions the Fund believes to be genuine. If you or your financial institution transact with a Fund over the telephone, you will generally bear the risk of any loss. In addition, during times of intense activity, there may be delays in reaching your Fund.

 

 

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Householding

The Funds take advantage of the “Householding” Rule, which permits the delivery of one copy of an annual/semi-annual report, prospectus and/or proxy statement on behalf of two or more shareholders at a shared address. Unless a shareholder indicated otherwise in its application for Fund shares, a Fund will deliver one copy of the above referenced documents to the shareholder’s address. A shareholder may change this option at any time by calling 1-866-947-7000. Upon receiving such notification, a Fund will begin mailing individual copies of the above referenced documents to the shareholder within approximately 30 days.

Shareholder Service Fees

Each Fund has adopted a shareholder service plan for Investor Class shares that allows the Fund to pay broker-dealers and other financial intermediaries annual fees of up to 0.25% of average daily net assets for non-distribution services provided to Investor Class shareholders of the Fund. Because these fees are paid out of a Fund’s assets continuously, over time these fees will also increase the cost of an investment in Investor Class shares.

Excessive Short-Term Trading

The Funds are intended to be long-term investment vehicles and are not designed for investors that engage in short-term trading activity. Some investors try to profit by using excessive short-term trading practices involving mutual fund shares, frequently referred to as “market timing.” Market timing activity can interfere with the efficient management of a fund, result in dilution of the value of shareholders’ holdings and cause increased fund transaction costs. The Funds oppose market timing and the Board has adopted policies and procedures designed to deter such trading, which are described below.

The Funds have Pricing and Valuation Procedures, which have been approved by the Board, and a Fair

Value Committee for fair valuing the Funds’ securities. The Board has approved the use of a third-party fair valuation service to provide certain Funds with fair value prices for certain foreign securities held by the Funds. Fair value pricing is intended to deter those trying to take advantage of time-zone differences in the valuation of foreign securities.

In addition, the Funds (except the Global Absolute Return Fund) impose a 2.00% redemption fee on the value of shares of any Fund redeemed or exchanged less than 60 days after purchase. Additional information about the Funds’ redemption fees can be found under “Redemption Fee” above.

The Trust reserves the right to reject any purchase or exchange order for a Fund, including orders deemed to be market timing, if the officers believe that accepting the order would not be in the best interests of the Fund or its shareholders. The Trust may consider various factors in determining whether an investor has engaged in market timing, including, but not limited to, the investor’s historic trading patterns, the number of transactions, the time between transactions and the percentage of the investor’s account involved in each transaction. The Trust also reserves the right to restrict future purchases of any Fund by an investor who is classified as engaged in market timing.

Some investors purchase Fund shares through a financial intermediary that establishes an omnibus account in a Fund for its customers and submits a net order to purchase or redeem shares after combining its customer orders. These intermediaries have agreed to provide trading information about their customers to the Funds upon request, and to restrict or block purchases of any shareholder identified by a Fund as engaging in trading that may be construed as market timing.

Although a Fund’s redemption fee does not apply to accounts with financial intermediaries designated with the transfer agent as omnibus accounts, the Funds may

 

 

64    Causeway Funds   


seek to obtain the agreement of such intermediaries to impose a redemption fee on their customers if feasible or to impose other appropriate restrictions on market timing. A Fund may permit an intermediary to waive redemption fees on particular investors or certain categories of investors who are believed not to be engaged in market timing strategies. In addition, the officers of the Funds may waive the redemption fee for shareholders in asset allocation and similar investment programs believed not to be engaged in short-term market timing, including for holders of shares purchased by the Investment Adviser for its clients to rebalance their portfolios.

There can be no assurance that the Funds will successfully detect or prevent market timing. Moreover, despite the existence of these policies and procedures, it is possible that market timing may occur in a Fund without being identified, especially through financial intermediaries. While the Funds intend that intermediaries trading in Fund shares will assist the Funds in enforcing the Funds’ policies, certain intermediaries may be unable or unwilling to enforce effectively a Fund’s 2.00% redemption fee or other redemption fees or restrictions on market timing. The Funds will seek cooperation from any intermediary through which the Funds believe market timing activity is taking place.

Dividends and Capital Gain Distributions

Each Fund expects to earn income from its investments and distributes this income, if and to the extent it exceeds expenses (which differ by class), to its shareholders as dividends. Each Fund also realizes capital gains and losses from its investments and distributes any net capital gains to its shareholders as capital gain distributions (as used in this section, together with income dividends, “distributions”). Each Fund distributes any distributions at least annually.

Distributions paid by a Fund may be reinvested automatically in shares of the distributing class of that

Fund at NAV or may be taken in cash. If your account is held directly with a Fund and you would like to receive distributions in cash, contact your Fund at 1-866-947-7000. If your account is with a securities dealer or other financial intermediary that has an agreement with a Fund, contact your dealer or intermediary about which option you prefer.

Taxes

Except for tax-advantaged retirement plans and accounts and other tax-exempt investors, all Fund distributions you receive generally are subject to federal income tax, whether you receive them in cash or reinvest them in additional shares. Fund distributions to IRAs (including Roth IRAs), qualified retirement plans, and other tax-exempt investors generally are tax-free. The Emerging Markets Fund, the Global Absolute Return Fund and the International Small Cap Fund each anticipates that the majority of its distributions, if any, will be taxable as ordinary income.

Distributions of net investment income, the excess of net short-term capital gain over net long-term capital loss, and net gains (if any) from certain foreign currency transactions ( i.e. , “dividends”) are generally taxed as ordinary income. A Fund’s dividends attributable to “qualified dividend income” (generally, dividends it receives on stock of most U.S. and certain foreign corporations with respect to which it satisfies certain holding period and other restrictions) are subject to federal income tax for individual and certain other non-corporate shareholders (each, an “individual shareholder”) who satisfy those restrictions with respect to their Fund shares at the rates for long-term capital gains — a maximum of 15% or 20%, depending on whether the individual shareholder’s income exceeds certain threshold amounts.

Distributions of net capital gain ( i.e. , the excess of net long-term capital gain over net short-term capital loss) are generally taxed as long-term capital gain and, for

 

 

   Causeway Funds    65


an individual shareholder, are subject to the 15% or 20% maximum federal income tax rates mentioned above. The tax treatment of capital gain distributions from a Fund depends on how long the Fund held the securities it sold that generated the gain, not when you bought your Fund shares or whether you reinvested your distributions.

Fund distributions generally are taxable to you in the year you receive them. In some cases, however, distributions you receive in January are taxable as if they had been paid the previous December 31.

Because the Global Absolute Return Fund currently expects to settle swap agreements at least quarterly, it expects to realize ordinary income and short-term capital gains, if any, that are taxable to its shareholders, when distributed to them, as ordinary income rather than at lower long-term capital gains rates.

When you sell (redeem) Fund shares, including pursuant to an exchange, you generally will realize a taxable gain or loss. An exception, once again, applies to tax-advantaged retirement plans and accounts and other tax-exempt investors. Any capital gain an individual shareholder recognizes on a redemption of his or her Fund shares that have been held for more than one year will qualify for the 15% or 20% maximum federal income tax rates mentioned above.

The federal income tax you actually owe on Fund distributions and share transactions can vary with many factors, such as your marginal tax bracket, how long you held your shares, and whether you owe federal alternative minimum tax. Shortly after the end of each calendar year, we will send you a tax statement that will detail the distributions you received during that year and will show their tax status. This may be separate from the statement that covers your share transactions (see the paragraph below regarding “Covered Shares”). Most importantly, consult your tax advisers. Everyone’s tax

situation is different, and your tax advisers should be able to answer any questions you may have.

A Fund is required to withhold, at the applicable percentage rate, a portion of the money you are otherwise entitled to receive from its distributions and redemption proceeds (regardless of whether you realize a gain or loss) if you are an individual shareholder who fails to provide a correct taxpayer identification number to the Fund (together with the withholding described in the next sentence, “backup withholding”). Withholding at that rate also is required from a Fund’s distributions to which you are otherwise entitled if you are such a shareholder and the Internal Revenue Service (“Service”) tells us that you are subject to backup withholding or you are subject to backup withholding for any other reason. Backup withholding is not an additional tax, and any amounts so withheld may be credited against your federal income tax liability or refunded.

If you buy shares when a Fund has earned or realized undistributed ordinary income or net capital gains and has announced a record date for the distribution thereof, you will be “buying a dividend” by paying the full price of the shares and then receiving a portion of the price back in the form of a taxable distribution. You can avoid this situation by waiting to invest until after the record date for the distribution.

Generally, if you are investing in a Fund through a tax-advantaged retirement plan or account, distributions paid by the Fund are not taxable to you on a current basis (but you may be subject to taxes when making withdrawals from such plan or account).

An individual is required to pay a 3.8% tax on the lesser of (1) the individual’s “net investment income,” which generally includes dividends, interest, and net gains from the disposition of investment property (including distributions a Fund pays and net gains realized on the redemption or exchange of Fund shares), or (2) the excess of the individual’s “modified

 

 

66    Causeway Funds   


adjusted gross income” over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers). This tax is in addition to any other taxes due on that income. A similar tax applies to estates and trusts. Shareholders should consult their own tax advisers regarding the effect, if any, this provision may have on their investment in Fund shares.

A shareholder’s basis in Fund shares he or she acquired or acquires after December 31, 2011 (“Covered Shares”), will be determined in accordance with the Funds’ default method, which is average basis, unless the shareholder affirmatively elects in writing (which may be electronic) to use a different Service-accepted basis determination method ( e.g ., a specific identification method). The method a shareholder elects (or the default method) may not be changed with respect to a redemption of Covered Shares after the settlement date of the redemption.

In addition to the requirement to report the gross proceeds from the redemption of shares, each Fund (or its administrative agent) must report to the Service and furnish to its shareholders the basis information for Covered Shares and indicate whether they had a short-term (one year or less) or long-term (more than one year) holding period. Fund shareholders should consult with their tax advisers to determine the best Service-accepted basis method for their tax situation and to obtain more information about how the basis reporting law applies to them.

If more than 50% of the value of a Fund’s total assets at the close of any taxable year consists of securities of foreign corporations — which is likely for each Fund (other than the Global Absolute Return Fund) — the Fund will be eligible to, and intends to file (as each Fund other than the Global Absolute Return Fund has in recent taxable years filed) an election with the Service that would generally enable its shareholders to benefit from any foreign tax credit or deduction available for any foreign taxes the Fund pays (subject to certain holding period and other requirements).

The consequences of such an election are discussed in more detail in the SAI.

Shareholders other than U.S. persons may be subject to a different U.S. federal income tax treatment, including withholding tax at the rate of 30% on amounts treated as ordinary dividends from a Fund, as discussed in more detail in the SAI.

This section summarizes some of the consequences under current federal income tax law of an investment in a Fund. It is not a substitute for personal tax advice. Consult your tax advisers about the potential tax consequences of an investment in a Fund under all applicable tax laws.

 

 

   Causeway Funds    67


FINANCIAL HIGHLIGHTS — INTERNATIONAL VALUE FUND

 

The financial highlights table is intended to help you understand the International Value Fund’s financial performance for the past five fiscal years. The Fund’s fiscal year-end is September 30. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and other distributions). This information has been derived from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as noted in its report dated November 27, 2018. This report, along with the Fund’s financial statements, is incorporated by reference in the SAI, which is available upon request.

Financial Highlights

For the fiscal years ended September 30,

For a Share Outstanding Throughout the Fiscal Years

 

      Net
Asset
Value,
Beginning
of Year
($)
    Net
Investment
Income
($)
   

Net
Realized
and

Unrealized
Gain

(Loss)
on Invest-

ments
($)

   

Total

from
Opera-

tions
($)

   

Dividends
from
Net
Invest-

ment
Income
($)

   

Total

Dividends

and
Distribu-

tions
($)

   

Redem-

ption
Fees
($)

   

Net

Asset
Value,
End of
Year
($)

    Total
Return
(%)
    Net
Assets,
End of
Year
($000)
    Ratio of
Expenses
to
Average
Net
Assets
(%)
    Ratio  of
Net
Investment
Income
to
Average
Net
Assets
(%)
    Portfolio
Turnover
Rate
(%)
 
Causeway International Value Fund

 

                                               
Institutional

 

           

2018

    16.78       0.37       (0.30     0.07       (0.32     (0.32     (1)        16.53       0.33       7,791,400       0.88       2.19       30  

2017

    14.08       0.32       2.65       2.97       (0.27     (0.27     (1)        16.78       21.51       7,475,373       0.89       2.16       35  

2016

    13.96       0.28       0.12 (2)        0.40       (0.28     (0.28     (1)        14.08       2.80       5,592,874       0.91       2.03       41  

2015

    15.95       0.27       (1.88     (1.61     (0.38     (0.38     (1)        13.96       (10.26     5,793,454       0.90       1.76       28  

2014

    15.35       0.47       0.29       0.76       (0.16     (0.16           15.95       5.00       5,734,313       0.91       2.89       27  
Investor

 

           

2018

    16.64       0.34       (0.29     0.05       (0.30     (0.30     (1)        16.39       0.22       684,037       0.98 (3)        2.03 (3)        30  

2017

    13.96       0.28       2.63       2.91       (0.23     (0.23     (1)        16.64       21.22       790,147       1.14       1.90       35  

2016

    13.84       0.25       0.11 (2)        0.36       (0.24     (0.24     (1)        13.96       2.56       709,861       1.16       1.82       41  

2015

    15.81       0.23       (1.86     (1.63     (0.34     (0.34     (1)        13.84       (10.46     839,582       1.15       1.48       28  

2014

    15.23       0.41       0.30       0.71       (0.13     (0.13           15.81       4.69       950,986       1.16       2.55       27  

 

Per share amounts calculated using average shares method.

(1)

Amount represents less than $0.01 per share.

(2)

The amount shown for the year ended September 30, 2016, for a share outstanding throughout the period does not accord with the aggregate net gains on investments for that period because of the sales and repurchase of Fund shares in relation to the fluctuating market value of the investments of the Fund.

(3)

The expense ratio includes a one-time adjustment as a result of a management change in accrual estimate relating to shareholder service fees. Had this adjustment been excluded, the ratios would have been 1.13% and 1.87%, respectively.

Amounts designated as “—” are $0 or round to $0.

 

68    Causeway Funds   


FINANCIAL HIGHLIGHTS — GLOBAL VALUE FUND

 

The financial highlights table is intended to help you understand the Global Value Fund’s financial performance for the past five fiscal years. The Fund’s fiscal year-end is September 30. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and other distributions). This information has been derived from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as noted in its report dated November 27, 2018. This report, along with the Fund’s financial statements, is incorporated by reference in the SAI, which is available upon request.

Financial Highlights

For the fiscal years ended September 30,

For a Share Outstanding Throughout the Fiscal Years

 

      Net
Asset
Value,
Beginning
of Year
($)
    Net
Invest-
ment
Income
($)
    Net
Realized
and
Unrealized
Gain
(Loss)
on
Invest-
ments
($)
    Total
from
Opera-
tions
($)
    Dividends
from
Net
Invest-
ment
Income
($)
    Distribu-
tions
from
Capital
Gains
($)
    Total
Dividends
and
Distribu-
tions
($)
    Redem-
ption
Fees
($)
    Net
Asset
Value,
End
of
Year
($)
    Total
Return
(%)
    Net
Assets,
End of
Year
($000)
    Ratio of
Expenses
to
Average
Net
Assets
(%)
   

Ratio of
Expenses
to
Average
Net
Assets
(Excluding
Waiver
Reimburse-

ments)
(%)

    Ratio
of  Net
Invest-
ment
Income
to
Average
Net
Assets
(%)
    Portfolio
Turnover
Rate
(%)
 
Causeway Global Value Fund

 

                                                                               
Institutional

 

                       

2018

    12.25       0.18       1.02       1.20       (0.24     (0.55     (0.79     (1)        12.66       10.14       84,941       1.05       1.08       1.47       50  

2017

    10.73       0.19       1.48       1.67       (0.15           (0.15     (1)        12.25       15.73       113,574       1.05       1.05       1.66       55  

2016

    10.26       0.16       0.65       0.81       (0.13     (0.21     (0.34     (1)        10.73       7.94       102,214       1.04       1.05       1.54       64  

2015

    12.49       0.14       (1.17     (1.03     (0.22     (0.98     (1.20     (1)        10.26       (9.15     93,427       1.05       1.10       1.19       54  

2014

    11.57       0.31       1.18       1.49       (0.12     (0.45     (0.57           12.49       13.31       80,190       1.05       1.18       2.52       69  
Investor                              

2018

    12.18       0.17       1.01       1.18       (0.21     (0.55     (0.76     (1)        12.60       10.03       2,480       1.15 (2)        1.18 (2)        1.40 (2)        50  

2017

    10.68       0.16       1.47       1.63       (0.13           (0.13     (1)        12.18       15.42       2,621       1.30       1.30       1.45       55  

2016

    10.21       0.13       0.64       0.77       (0.09     (0.21     (0.30     (1)        10.68       7.64       1,173       1.29       1.30       1.27       64  

2015

    12.44       0.11       (1.16     (1.05     (0.20     (0.98     (1.18     (1)        10.21       (9.39     1,871       1.30       1.35       0.92       54  

2014

    11.53       0.25       1.20       1.45       (0.09     (0.45     (0.54           12.44       13.03       2,159       1.30       1.43       2.09       69  

 

Per share amounts calculated using average shares method.

(1)

Amount represents less than $0.01 per share.

(2)

The expense ratio includes a one-time adjustment as a result of a management change in accrual estimate relating to shareholder service fees. Had this adjustment been excluded, the ratios would have been 1.30%, 1.34% (excluding waiver reimbursements.) and 1.25%, respectively.

Amounts designated as “—” are $0 or round to $0.

 

   Causeway Funds    69


FINANCIAL HIGHLIGHTS — EMERGING MARKETS FUND

 

The financial highlights table is intended to help you understand the Emerging Markets Fund’s financial performance for the past five fiscal years. The Fund’s fiscal year-end is September 30. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and other distributions). This information has been derived from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as noted in its report dated November 27, 2018. This report, along with the Fund’s financial statements, is incorporated by reference in the SAI, which is available upon request.

Financial Highlights

For the fiscal years ended September 30,

For a Share Outstanding Throughout the Fiscal Years

      Net
Asset
Value,
Beginning
of Year
($)
    Net
Investment
Income
($)
   

Net
Realized
and

Unrealized
Gain

(Loss)
on Invest-

ments
($)

   

Total

from
Opera-

tions
($)

   

Dividends
from
Net
Invest-

ment
Income
($)

   

Distribu-

tions
from

Capital
Gains
($)

   

Total

Dividends

and
Distribu-

tions
($)

   

Redem-

ption
Fees
($)

   

Net

Asset
Value,
End of
Year
($)

    Total
Return
(%)
    Net
Assets,
End of
Year
($000)
    Ratio of
Expenses
to
Average
Net
Assets
(%)
    Ratio of
Expenses
to
Average
Net
Assets
(Excluding
Reimburse-
ments) (%)
    Ratio  of
Net
Investment
Income
to
Average
Net
Assets
(%)
    Portfolio
Turnover
Rate
(%)
 
Causeway Emerging Markets Fund

 

                                                       
Institutional

 

             

2018

    13.41       0.26       (0.68     (0.42     (0.22           (0.22     (1)        12.77       (3.25     4,239,060       1.15       1.15       1.89       49  

2017

    10.89       0.22       2.46       2.68       (0.16           (0.16     (1)        13.41       25.08       3,565,886       1.15       1.15       1.82       50  

2016

    10.00       0.19       0.86       1.05       (0.16           (0.16     (1)        10.89       10.70       2,469,222       1.18       1.18       1.89       73  

2015

    12.33       0.24       (2.29     (2.05     (0.28           (0.28     (1)        10.00       (16.94     1,348,773       1.19       1.19       2.06       100  

2014

    11.65       0.28       0.51       0.79       (0.11           (0.11           12.33       6.84       852,202       1.20       1.20       2.31       112  
Investor

 

             

2018

    13.49       0.20       (0.66     (0.46     (0.19           (0.19     (1)        12.84       (3.50     575,260       1.39 (2)        1.39 (2)        1.40 (2)        49  

2017

    10.96       0.19       2.48       2.67       (0.14           (0.14     (1)        13.49       24.71       811,143       1.40       1.40       1.56       50  

2016

    10.06       0.14       0.90       1.04       (0.14           (0.14     (1)        10.96       10.23       583,567       1.43       1.43       1.43       73  

2015

    12.40       0.29       (2.39     (2.10     (0.24           (0.24     (1)        10.06       (17.17     614,307       1.46       1.46       2.55       100  

2014

    11.72       0.23       0.53       0.76       (0.08           (0.08           12.40       6.55       68,113       1.45       1.45       1.89       112  

 

Per share amounts calculated using average shares method.

(1)

Amount represents less than $0.01 per share.

(2)

The expense ratio includes a one-time adjustment as a result of a management change in accrual estimate relating to shareholder service fees. Had this adjustment been excluded, the ratios would have been 1.40%, 1.40% and 1.39%, respectively.

Amounts designated as “—” are $0 or round to $0.

 

70    Causeway Funds   


FINANCIAL HIGHLIGHTS — INTERNATIONAL OPPORTUNITIES FUND

 

The financial highlights table is intended to help you understand the International Opportunities Fund’s financial performance for the past five fiscal years. The Fund’s fiscal year-end is September 30. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and other distributions). This information has been derived from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as noted in its report dated November 27, 2018. This report, along with the Fund’s financial statements, is incorporated by reference in the SAI, which is available upon request.

Financial Highlights

For the fiscal years ended September 30,

For a Share Outstanding Throughout the Fiscal Years

 

      Net
Asset
Value,
Beginning
of Year
($)
    Net
Investment
Income
($)
   

Net
Realized
and

Unrealized
Gain

(Loss)
on Invest-

ments
($)

   

Total

from
Opera-

tions
($)

   

Dividends
from
Net
Invest-

ment
Income
($)

   

Distribu-

tions
from

Capital
Gains
($)

   

Total

Dividends

and
Distribu-

tions
($)

   

Redem-

ption
Fees
($)

   

Net

Asset
Value,
End of
Year
($)

    Total
Return
(%)
    Net
Assets,
End of
Year
($000)
    Ratio of
Expenses
to
Average
Net
Assets
(%)
   

Ratio of
Expenses
to
Average
Net
Assets
(Excluding
Waiver and
Reimburse-

ments) (%)

    Ratio  of
Net
Investment
Income
to
Average
Net
Assets
(%)
    Portfolio
Turnover
Rate
(%)
 
Causeway International Opportunities Fund

 

                                                       
Institutional

 

                     

2018

    14.00       0.31       (0.39     (0.08     (0.21           (0.21     (1)        13.71       (0.61     163,508       1.05       1.05       2.17       35  

2017

    11.85       0.24       2.36       2.60       (0.45           (0.45     (1)        14.00       22.82       130,357       1.05       1.23       1.88       62  

2016

    11.55       0.24       0.25 (2)        0.49       (0.16     (0.03     (0.19     (1)        11.85       4.27       103,665       1.05       1.10       2.10       63  

2015

    13.61       0.21       (1.78     (1.57           (0.49     (0.49     (1)        11.55       (11.83     115,881       1.02 (3)        1.17       1.64       37 (4)   

2014

    13.11       0.12       0.58       0.70       (0.13     (0.07     (0.20           13.61       5.39       76,848       0.11       0.38       0.88       33  
Investor

 

                     

2018

    13.90       0.26       (0.37     (0.11     (0.19           (0.19     (1)        13.60       (0.85     9,329       1.27 (5)        1.27 (5)        1.86 (5)        35  

2017

    11.77       0.24       2.31       2.55       (0.42           (0.42     (1)        13.90       22.54       7,674       1.30       1.44       1.86       62  

2016

    11.47       0.20       0.27 (2)        0.47       (0.14     (0.03     (0.17     (1)        11.77       4.07       2,616       1.30       1.35       1.72       63  

2015

    13.56       0.20       (1.80     (1.60           (0.49     (0.49           11.47       (12.11     2,975       1.28 (3)        1.44       1.56       37 (4)   

2014

    13.07       0.11       0.55       0.66       (0.10     (0.07     (0.17           13.56       5.08       1,338       0.36       0.63       0.80       33  

 

Per share amounts calculated using average shares method.

(1)

Amount represents less than $0.01 per share.

(2)

The amount shown for the year ended September 30, 2016 for a share outstanding throughout the year does not accord with the aggregate net gains on investments for that year because of the timing of the sales and repurchase of Fund shares in relation to fluctuating market value of the investments of the Fund.

(3)

In October 2014, the Fund converted from a fund of funds to direct investing in securities and, since that time, no longer invests in and is no longer subject to the fees and expenses of other Funds. At the same time, and following shareholder approval of a new investment advisory agreement, the Fund became subject to an investment advisory fee and entered into a new expense limit agreement with the Investment Adviser that limits expenses at a higher level than previously applicable to the Fund.

(4)

Portfolio turnover rate includes transactions related to the Fund’s conversion from a fund of funds investing in other Funds to direct investing in securities in October 2014.

(5)

The expense ratio includes a one-time adjustment as a result of a management change in accrual estimate relating to shareholder service fees. Had this adjustment been excluded, the ratios would have been 1.30%, 1.30% and 1.82%, respectively.

Amounts designated as “—” are $0 or round to $0.

 

   Causeway Funds    71


FINANCIAL HIGHLIGHTS — GLOBAL ABSOLUTE RETURN FUND

 

The financial highlights table is intended to help you understand the Global Absolute Return Fund’s financial performance for the past five fiscal years. The Fund’s fiscal year-end is September 30. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and other distributions). This information has been derived from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as noted in its report dated November 27, 2018. This report, along with the Fund’s financial statements, is incorporated by reference in the SAI, which is available upon request.

Financial Highlights

For the Fiscal Years ended September 30,

For a Share Outstanding Throughout the Fiscal Years

 

      Net
Asset
Value,
Beginning
of Year
($)
    Net
Invest-
ment
Income
(Loss)
($)
   

Net
Realized
and
Unrealized
Gain
(Loss)
on
Invest-
ments
($)

    Total
from
Opera-
tions
($)
    Dividends
from
Net
Invest-
ment
Income
($)
    Distribu-
tions
from
Return
of
Capital
($)
    Distribu-
tions
from
Capital
Gains
($)
    Total
Dividends
and
Distribu-
tions
($)
    Redem-
ption
Fees
($)
    Net
Asset
Value,
End of
Year
($)
    Total
Return
(%)
    Net
Assets,
End of
Year
($000)
    Ratio of
Expenses
to
Average
Net
Assets
(%)
   

Ratio of
Expenses

to
Average

Net
Assets

(Excluding
Waivers
and
Reimburse-
ments)
(%)

    Ratio
of
Net
Invest-
ment
Income
(Loss)
to
Average
Net
Assets
(%)
    Portfolio
Turnover
Rate
(%)
 
Causeway Global Absolute Return Fund

 

                                                               
Institutional

 

               

2018

    9.03       0.01       0.73       0.74                                     9.77       8.19       37,939       1.35       1.64       0.09        

2017

    10.41       (0.10     (0.19     (0.29     (1.08     (0.01           (1.09           9.03       (3.70     32,497       1.59 (2)        1.73       (1.08      

2016

    10.39       (0.16     0.57       0.41       (0.39                 (0.39     (1)        10.41       4.09       58,622       1.77       1.80       (1.54      

2015

    10.90       (0.18     (0.33     (0.51                             (1)        10.39       (4.68     71,205       1.66       1.66       (1.65      

2014

    11.15       (0.18     0.36       0.18       (0.43                 (0.43           10.90       1.64       120,731       1.71       1.71       (1.68      
Investor

 

               

2018

    8.95       0.02       0.71       0.73                                     9.68       8.16       3,178       0.95 (3)        1.19 (3)        0.23 (3)         

2017

    10.32       (0.13     (0.18     (0.31     (1.05     (0.01           (1.06           8.95       (3.91     14,744       1.84 (2)        1.98       (1.32      

2016

    10.30       (0.18     0.56       0.38       (0.36                 (0.36     (1)        10.32       3.80       20,590       2.02       2.05       (1.79      

2015

    10.84       (0.20     (0.34     (0.54                             (1)        10.30       (4.98     26,833       1.91       1.91       (1.90      

2014

    11.09       (0.21     0.37       0.16       (0.41                 (0.41           10.84       1.46       45,177       1.96       1.96       (1.93      

 

Per share amounts calculated using average shares method.

(1)

Amount represents less than $0.01 per share.

(2)

Effective as of May 9, 2017, the Investment Adviser agreed to revise its expense limit agreement with the Fund to reduce the ratio of expenses to average net assets by 0.40 percentage points from the prior expense limit level applicable to each class of shares.

(3)

The expense ratio includes a one-time adjustment as a result of a management change in accrual estimate relating to shareholder service fees. Had this adjustment been excluded, the ratios would have been 1.59%, 1.83% and (0.41)%, respectively.

Amounts designated as “—” are $0 or round to $0.

 

72    Causeway Funds   


FINANCIAL HIGHLIGHTS — INTERNATIONAL SMALL CAP FUND

 

The financial highlights table is intended to help you understand the International Small Cap Fund’s financial performance since the Fund’s inception on October 20, 2014. The Fund’s fiscal year-end is September 30. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and other distributions). This information has been derived from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as noted in its report dated November 27, 2018. This report, along with the Fund’s financial statements, is incorporated by reference in the SAI, which is available upon request.

Financial Highlights

For the year or period ended September 30,

For a Share Outstanding Throughout the Fiscal Year or Period

 

      Net
Asset
Value,
Beginning
of Year
($)
    Net
Invest-
ment
Income
($)
    Net
Realized
and
Unrealized
Gain
(Loss)
on Invest-
ments
($)
    Total
from
Opera-
tions
($)
    Dividends
from
Net
Invest-
ment
Income
($)
    Distribu-
tions
from
Capital
Gains
($)
    Total
Dividends
and
Distribu-
tions
($)
    Redem-
ption
Fees
($)
    Net
Asset
Value,
End
of
Year
($)
    Total
Return
(%)
    Net
Assets,
End of
Year
($000)
    Ratio of
Expenses
to
Average
Net
Assets
(%)
    Ratio  of
Expenses
to
Average
Net
Assets
(Excluding
Waiver
and
Reimburse-
ments)
(%)
    Ratio
of
Net
Invest-
ment
Income
to
Average
Net
Assets
(%)
    Portfolio
Turnover
Rate
(%)
 
Causeway International Small Cap Fund

 

                                                       
Institutional

 

             

2018

    13.56       0.41       (0.48     (0.07     (0.38     (0.72     (1.10     (3)        12.39       (0.84     35,447       1.24       1.97       3.17       86  

2017

    10.91       0.26       2.68       2.94       (0.29           (0.29           13.56       27.77       11,218       1.30       3.08       2.27       91  

2016

    10.12       0.21       0.82       1.03       (0.24           (0.24           10.91       10.29       8,795       1.30       3.42       2.05       108  

2015 (1)(2)

    10.00       0.23       (0.11     0.12                               10.12       1.20       8,663       1.30       3.40       2.30       76  
Investor

 

             

2018

    13.55       0.37       (0.50     (0.13     (0.36     (0.72     (1.08     0.04       12.38       (1.00     2,434       1.49       2.24       2.83       86  

2017

    10.90       0.26       2.65       2.91       (0.26           (0.26           13.55       27.45       905       1.55       3.31       2.23       91  

2016

    10.10       0.16       0.82       0.98       (0.21           (0.21     0.03       10.90       10.08       386       1.55       3.68       1.51       108  

2015 (1)(2)

    10.00       0.23       (0.13     0.10                               10.10       1.00       654       1.55       3.64       2.30       76  

 

Per share amounts calculated using average shares method.

(1)

Commenced operations on October 20, 2014.

(2)

All ratios for periods less than one year are annualized. Total returns and portfolio turnover rate are for the period indicated and have not been annualized.

(3)

Amount represents less than $0.01 per share.

Amounts designated as “—” are $0 or round to $0.

 

   Causeway Funds    73


The Funds

Causeway International Value Fund

Causeway Global Value Fund

Causeway Emerging Markets Fund

Causeway International Opportunities Fund

Causeway Global Absolute Return Fund

Causeway International Small Cap Fund

c/o SEI Investments Global Funds Services

One Freedom Valley Drive

Oaks, PA 19456

Investment Adviser

Causeway Capital Management LLC

11111 Santa Monica Boulevard

15th Floor

Los Angeles, CA 90025

Transfer Agent

DST Systems, Inc.

333 West 11 th Street, 5 th Floor

Kansas City, MO 64105

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

601 South Figueroa Street

Los Angeles, CA 90017

Distributor

SEI Investments Distribution Co.

One Freedom Valley Drive

Oaks, PA 19456

Administrator

SEI Investments Global Funds Services

One Freedom Valley Drive

Oaks, PA 19456

Custodian

The Bank of New York Mellon

2 Hanson Place

Brooklyn, NY 11217

Counsel

Dechert LLP

One Bush Street, Suite 1600

San Francisco, CA 94104

 

 


Additional information about the Funds’ investments will be available in the Funds’ annual and semi-annual reports to shareholders. In the Funds’ annual reports you will find discussions of the relevant market conditions and investment strategies that significantly affected the Funds’ performance during their last fiscal years. The Funds’ SAI contains further information about each Fund and is incorporated by reference (legally considered to be part of this Prospectus).

You may download these and other documents from www.causewayfunds.com. You may also request a free copy of any of these documents, request other information, or ask questions about a Fund by calling 1-866-947-7000, e-mailing causewayfunds@seic.com, or writing your Fund at c/o SEI Investments Distribution Co., One Freedom Valley Drive, Oaks, PA 19456. Other information may also be obtained from your financial consultant or from financial intermediaries that sell shares of a Fund.

Information about the Funds (including the SAI) can be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. Call 1-202-551-8090 for information on the operation of the Public Reference Room. This information is also available on the Commission’s internet site at http://www.sec.gov and copies may be obtained upon payment of a duplicating fee by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Section of the Commission, Washington, DC 20549-1520.

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, we will no longer mail paper copies of the shareholder reports of each Fund (defined below), unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Trust’s website (www.causewayfunds.com/fund-documents), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If you prefer to receive shareholder reports and other communications electronically, you may update your mailing preferences with your financial intermediary, or call 1-866-947-7000 (for accounts held directly with the Fund).

You may elect to continue to receive paper copies of all future reports free of charge. If you invest through a financial intermediary, you may contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you may inform the Fund that you wish to continue receiving paper copies of your shareholder reports by contacting us at 1-866-947-7000. Your election to receive reports in paper will apply to all funds held with the Trust or through your financial intermediary.

Investment Company Act File #811-10467.

CCM-PS-005-1200


Causeway International Value Fund

Institutional Class (CIVIX)

Investor Class (CIVVX)

Causeway Global Value Fund

Institutional Class (CGVIX)

Investor Class (CGVVX)

Causeway Emerging Markets Fund

Institutional Class (CEMIX)

Investor Class (CEMVX)

Causeway International Opportunities Fund

Institutional Class (CIOIX)

Investor Class (CIOVX)

Causeway Global Absolute Return Fund

Institutional Class (CGAIX)

Investor Class (CGAVX)

Causeway International Small Cap Fund

Institutional Class (CIISX)

Investor Class (CVISX)

 

 

>    PROSPECTUS

       J ANUARY  25, 2019

 


STATEMENT OF ADDITIONAL INFORMATION

Causeway International Value Fund

Institutional Class (CIVIX)

Investor Class (CIVVX)

Causeway Global Value Fund

Institutional Class (CGVIX)

Investor Class (CGVVX)

Causeway Emerging Markets Fund

Institutional Class (CEMIX)

Investor Class (CEMVX)

Causeway International Opportunities Fund

Institutional Class (CIOIX)

Investor Class (CIOVX)

Causeway Global Absolute Return Fund

Institutional Class (CGAIX)

Investor Class (CGAVX)

Causeway International Small Cap Fund

Institutional Class (CIISX)

Investor Class (CVISX)

c/o SEI Investments Global Funds Services, One Freedom Valley Drive, Oaks, PA 19456

Phone No. 1-866-947-7000

January 25, 2019

Causeway International Value Fund (the “International Value Fund”), Causeway Global Value Fund (the “Global Value Fund”), Causeway Emerging Markets Fund (the “Emerging Markets Fund”), Causeway International Opportunities Fund (the “International Opportunities Fund”), Causeway Global Absolute Return Fund (the “Global Absolute Return Fund”) and Causeway International Small Cap Fund (the “International Small Cap Fund”) (each, a “Fund” and collectively referred to as the “Funds”) are series of Causeway Capital Management Trust (the “Trust”). The Trust is a diversified, open-end, management investment company that is organized as a Delaware statutory trust.

The investment objectives of the Funds are included in the prospectus of the Funds, dated January 25, 2019 (the “Prospectus”). No assurance can be given that the investment objective of any of the Funds will be realized. For more information on the Funds’ investment objectives and policies, see “Investment Objective and Policies.”

 

 

This Statement of Additional Information is not a prospectus and should be read in conjunction with the Prospectus. The Prospectus has been filed with the Securities and Exchange Commission (the “Commission”) and can be obtained, without charge, by calling the Funds at 1-866-947-7000 or your financial consultant or other financial intermediary, or by writing to the Funds at c/o SEI Investments Global Funds Services, One Freedom Valley Drive, Oaks, PA 19456. The Prospectus is incorporated by reference into this Statement of Additional Information, and this Statement of Additional Information is incorporated by reference into the Prospectus.

CCM-SX-003-1400


TABLE OF CONTENTS

 

     Page  

TRUST HISTORY

     1  

INVESTMENT OBJECTIVE AND POLICIES

     1  

Investment Restrictions

     1  

General Market Risk and Small Capitalization Issuer Risk

     4  

Repurchase Agreements

     4  

Debt Securities

     5  

U.S. Government Securities

     5  

Preferred Stocks; Preference Stocks

     6  

Convertible Securities

     6  

Derivative Instruments

     7  

Futures and Options

     8  

Depositary Receipts

     11  

Exchange-Traded Funds

     11  

Forward Foreign Currency Exchange Contracts and Currency Swaps

     12  

Structured Instruments

     15  

Foreign Investment Risks

     16  

Emerging Markets

     18  

Swap Agreements

     24  

Short Positions

     28  

Illiquid Securities

     28  

Borrowing

     29  

When-Issued and Delayed-Delivery Securities

     29  

Securities Lending

     30  

Real Estate Investment Trusts

     30  

Income Trusts, Royalty Trusts and Similar Trusts

     30  

Shares of Other Investment Companies

     31  

Limited Partnerships

     31  

Corporate Loans

     31  

Portfolio Turnover

     31  

Government Intervention in Financial Markets

     32  

Regulatory Risk

     32  

Fund Operational Risk

     32  

Cyber Security Risk

     33  

Initial Public Offerings

     33  

Temporary Defensive Position

     34  

Disclosure of Portfolio Holdings

     34  

MANAGEMENT OF THE FUND

     36  

Board Structure

     39  

Advisory Arrangements

     42  

Portfolio Managers

     45  

Administration Arrangements

     48  

Distribution Arrangements

     49  

Shareholder Service Arrangements

     49  

Code of Ethics

     51  

Proxy Voting Policies and Procedures

     52  

PURCHASE, EXCHANGE AND REDEMPTION OF SHARES

     53  

Issuance of Fund Shares for Securities

     54  

Exchanges

     54  

Redemption

     54  

 

i


Redemption in Kind

     55  

Redemption Fee

     56  

PRICING OF SHARES

     56  

Determination of Net Asset Value

     56  

PORTFOLIO TRANSACTIONS AND BROKERAGE

     57  

Transactions in Portfolio Securities

     57  

SHAREHOLDER SERVICES

     60  

Investment Account

     60  

Retirement and Education Savings Plans

     61  

Automatic Dividend Reinvestment Plan

     61  

FEDERAL TAX ASPECTS

     61  

General

     61  

Special Tax Treatment

     62  

Foreign Investments

     62  

Derivatives and Foreign Currencies

     64  

Taxation of the Funds’ Shareholders

     67  

GENERAL INFORMATION

     68  

Description of Shares

     68  

Trustee and Shareholder Liability

     69  

Other Information

     69  

Independent Registered Public Accounting Firm

     69  

Custodian

     70  

Transfer Agent

     70  

Legal Counsel

     70  

Reports to Shareholders

     70  

Shareholder Inquiries

     70  

Additional Information

     70  

Financial Statements

     70  

Control Persons and Principal Holders of Securities

     71  

 

ii


TRUST HISTORY

The Trust was organized on August 10, 2001 and is a Delaware statutory trust. The Trust is a diversified, open-end, management investment company currently consisting of six series – the International Value Fund, the Global Value Fund, the Emerging Markets Fund, the International Opportunities Fund, the Global Absolute Return Fund, and the International Small Cap Fund. The investment adviser of the Trust is Causeway Capital Management LLC (the “Investment Adviser”). The administrator of the Trust is SEI Investments Global Fund Services (the “Administrator”). The custodian of the Trust is the Bank of New York Mellon (the “Custodian”). The distributor of the Trust is SEI Investments Distribution Co. (the “Distributor”). The transfer agent of the Trust is DST Systems, Inc. (the “Transfer Agent”).

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the International Value Fund is to seek long-term growth of capital and income. The investment objective of the Global Value Fund is to seek long-term growth of capital and income. The investment objective of the Emerging Markets Fund is to seek long-term growth of capital. The investment objective of the International Opportunities Fund is to seek long-term growth of capital. The investment objective of the Global Absolute Return Fund is to seek long-term growth of capital with low or no correlation to the MSCI World Index (“World Index”). The investment objective of the International Small Cap Fund is to seek long-term growth of capital. Reference is made to the discussions under “Fund Summary” and “Fund Details” in the Prospectus for information with respect to each Fund’s investment objective and policies. The Global Absolute Return Fund implements its investment program primarily by entering into total return equity swap agreements (“swap agreements” or “swaps”) through which it obtains long and short exposures to common and preferred stocks of companies. While the Global Absolute Return Fund currently intends to use only swap agreements, it is also permitted directly to purchase and sell securities. Through swap agreements and/or direct investments, the Global Absolute Return Fund may obtain exposures to the instruments described below.

In general, the investment strategies and risks described in this Statement of Additional Information directly apply to each Fund, including the Global Absolute Return Fund (to the extent it makes direct investments). They also indirectly apply to the Global Absolute Return Fund through exposures it obtains using swap agreements.

The Investment Adviser is responsible for the management of each Fund’s portfolio.

Investment Restrictions

Each Fund has adopted the following restrictions (in addition to its investment objective) as fundamental policies, which may not be changed for a Fund without the favorable vote of the holders of a “majority” of the Fund’s outstanding voting securities, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the vote of the holders of a “majority” of a Fund’s outstanding voting securities means the vote of the holders of the lesser of (1) 67% of the shares of the Fund represented at a meeting at which the holders of more than 50% of its outstanding shares are represented or (2) more than 50% of the outstanding shares. Any restriction on a Fund’s investments is determined when the investment is made, unless otherwise noted.

None of the Funds may:

(1) With respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities or securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer.

 

1


(2) Issue senior securities, except as permitted under the 1940 Act.

(3) Borrow money, except that the Fund may borrow money for temporary or emergency purposes (not for leveraging or investment) in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that come to exceed this amount will be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.

(4) Underwrite securities issued by others except to the extent that the Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), in the disposition of the Fund’s portfolio securities.

(5) Purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry.

(6) Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business).

(7) Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities).

(8) Lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements.

For purposes of these fundamental investment policies, values based on the Global Absolute Return Fund’s “total assets” refer to its gross assets, including net unrealized gains or net unrealized losses, before liabilities, if any, under swap agreements. For purposes of applying the Global Absolute Return Fund’s investment policies and restrictions (as stated in the Prospectus and this Statement of Additional Information), swap agreements will generally be valued based on prices supplied by the swap counterparty, which in turn are based on the market prices or fair values of the notional securities underlying the swap.

To the extent the Global Absolute Return Fund covers its obligations under swap agreements by segregating or “earmarking” assets determined to be liquid in accordance with procedures adopted by the Board of Trustees (the “Board”) equal in value to the amount of the Global Absolute Return Fund’s net obligations under swap agreements owed to a swap counterparty, such obligations will not be considered “senior securities” by that Fund for purposes of fundamental investment restriction 2 and also will not be considered borrowing for purposes of fundamental investment restriction 3.

For purposes of calculating the industry concentration limit under fundamental investment restriction 5, the Global Absolute Return Fund will divide the absolute value of the market value of swap agreements, whether positive (“in the money”) or negative (“out of the money”), by that Fund’s total assets. For example, if the Global Absolute Return Fund has total assets of $10 million, enters into a swap agreement, and the value of the swap agreement appreciates so that it is “in the money” in an amount of $400,000, or depreciates so that it is “out of the money” in an amount of $400,000, the Global Absolute Return Fund will calculate its concentration limit under fundamental investment restriction 5 by dividing the absolute value of the swap agreement ($400,000 in this example) by its total assets (in this example, $10 million plus $400,000 if the swap agreement is “in the money” or $10 million minus $400,000 if the swap agreement is “out of the money”). However, because swap agreements are expected to be settled so that the amount due the Global Absolute Return Fund or to be paid by that Fund under a swap agreement with a counterparty will not exceed 5% of the value of that Fund’s total assets, the 25% industry concentration limit is not expected to be reached.

 

 

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In addition, each Fund has the following non-fundamental policies, which may be changed without shareholder approval.

(i) The Fund may borrow money only (a) from a bank or (b) by engaging in reverse repurchase agreements with any party (reverse repurchase agreements are treated as borrowings for purposes of fundamental investment limitation (3)).

(ii) The Fund may not purchase any security if, as a result, more than 15% of its net assets would be invested in securities that are deemed to be illiquid.

(iii) The Fund may not invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objective, policies, and limitations as the Fund.

With respect to limit (ii), securities will generally be deemed illiquid by a Fund when they are subject to legal or contractual restrictions on resale (unless deemed liquid pursuant to the Funds’ procedures regarding Rule 144A securities and commercial paper or otherwise deemed liquid pursuant to the Trust’s Liquidity Risk Management Program) or because they cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment, in conformance with relevant Commission rules and guidance. If through a change in values, net assets, market conditions, or other circumstances, more than 15% of a Fund’s net assets are invested in illiquid securities, the Investment Adviser will take steps to reduce the Fund’s illiquid investments to or below 15% of the Fund’s net assets, in conformance with relevant Commission rules and guidance.

In addition, each Fund (other than the Global Absolute Return Fund) has the following non-fundamental policies, which may be changed without shareholder approval.

(i) The Fund may not sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts and options, forward contracts and swap agreements are not deemed to constitute selling securities short.

(ii) The Fund may not purchase securities on margin, except that the Fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments in connection with futures contracts, options on futures contracts, forward contracts and swap agreements are not deemed to constitute purchasing securities on margin.

In addition, the Global Absolute Return Fund has the following non-fundamental policy, which may be changed without shareholder approval.

(i) The Global Absolute Return Fund will not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities) if, as a result, more than 25% of that Fund’s total exposures would be to securities of companies whose principal business activities are in the same industry.

For purposes of this limitation, the Global Absolute Return Fund will treat exposures obtained through swap agreements and/or through direct investments in securities as subject to the policy. Thus, references to the Global Absolute Return Fund’s “total exposures” are based on the total direct investment in securities, if any, and the absolute values of the total exposures obtained using the “notional” amounts under the swap agreements. For example, if the Global Absolute Return Fund has net assets of $10 million, consisting of cash, and obtains, through the swap agreement, total notional long exposures of $20 million and total notional short exposures of $20 million, the Global Absolute Return Fund will (1) determine the industry classifications of the companies to which it has exposures, (2) add the absolute values of the long and short exposures of those companies in the same industry, and (3) divide that sum by the total of the absolute values of the long and short exposures of that Fund (in this example $40 million). In this way, the Global Absolute Return Fund will determine that it does not have total long and short notional exposure to a particular industry of more than 25% (or $10 million in this

 

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particular example). Cash and cash equivalents will generally not be considered exposure to any industry. Note also that the Global Absolute Return Fund’s industry exposure, relative to net assets, will be much higher than relative to exposures (100% in this example), and could therefore make the Global Absolute Return Fund’s net asset value per share (“NAV”) more at risk from industry-specific market or economic developments than would otherwise be the case. The Global Absolute Return Fund will not treat unrealized gain due to it from a swap counterparty as itself an exposure to the industry in which the swap counterparty is classified for purposes of this limitation.

General Market Risk and Small Capitalization Issuer Risk

Reduced liquidity in credit and fixed-income markets may adversely affect many issuers worldwide, resulting in less money being available to purchase raw materials, goods and services in certain markets, which may, in turn, lower the prices of these economic staples. It may also cause U.S. and foreign issuers to have more difficulty obtaining financing, which may, in turn, result in a decline in their stock prices. These events and possible market turbulence may have an adverse effect on the Funds.

The International Small Cap Fund will invest a significant portion of its assets in the securities of smaller capitalization companies, and other Funds may also invest in, or have exposure to, smaller capitalization companies. The values of securities of smaller, less well-known companies can be more sensitive to, and react differently to, company, political, market, and economic developments than the market as a whole and other types of securities. Smaller companies can have more limited product lines, markets, growth prospects, depth of management, and financial resources, and these companies may have shorter operating histories and less access to financing, creating additional risk. Smaller companies in countries with less-liquid currencies may have additional difficulties in financing and conducting their businesses. Further, smaller companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans that have floating rates. Because of these and other risks, securities of smaller capitalization companies tend to be more volatile and less liquid than securities of medium and larger capitalization companies. During some periods, securities of smaller capitalization companies, as an asset class, have underperformed the securities of larger capitalization companies.

Repurchase Agreements

The Funds may enter into, or obtain exposure to, repurchase agreements. A repurchase agreement is an agreement where a Fund purchases a security and the seller agrees to repurchase the security from the Fund at a mutually agreed-upon time and price. Through swap agreements, the Global Absolute Return Fund may also obtain exposure to repurchase agreements, in which case the swap counterparty will be the party to the repurchase agreement and the Global Absolute Return Fund’s exposure will be subject to the risks described below. The period of maturity is usually quite short, possibly overnight or a few days, although it may extend over a number of months. The resale price is more than the purchase price, reflecting an agreed-upon rate of return effective for the period of time money is invested in, or exposed to, the repurchase agreement. Repurchase agreements will at all times be fully collateralized in an amount at least equal to the resale price. The instruments held as collateral are valued daily, and if the value of those instruments declines, additional collateral will be required. In the event of a default, insolvency or bankruptcy by a seller, a Fund, or the swap counterparty in the case of the Global Absolute Return Fund, will promptly seek to liquidate the collateral. In such circumstances, a Fund or swap counterparty could experience a delay or be prevented from disposing of the collateral. To the extent that the proceeds from any sale of such collateral upon a default of the obligation to repurchase are less than the repurchase price, a Fund will suffer a loss. In addition, changes in regulatory requirements concerning margin for certain types of financing transactions, including repurchase agreements, could impact a Fund’s ability to use these investment strategies and techniques.

 

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Debt Securities

The Funds may invest in, or obtain exposure to, debt securities, including U.S. dollar or foreign currency-denominated corporate debt securities (corporate bonds, debentures, notes and other similar corporate debt instruments) of domestic or foreign issuers. Debt securities, such as bonds, involve credit risk, which is the risk that the borrower will not make timely payments of principal and interest. The degree of credit risk depends on the issuer’s financial condition and on the terms of the debt securities. These securities are also subject to interest rate risk, which is the risk that the value of a security may fall when interest rates rise. In general, the market prices of debt securities with longer maturities will go up or down more in response to changes in interest rates than shorter-term securities. The rate of return or return of principal on some debt obligations may be linked or indexed to the level of exchange rates between the U.S. dollar and a foreign currency or currencies.

U.S. Government Securities

U.S. government agencies or instrumentalities which issue or guarantee securities include the Federal National Mortgage Association (“FNMA”), Government National Mortgage Association, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation (“FHLMC”), Federal Intermediate Credit Banks, Federal Land Banks, Tennessee Valley Authority, Inter-American Development Bank, Asian Development Bank, Student Loan Marketing Association and the International Bank for Reconstruction and Development.

Except for U.S. Treasury securities, obligations of U.S. government agencies and instrumentalities may or may not be supported by the full faith and credit of the U.S. Some are backed by the right of the issuer to borrow from the Treasury; others by discretionary authority of the U.S. government to purchase the agencies’ obligations; while still others, such as the Student Loan Marketing Association, are supported only by the credit of the instrumentality. In the case of securities not backed by the full faith and credit of the U.S., the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, and may not be able to assert a claim against the U.S. itself in the event the agency or instrumentality does not meet its commitment.

It is possible that the availability and the marketability (that is, liquidity) of the securities discussed in this section could be adversely affected by actions of the U.S. government to tighten the availability of its credit.

Historically, FNMA and FHLMC were agencies sponsored by the U.S. government that were supported only by the credit of the issuing agencies and not backed by the full faith and credit of the United States. In 2008, however, due to the declining value of FNMA and FHLMC securities and concerns that the firms did not have sufficient capital to offset losses resulting from the mortgage crisis, the Federal Housing Finance Agency (“FHFA”) placed FNMA and FHLMC into conservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC and of any stockholder, officer or director of FNMA and FHLMC with respect to FNMA and FHLMC and the assets of FNMA and FHLMC.

FNMA and FHLMC are continuing to operate as going concerns while in conservatorship, and each remains liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities. The FHFA has indicated that the conservatorship of each enterprise will end when the director of FHFA determines that FHFA’s plan to restore the enterprise to a safe and solvent condition has been completed. If FHFA, as conservator or receiver, were to transfer any such guaranty obligation to another party, holders of FNMA or FHLMC mortgage-backed securities would have to rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party. No assurance can be given that the U.S. government will continue to support FNMA and FHLMC. In addition, the future for FNMA and FHLMC remains uncertain. Congress has recently considered proposals to reduce the U.S. government’s role in the mortgage market of both FNMA and FHLMC, including proposals as to whether FNMA and FHLMC should be nationalized, privatized, restructured or eliminated altogether. Should the federal government adopt any such proposal, the value of a Fund’s investments in securities issued by FNMA and FHLMC would be impacted.

 

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FNMA and FHLMC are also the subject of continuing legal actions and investigations, which may have an adverse effect on these entities. FHFA, in its capacity as conservator, has indicated that it has no intention to repudiate the guaranty obligations of FNMA or FHLMC because FHFA views repudiation as incompatible with the goals of the conservatorship. However, in the event that FHFA, as conservator or if it is later appointed as receiver for FNMA or FHLMC, were to repudiate any such guaranty obligation, the conservatorship or receivership estate, as applicable, would be liable for actual direct compensatory damages in accordance with the provisions of the Reform Act. Any such liability could be satisfied only to the extent of FNMA’s or FHLMC’s assets available therefor.

In the event of repudiation, the payments of interest to holders of FNMA or FHLMC mortgage-backed securities would be reduced if payments on the mortgage loans represented in the mortgage loan groups related to such mortgage-backed securities are not made by the borrowers or advanced by the servicer. Any actual direct compensatory damages for repudiating these guaranty obligations may not be sufficient to offset any shortfalls experienced by such mortgage-backed security holders.

Further, in its capacity as conservator or receiver, FHFA has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent. Although FHFA has previously stated that it has no intention to do so, if FHFA, as conservator or receiver, were to transfer any such guaranty obligation to another party, holders of FNMA or FHLMC mortgage-backed securities would have to rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party.

The Funds may invest in, or obtain exposure to, component parts of U.S. Treasury notes or bonds, namely either the corpus (principal) of such Treasury obligations or one of the interest payments scheduled to be paid on such obligations. These obligations may take the form of (1) Treasury obligations from which the interest coupons have been stripped; (2) the interest coupons that are stripped; (3) book-entries at a Federal Reserve member bank representing ownership of Treasury obligation components; or (4) receipts evidencing the component parts (corpus or coupons) of Treasury obligations that have not actually been stripped. Such receipts evidence ownership of component parts of Treasury obligations (corpus or coupons) purchased by a third party (typically an investment banking firm) and held on behalf of the third party in physical or book-entry form by a major commercial bank or trust company pursuant to a custody agreement with the third party. These custodial receipts are known by various names, including “Treasury Receipts,” “Treasury Investment Growth Receipts” (“TIGRs”) and “Certificates of Accrual on Treasury Securities” (“CATS”), and are not issued by the U.S. Treasury; therefore they are not U.S. government securities, although the underlying bonds represented by these receipts are debt obligations of the U.S. Treasury.

Preferred Stocks; Preference Stocks

The Funds may invest in, or obtain exposure to, preferred stocks and preference stocks. Preferred stocks include convertible and non-convertible preferred stocks that are senior to common stock. Preferred stocks are equity securities that are senior to common stock with respect to the right to receive dividends and a fixed share of the proceeds resulting from the issuer’s liquidation. Some preferred stocks also entitle their holders to receive additional liquidation proceeds on the same basis as holders of the issuer’s common stock. Preference stock is a special type of common stock that shares in the earnings of a company, has limited voting rights, may have a dividend preference, and may also have liquidation preference. Preference stocks are more common in emerging markets than in developed markets. Depending on the features of the particular security, holders of preferred and preference stock may bear the risks disclosed in the Prospectus or this Statement of Additional Information regarding common equity or fixed income securities.

Convertible Securities

The Funds may invest in, or obtain exposure to, convertible securities of domestic or foreign issuers rated investment grade (any of the four highest grades) by a major rating agency or, if unrated, of comparable quality

 

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in the Investment Adviser’s sole discretion. A convertible security is a fixed-income security (a bond or preferred stock) which may be converted at a stated price within a specified period of time into a certain quantity of common stock or other equity securities of the same or different issuer. Convertible securities rank senior to common stock in a corporation’s capital structure but are usually subordinated to similar non-convertible securities. Convertible securities typically pay current income, as either interest (bond convertibles) or dividends (preferred stock). While providing a fixed-income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar non-convertible security), a convertible security also affords an investor the opportunity, through its conversion feature, to participate in the capital appreciation attendant upon a market price advance in the convertible security’s underlying common stock.

A convertible security’s value usually reflects both the stream of current income payments and the value of the underlying common stock. In general, the market value of a convertible security is at least the higher of its “investment value” (that is, its value as a fixed-income security) or its “conversion value” (that is, its value upon conversion into its underlying stock). As a fixed-income security, a convertible security tends to increase in market value when interest rates decline and tends to decrease in value when interest rates rise. However, since it is convertible into common stock, the price of a convertible security is also influenced by the market value of the security’s underlying common stock. The price of a convertible security tends to increase as the market value of the underlying stock rises, whereas it tends to decrease as the market value of the underlying stock declines. While no securities investment is without some risk, investments in convertible securities generally entail less risk than investments in the common stock of the same issuer.

Derivative Instruments

To the extent consistent with its investment objective and policies and the investment restrictions listed in this Statement of Additional Information, each Fund may invest in, or obtain exposure to, futures contracts, purchase and write call and put options on securities, securities indices and foreign currencies, and enter into forward contracts, swaps, and structured instruments, including, without limitation, participation notes, certificates, share purchase rights, and warrants. The Funds also may enter into swap agreements with respect to foreign currencies, interest rates, securities and securities indices. As described in this Statement of Additional Information, the Global Absolute Return Fund implements its investment program, primarily, by entering into swap agreements. See “Swap Agreements” below. The Emerging Markets Fund may use futures contracts, including futures contracts based on emerging markets indices, to obtain exposures to the emerging markets asset class. The Emerging Markets Fund may also use participation notes or warrants to obtain exposure to the China A-Share market. The Funds may (but are not obligated to) use derivatives to hedge against changes in interest rates, foreign currency exchange rates, or securities prices or as part of their overall investment strategies. The Funds may (but are not obligated to) also purchase and sell options relating to foreign currencies for the purpose of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. To the extent required, a Fund will mark as segregated cash, U.S. government securities, equity securities or other liquid, unencumbered assets, marked-to-market daily (or, as permitted by applicable regulation, enter into certain offsetting positions), in an amount sufficient to cover its obligations under forward contracts, swap agreements, structured instruments, futures and options which are not fully hedged or otherwise covered. For each Fund (other than the Global Absolute Return Fund), the purpose of such “covering,” or segregation, is to limit leverage risk.

Changes in regulation relating to a mutual fund’s use of derivatives and related instruments could potentially limit or impact a Fund’s ability to invest in derivatives, limit a Fund’s ability to employ certain strategies that use derivatives and adversely affect the value or performance of derivatives and the Fund. For instance, in December 2015, the Commission proposed new regulations applicable to a mutual fund’s use of derivatives and related instruments. If adopted as proposed, these regulations could significantly limit or impact a Fund’s ability to invest in derivatives and other instruments, limit a Fund’s ability to employ certain strategies that use derivatives and adversely affect a Fund’s performance, efficiency in implementing its strategy, liquidity and ability to pursue its investment objectives.

 

 

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If a Fund invests in derivatives for hedging, the investments may not be effective as a hedge against price movements and can limit potential for growth in the value of an interest in the Fund.

Derivatives are volatile and involve significant risks, including, but not limited to:

 

   

Counterparty Risk – Counterparty risk is the risk that the counterparty on a derivative transaction will be unable or unwilling to honor its financial obligation to the Fund.

 

   

Currency Risk – Currency risk is the risk that changes in the exchange rate between two currencies will adversely affect the value (in U.S. dollar terms) of an investment.

 

   

Leverage Risk – Leverage risk is the risk that relatively small market movements may result in large changes in the value of an investment. Investments that involve leverage can result in losses that greatly exceed the amount originally invested.

 

   

Liquidity Risk – Liquidity risk is the risk that certain securities may be difficult or impossible to sell at the time that the seller would like or at the price that the seller believes the security is currently worth.

 

   

Basis Risk – Basis risk is the risk that the value of a derivative instrument does not react in parallel with the value of the underlying security.

Futures and Options

Futures. In purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified future date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified future date. The price at which the purchase and sale will take place is fixed when the buyer and seller enter into the contract. Futures can be held until their delivery dates, or can be closed out before then if a liquid secondary market is available. Futures may be based on foreign securities or indices.

The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing, or obtaining exposure to, futures contracts will tend to increase a Fund’s exposure to positive and negative price fluctuations in the underlying instrument, much as if it had purchased the underlying instrument directly. When a Fund sells a futures contract, directly or through its swap exposures, by contrast, the value of its futures position will tend to move in a direction contrary to the market. Selling futures contracts, therefore, will tend to offset both positive and negative market price changes, much as if the underlying instrument had been sold.

The purchaser or seller of a futures contract is not required to deliver or pay for the underlying instrument unless the contract is held until the delivery date. However, both the purchaser and seller are required to deposit (or pledge) “initial margin” with a futures broker, known in the U.S. as a futures commission merchant (“FCM”), when the contract is entered into. Initial margin deposits are typically equal to a percentage of the contract’s notional value. If the value of either party’s position declines, that party will be required to make additional “variation margin” payments to settle the change in value on a daily basis. The party that has a gain may be entitled to receive all or a portion of this amount. Initial and variation margin payments do not constitute purchasing securities on margin for purposes of a Fund’s investment limitations. In the event of the bankruptcy of an FCM that holds margin on behalf of a Fund, through direct investment or through swap agreement exposures, the Fund may be entitled to return of margin only in proportion to the amount received by the FCM’s other customers, potentially resulting in losses to that Fund.

Although futures exchanges generally operate similarly in the U.S. and abroad, foreign futures exchanges may follow trading, settlement and margin procedures that are different from those for U.S. exchanges. Futures contracts traded outside the U.S. may involve greater risk of loss than U.S.-traded contracts, including potentially greater risk of losses due to insolvency of a futures broker, exchange member or other party that may owe initial or variation margin. Because initial and variation margin payments may be measured in foreign currency, a futures contract traded outside the U.S. may also involve the risk of foreign currency fluctuation.

 

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Put and Call Options. By purchasing a put option, the purchaser obtains the right (but not the obligation) to sell the option’s underlying instrument at a fixed strike price. In return for this right, the purchaser pays the current market price for the option (known as the option premium). Options have various types of underlying instruments, including specific securities, indices of securities prices, and futures contracts. The purchaser may terminate its position in a put option by allowing it to expire or by exercising the option. If the option is allowed to expire, the purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of the underlying instrument at the strike price. A purchaser may also terminate a put option position by closing it out in the secondary market at its current price, if a liquid secondary market exists.

The buyer of a typical put option can expect to realize a gain if security prices fall substantially. However, if the underlying instrument’s price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss (limited to the amount of the premium, plus related transaction costs).

The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right to purchase, rather than sell, the underlying instrument at the option’s strike price. A call buyer typically attempts to participate in potential price increases of the underlying instrument with risk limited to the cost of the option if security prices fall. At the same time, the buyer can expect to suffer a loss if security prices do not rise sufficiently to offset the cost of the option.

The writer of a put or call option takes the opposite side of the transaction from the option’s purchaser. In return for receipt of the premium, the writer assumes the obligation to pay the strike price for the option’s underlying instrument if the other party to the option chooses to exercise it. The writer may seek to terminate a position in a put option before exercise by closing out the option in the secondary market at its current price. If the secondary market is not liquid for a put option, however, the writer must continue to be prepared to pay the strike price while the option is outstanding, regardless of price changes. A Fund may write a put or call option only if the option is “covered” by the Fund holding a position in the underlying securities or by other means which would permit immediate satisfaction of the Fund’s obligation as writer of the option. When writing an option on a futures contract, margin payments will be required to be made to an FCM as described above for futures contracts.

If security prices rise, a put writer would generally expect to profit, although its gain would be limited to the amount of the premium it received. If security prices remain the same over time, it is likely that the writer will also profit, because it should be able to close out the option at a lower price. If security prices fall, the put writer would expect to suffer a loss. This loss should be less than the loss from purchasing the underlying instrument directly, however, because the premium received for writing the option should mitigate the effects of the decline.

Writing a call option obligates the writer to sell or deliver the option’s underlying instrument, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of writing put options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium, a call writer mitigates the effects of a price decline. At the same time, because a call writer must be prepared to deliver the underlying instrument in return for the strike price, even if its current value is greater, a call writer gives up some ability to participate in security price increases.

Options and Futures Relating to Foreign Currencies. Currency futures contracts are similar to forward foreign currency exchange contracts and currency swaps, as discussed below, except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date. Most currency futures contracts call for payment or delivery in U.S. dollars. The underlying instrument of a currency option may be a foreign currency, which generally is purchased or delivered in exchange for U.S. dollars, or may be a futures contract. The purchaser of a currency call obtains the right to purchase the underlying currency, and the purchaser of a currency put obtains the right to sell the underlying currency.

 

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The uses and risks of currency options and futures are similar to those of options and futures relating to securities or indices, as discussed below. A Fund may purchase and sell currency futures and may purchase and write currency options to increase or decrease its exposure to different foreign currencies. Currency options may also be purchased or written in conjunction with each other or with currency futures, forward, or swap contracts. Currency futures and options values can be expected to correlate with exchange rates, but may not reflect other factors that affect the value of a Fund’s investments or exposures. Because the value of a Fund’s foreign-denominated investments changes in response to many factors other than exchange rates, it may not be possible to match the amount of currency options and futures to the value of a Fund’s investments or exposures exactly over time.

Over-the-counter-options. Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of over-the-counter (“OTC”) options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. While this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options generally involve greater credit risk than exchange-traded options, which are guaranteed by the clearing organization of the exchanges where they are traded.

Risks of Futures and Options . There are several risks associated with transactions in futures and options. Because there are a limited number of types of exchange-traded options and futures contracts, it is likely that the standardized contracts available will not match a Fund’s current or anticipated investments or exposures exactly. Each Fund may invest in, or obtain exposure to, options and futures contracts based on securities with different issuers, maturities, or other characteristics from the securities in which the Fund typically invests or has exposures, which involves a risk that the options or futures position will not track the performance of the Fund’s other investments or exposures.

Options and futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match the Fund’s investments or exposures well. Options and futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A Fund may purchase or sell options and futures contracts, or obtain exposure to such instruments, with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for differences in volatility between the contract and the securities or exposures, although this may not be successful in all cases. If price changes in a Fund’s options or futures positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are not offset by gains in other investments.

There is no assurance a liquid secondary market will exist for any particular options or futures contract at any particular time. Options may have relatively low trading volume and liquidity if their strike prices are not close to the underlying instrument’s current price. In addition, exchanges may establish daily price fluctuation limits for options and futures contracts, and may halt trading if a contract’s price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible to enter into new positions or close out existing positions. If the secondary market for a contract is not liquid because of price fluctuation limits or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require a Fund to continue to hold a position or exposure until delivery or expiration regardless of changes in its value. As a result, a Fund’s access to other assets held to cover its options or futures positions could also be impaired.

 

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Depositary Receipts

The Funds may invest in, or obtain exposure to, American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”), Swedish Depositary Receipts (“SDRs”) or other securities, including other types of depositary receipts, representing securities of issuers in foreign countries. These securities may not necessarily be denominated in the same currency as the securities into which they may be converted. ADRs are receipts, usually issued by a U.S. bank or trust company, evidencing ownership of the underlying securities. EDRs, GDRs and SDRs are European, global or Swedish receipts evidencing similar arrangements. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and are designed for use in the U.S. securities markets; EDRs are issued in bearer form, denominated in other currencies, and are designed for use in European securities markets; GDRs are designed for use in multiple global markets; and SDRs are designed for investments in Swedish companies.

Exchange-Traded Funds

The Funds may invest in, or obtain exposure to, exchange-traded funds (“ETFs”). ETFs are traded like individual stocks on an exchange, but they represent baskets of securities that seek to track the performance of certain indices. In addition to market-driven changes in value, investments in ETFs involve the additional risk, among others, that an ETF may not track the performance of the index it is designed to track, and market prices of shares of an ETF may fluctuate rapidly and materially, or shares of an ETF may trade significantly above or below net asset value, any of which may cause losses to a Fund invested in such ETF. The indices include not only broad-market indices but more specific indices as well, including those relating to particular sectors, countries and regions. A Fund may invest in, or obtain exposure to, ETFs for short-term cash management or as part of its overall investment strategy. If a Fund invests in, or obtains exposure to, ETFs, shareholders will bear their proportionate share of the Fund’s expenses (including operating expenses and advisory fees), and also similar expenses of the ETFs, and the Fund’s returns could therefore be lower than if it had invested directly in the underlying securities.

For purposes of evaluating whether at least 80% of the International Value Fund’s investments are in companies in foreign markets, investments in ETFs based on the MSCI EAFE Index (Gross) (the “EAFE Index”) or other foreign markets indices are considered foreign markets investments. For purposes of determining whether more than 15% of total International Value Fund assets are invested in companies in emerging markets, investments in ETFs based on the MSCI Emerging Markets Index (Gross) (the “EM Index”) or other emerging markets indices are considered emerging markets investments.

Global Value Fund investments in ETFs based on the EAFE Index or other foreign markets indices are considered foreign markets investments. For purposes of determining whether more than 25% of total Global Value Fund assets are invested in companies in emerging markets, investments in ETFs based on the EM Index or other emerging markets indices are considered emerging markets investments.

For purposes of evaluating whether at least 80% of the Emerging Markets Fund’s investments are in companies in emerging markets, investments in ETFs based on the EM Index or other emerging markets indices are considered emerging markets investments. For purposes of evaluating whether the Emerging Markets Fund’s investments are in at least 10 emerging markets or plus or minus 5 percentage points of the weight of a country in the EM Index, investments in ETFs based on a single country index are considered investments in the underlying country, and investments in ETFs based on more than one underlying country index are not considered investments in the specific underlying countries. For purposes of determining whether more than 10% of total Emerging Markets Fund assets are invested in less developed emerging markets not included in the EM Index, investments in ETFs will be counted towards this 10% limit only if all the underlying countries comprising the ETF are not included in the EM Index. Investments in futures contracts are not considered to be investments in countries or emerging markets for purposes of the Emerging Markets Fund’s country and emerging markets limits. Investments in participation notes or warrants to obtain exposure to the China A-Share market are considered investments in China for purposes of the Emerging Markets Fund’s country and emerging markets limits.

 

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For purposes of evaluating whether the International Opportunities Fund is invested in companies in at least ten foreign countries, investments in ETFs based on a single country index are considered investments in the underlying country, and investments in ETFs based on more than one underlying country index are not considered investments in the specific underlying countries. For purposes of evaluating whether the International Opportunities Fund’s emerging markets portfolio’s investments are plus or minus 5 percentage points of the weight of a country in the EM Index, investments in ETFs based on a single country index are considered investments in the underlying country, and investments in ETFs based on more than one underlying country index are not considered investments in the specific underlying countries. For purposes of determining whether more than 10% of the International Opportunities Fund’s emerging markets portfolio is invested in less developed emerging markets not included in the EM Index, investments in ETFs will be counted towards this 10% limit only if all the underlying countries comprising the ETF are not included in the EM Index.

Global Absolute Return Fund investments in ETFs based on the EAFE Index or other foreign markets indices are considered foreign markets investments. For purposes of determining whether at least 40% of total Global Absolute Return Fund assets are exposed to foreign companies, investments in or exposures to ETFs based on the World Index or other world indices are allocated to the Global Absolute Return Fund’s U.S. and foreign exposures in proportion to the index’s U.S. and foreign exposures. For purposes of determining whether more than 20% of total Global Absolute Return Fund assets are invested in or exposed to emerging markets, investments in ETFs based on the EM Index or other emerging markets indices are considered emerging markets investments.

For purposes of evaluating whether at least 80% of the International Small Cap Fund’s investments are in equity securities of companies with small market capitalizations, investments in ETFs based on the MSCI ACWI ex USA Small Cap Index (Gross) (“ACWI ex-US Small Cap Index”) or other small cap indices are considered small capitalization investments. For purposes of evaluating whether the percentage of the International Small Cap Fund’s total assets invested in a country is within plus or minus 5 percentage points of the weight of the country in the ACWI ex-US Small Cap Index, investments in ETFs based on a single country index are considered investments in the underlying country, and investments in ETFs based on more than one underlying country index are not considered investments in the specific underlying countries. For purposes of determining whether more than 10% of total International Small Cap Fund assets are invested in companies in foreign and emerging markets not included in the ACWI ex-US Small Cap Index, investments in ETFs will be counted towards this 10% limit only if all the underlying countries comprising the ETF are not included in the ACWI ex-US Small Cap Index.

Investments in ETFs involve the risk that the market prices of ETF shares will fluctuate, sometimes rapidly and materially, in response to changes in the ETF’s NAV, the value of ETF holdings and supply and demand for ETF shares. Although the creation/redemption feature of ETFs generally makes it more likely that ETF shares will trade close to NAV, market volatility, lack of an active trading market for ETF shares, disruptions at market participants and any disruptions in the ordinary functioning of the creation/redemption process may result in ETF shares trading significantly above (at a “premium” to) or below (at a “discount” to) NAV. Significant losses may result when transacting in ETF shares in these and other circumstances. Neither the Investment Adviser nor a Fund can predict whether ETF shares will trade above, below or at NAV. While an ETF’s investment results are based on the ETF’s daily NAV, investors transacting in ETF shares in the secondary market, where market prices may differ from NAV, may experience investment results that differ from results based on the ETF’s daily NAV.

Forward Foreign Currency Exchange Contracts and Currency Swaps

The Funds may (but are not obligated to) use, or obtain exposure to, forward contracts and swaps to protect against uncertainty in the level of future exchange rates. The Funds will not speculate with forward contracts or swaps on foreign currency exchange rates.

 

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The Funds may enter into, or obtain exposure to, foreign currency exchange (“FX”) contracts or swaps with respect to specific transactions. For example, when a Fund purchases or sells a security, or obtains exposure to a security, denominated in a foreign currency, or when a Fund anticipates the receipt in a foreign currency of dividend or interest payments on a security that it holds, or has exposure to, the Fund may desire to “lock in” the U.S. dollar price of the security or the U.S. dollar equivalent of the payment by entering into, or obtaining exposure to, an FX contract or swap for the purchase or sale, for a fixed amount of U.S. dollars or foreign currency, of the amount of foreign currency involved in the underlying transaction. A Fund will thereby be able to protect itself against a possible loss resulting from an adverse change in the relationship between the currency exchange rates during the period between the date on which the security is purchased or sold, or on which the payment is declared, and the date on which such payments are made or received.

A Fund also may use, or obtain exposure to, forward contracts or swaps in connection with portfolio positions to lock in the U.S. dollar value of those positions, to increase the Fund’s exposure to foreign currencies that the Investment Adviser believes may rise in value relative to the U.S. dollar, or to shift the Fund’s exposure to foreign currency fluctuations from one country to another or from or to the Eurozone region, in the case of the Euro. For example, when the Investment Adviser believes that the currency of a particular foreign country or the Eurozone region may suffer a substantial decline relative to the U.S. dollar or another currency, it may enter into, or obtain exposure to, a forward contract or swap to sell an amount of such foreign currency approximating the value of some or all of a Fund’s portfolio securities or exposures denominated in such foreign currency. This investment practice generally is referred to as “cross-hedging” when another foreign currency is used.

The precise matching of the forward contract or swap amounts and the value of the securities or exposures involved will not generally be possible because the future value of such securities or exposures in foreign currencies will change as a consequence of market movements in the value of those securities or exposures between the date the forward contract or swap, or exposure, is entered into and the date it matures. Accordingly, it may be necessary for a Fund to purchase, or obtain exposure to, additional foreign currency on the spot (that is, cash) market (and bear the expense of such transaction) if the market value of the security or exposure is less than the amount of foreign currency the Fund is obligated to deliver and if a decision is made to sell the security, or reduce the exposure, and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security or exposure if its market value exceeds the amount of foreign currency the Fund is obligated to deliver. The projection of currency market movements is extremely difficult, and the successful execution of a hedging strategy is highly uncertain. Forward contracts and swaps involve the risk that anticipated currency movements will not be accurately predicted, causing a Fund to sustain losses and transaction costs. Forward contracts and swaps also involve the risk that a currency may be discontinued and/or replaced by other currencies, which may make it difficult or impossible to settle forward contracts or swaps or otherwise adversely affect the market value of forward contracts or swaps.

Pursuant to Section 18 of the 1940 Act and Commission interpretations thereunder, for forwards, swaps, and futures that are not contractually required to “cash-settle,” a Fund must “cover” its open positions by segregating liquid assets equal to the contracts’ full notional value. For forwards, swaps, and futures that are contractually required to cash-settle, however, a Fund is permitted to set aside liquid assets in an amount equal to the Fund’s daily marked-to-market (net) obligation (i.e., the Fund’s daily net liability, if any) rather than the notional value. In the case of the Global Absolute Return Fund, exposures obtained through swap agreements are “covered” as described under “Swap Agreements” below. By setting aside assets only equal to its net obligation under cash-settled forwards, swaps, or futures, a Fund will have the ability to employ leverage to a greater extent.

At or before the maturity date of a forward contract or swap that requires a Fund to sell a currency, the Fund may either sell a portfolio security and use the sale proceeds to make delivery of the currency or retain the security and offset its contractual obligation to deliver the currency by purchasing a second contract pursuant to which the Fund will obtain, on the same maturity date, the same amount of the currency that it is obligated to deliver. Similarly, a Fund may close out a forward contract or swap requiring it to purchase a specified currency by entering into a second contract entitling it to sell the same amount of the same currency on the maturity date

 

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of the first contract. A Fund would realize a gain or loss as a result of entering into such an offsetting forward contract or swap under either circumstance to the extent the exchange rate between the currencies involved moved between the execution dates of the first and second contracts.

The cost to a Fund of engaging in, or obtaining exposure to, forward contracts and swaps varies with factors such as the currencies involved, the length of the contract period and the market conditions then prevailing. Because forward contracts and swaps are usually entered into on a principal basis, no fees or commissions are involved. The use of forward contracts and swaps does not eliminate fluctuations in the price of the underlying securities or exposures held by a Fund or that it intends to acquire, but it does fix a rate of exchange in advance. In addition, although forward contracts and swaps limit the risk of loss due to a decline in the value of the hedged currencies, at the same time they limit any potential gain that might result should the value of the currencies increase.

Although the Funds value their assets daily in terms of U.S. dollars, they do not intend to convert holdings of foreign currencies into U.S. dollars on a daily basis. A Fund may convert foreign currency from time to time, and investors should be aware of the costs of currency conversion. Foreign exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one rate, while offering a lesser rate of exchange should the Fund desire to resell that currency to the dealer.

Pursuant to final interpretations issued by the Commodity Futures Trading Commission (“CFTC”) and the Commission, certain forward FX contracts that may be used by the Funds are considered to be swaps and are subject to CFTC regulation. The long-term impact of these requirements on a Fund and its counterparties is uncertain. However, they may cause counterparties to increase fees charged to a Fund, require the Fund to post initial margin and variation margin, or make them less willing to enter into these contracts with a Fund in the future. Further, these contracts may need to be centrally-cleared. Forward FX contracts or currency swaps that are centrally-cleared are subject to the creditworthiness of the clearing organizations involved in the transaction. If the forward FX contract or swap is not required to be centrally cleared, the contract exposes a Fund to the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the agreement. If a default occurs by the clearing organization, where such contracts are centrally cleared, or a counterparty, where such contracts are not centrally cleared, a Fund may have contractual remedies pursuant to the agreements related to the transaction, but exercising these remedies could involve significant time and expense.

The Dodd-Frank Act Wall Street Reform and Consumer Protections Act (“Dodd-Frank”) and related regulatory developments require the clearing and exchange-trading of certain standardized OTC derivative instruments that the CFTC and the Commission recently defined as “swaps.” The CFTC has implemented mandatory exchange-trading and clearing requirements under Dodd-Frank and the CFTC continues to approve contracts for central clearing. Uncleared swaps are subject to margin requirements that are being implemented on a phased-in basis, which may result in the Fund and its counterparties posting higher margin amounts for uncleared swaps than would otherwise be the case. During the term of the swap agreement, a “variation margin” amount may also be required to be paid by the Fund or may be received by the Fund in accordance with margin controls set for such accounts, depending upon changes in the price of the underlying reference asset subject to the swap agreement. At the conclusion of the term of the swap agreement, if the Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the swap counterparty along with any loss that is greater than such margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned to the Fund. If the Fund has a gain, the full margin amount and the amount of the gain is paid to the Fund. The Investment Adviser will continue to monitor these developments, particularly to the extent regulatory changes affect a Fund’s ability to enter into swap agreements.

The International Value Fund, Global Value Fund, Emerging Markets Fund, International Opportunities Fund and International Small Cap Fund may, from time to time, enter into forward FX contracts or currency

 

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swaps. Because these contracts are subject to CFTC regulation, the Investment Adviser with respect to each of these Funds has claimed an exclusion available to advisers of registered investment companies from registration as a “commodity pool operator” under the Commodities Exchange Act (“CEA”) and the regulations thereunder. To maintain the exclusion, the International Value Fund, Global Value Fund, Emerging Markets Fund, International Opportunities Fund and International Small Cap Fund must limit the use of forward FX contracts, currency swaps, and certain other commodity interests, so that (i) the aggregate initial margin and premiums required to establish non- bona fide hedging positions with respect to such contracts do not exceed 5% of the liquidation value of the Fund’s portfolio, or (ii) the aggregate “notional value” of the non- bona fide hedging commodity interests does not exceed 100% of the liquidation value of the Fund’s portfolio (taking into account unrealized profits and unrealized losses on any such positions). The Investment Adviser, in managing these Funds, intends to comply with one of the two alternative limits described above to claim the exclusion. If these limits are approached for a Fund, the Fund may not be able to take advantage of investment opportunities due to compliance with the exclusion.

Whether a Fund’s use of swap agreements will be successful in furthering its investment objective will depend on the Investment Adviser’s ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap counterparty. Certain restrictions imposed on the Funds by the Internal Revenue Code of 1986, as amended (the “Code”) may limit the Funds’ ability to use swap agreements. The swaps market is subject to increasing regulations, in both U.S. and foreign markets. It is possible that developments in the swaps market, including additional government regulation, could adversely affect a Fund’s ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

Swaps are highly specialized instruments that require investment techniques, risk analysis, and tax planning different from those associated with traditional investments. The use of a swap requires an understanding not only of the reference asset, reference rate, or index, but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions. Because OTC swap agreements are bilateral contracts that may be subject to contractual restrictions on transferability and termination and because they may have terms of greater than seven days, swap agreements may be considered illiquid and subject to a Fund’s limit on investments in illiquid securities. To the extent that a swap is illiquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in losses.

Structured Instruments

The Funds may invest in structured instruments, including, without limitation, participation notes, certificates, share purchase rights, and warrants. Structured instruments may be derived from or based on a single security or securities, an index, a commodity, debt issuance or a foreign currency (a “reference”), and their interest rate or principal may be determined by an unrelated indicator. Structured securities may be positively or negatively indexed, so that appreciation of the reference may produce an increase or a decrease in the value of the structured security at maturity, or in the interest rate of the structured security, and structured instruments may be subject to ongoing fees as well as fees at termination of the instrument. Structured securities may entail a greater degree of risk than other types of securities because a Fund bears the risk of the reference in addition to the risk that the counterparty to the structured security will be unable or unwilling to fulfill its obligations under the structured security to the Fund when due. A Fund bears the risk of loss of the amount expected to be received in connection with a structured security in the event of the default or bankruptcy of the counterparty to the structured security. Structured securities may also be more volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional debt securities.

 

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Foreign Investment Risks

Foreign Market Risk. Foreign security investment involves special risks not present in U.S. investments that can increase the chances that a Fund will lose money. These risks are higher for emerging markets and frontier markets investments, which can be subject to greater social, economic, regulatory and political uncertainties, and may have significantly less liquidity, than developed markets. These risks are also higher for investments in smaller capitalization companies. In particular, the Funds are subject to the risk that because there are generally fewer investors on foreign exchanges and a smaller number of shares traded each day, it may be difficult for a Fund to buy and sell securities, or increase or decrease exposures to securities, on those exchanges. In addition, prices of foreign securities may fluctuate more than prices of securities traded in the U.S.

Foreign Economy Risk . The economies of certain foreign markets often do not compare favorably with that of the U.S. with respect to such issues as growth of gross domestic product, reinvestment of capital, resources, and balance of payments positions. Certain foreign economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers, and other protectionist or retaliatory measures. Investments in companies in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets, or the imposition of punitive taxes. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain industries. Any of these actions could severely affect security prices, impair a Fund’s ability to purchase or sell foreign securities, or obtain exposure to them, or transfer the Fund’s assets back into the U.S., or otherwise adversely affect the Fund’s operations. For the Global Absolute Return Fund, such actions may impair the Fund’s ability to receive payments under swap agreements. Other foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign courts, and political and social instability. Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in the U.S. or other foreign countries. Foreign corporate governance may not be as robust as in the U.S. As a result, protections for minority investors may not be strong, which could affect security prices.

Currency Risk and Exchange Risk. Securities in which the Funds invest, or to which they obtain exposure, may be denominated or quoted in currencies other than the U.S. dollar. Changes in foreign currency exchange rates will affect the value of these securities. Generally, when the U.S. dollar rises in value against a foreign currency, an investment in a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Similarly when the U.S. dollar decreases in value against a foreign currency, an investment in, or exposure to, a security denominated in that currency gains value because the currency is worth more U.S. dollars. This risk is generally known as “currency risk” which is the possibility that a stronger U.S. dollar will reduce returns for U.S. investors investing overseas. Foreign currencies also involve the risk that they will be devalued or replaced, adversely affecting the Funds’ investments. Further, companies in foreign countries may conduct business or issue debt denominated in currencies other than their domestic currencies, creating additional risk if there is any disruption, abrupt change in the currency markets, or illiquidity in the trading of such currencies.

Changes in the United Kingdom Political Environment . Following the results of the June 2016 United Kingdom Referendum to exit the European Union (“EU”), sometimes referred to as “Brexit,” the financial markets, including currency exchange rates, experienced increased volatility. In addition, the United Kingdom subsequently invoked Article 50 of the Lisbon Treaty, which triggered a two-year period of negotiations on the terms of Brexit. The United Kingdom is scheduled to exit the European Union in March 2019, however the full details and consequences of Brexit remain unclear, particularly with respect to the future relationship between the United Kingdom and the EU. Brexit may have a significant impact on the economies of the United Kingdom and Europe as well as the broader global economy, which may cause increased volatility and illiquidity, and potentially lower economic growth in these markets. Investors should be aware that the result of Brexit and any

 

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subsequent negotiations, notifications, withdrawal and changes to legislation may introduce potentially significant new uncertainties and instabilities in the financial markets, as well as potentially lower economic growth, in the United Kingdom, Europe and globally. In addition, other member states may contemplate departing the EU, which may cause political and economic instability in the region and cause additional market disruption in global financial markets. These uncertainties and instabilities could have an adverse impact on the business, financial condition, results of operations and prospects of the Funds’ investments, and certain of the Funds’ service providers and counterparties, and could therefore cause the value of your investment in a Fund to decrease.

EMU . The European Economic and Monetary Union (“EMU”) among the countries that comprise the EU established a single common European currency (the “euro”) that was introduced on January 1, 1999 and replaced the existing national currencies of all EMU participants. Since that time, securities issued in participating EU countries have been listed, traded, declared dividends and made other payments only in euros. In recent years, many of the EU economies have suffered through a prolonged recession, raising questions about the continued viability of the euro. There is a possibility that the EMU may be unwound. It is also possible that a significant participant could choose to abandon the EMU, which could diminish its credibility and influence. Any of these occurrences could have adverse effects on the markets of both participating and non-participating countries, including sharp appreciation or depreciation of participants’ national currencies, a significant increase in exchange rate volatility, a resurgence in economic protectionism, an undermining of confidence in the European markets, an undermining of European economic stability, the slowdown or collapse of European economic unity, and/or reversion of the attempts to lower government debt and inflation rates in the EMU. Also, withdrawal from the EMU at any time by a participant could cause disruption of the financial markets as securities redenominated in euros are transferred back into that country’s national currency, particularly if the withdrawing country is a major economic power. Such developments could have adverse impacts on the Funds’ investments in Europe generally or in specific countries participating in the EMU.

Governmental Supervision and R egulation/Accounting Standards. Many foreign governments supervise and regulate stock exchanges, brokers and the sale of securities to a lesser extent than the U.S. government. Some countries may not have laws to protect investors the way that the U.S. securities laws do. Accounting standards in other countries are not necessarily the same as in the U.S. If the accounting standards in another country do not require as much disclosure or detail as U.S. accounting standards, it may be harder for a Fund’s portfolio managers to completely and accurately determine a company’s financial condition or find reliable and current data to process using the Investment Adviser’s quantitative techniques.

Certain Risks of Holding Fund Assets Outside the U. S. Foreign securities in which the Funds invest, or to which they obtain exposure, are generally held outside the U.S. in foreign banks and securities depositories. The Funds’ custodian is the Funds’ “foreign custody manager” as provided in Rule 17f-5 under the 1940 Act. The “foreign custody manager” is responsible for determining that each Fund’s directly-held foreign assets will be subject to reasonable care, based on standards applicable to custodians in relevant foreign markets, but will not have jurisdiction over banks and depositories holding foreign assets to which a Fund has indirect exposure through swap agreements. However, certain foreign banks and securities depositories may be recently organized or new to the foreign custody business. They may also have operations subject to limited or no regulatory oversight. Also, the laws of certain countries may put limits on a Fund’s ability to recover its assets if a foreign bank or depository or issuer of a security or an agent of any of the foregoing goes bankrupt. In addition, it likely will be more expensive for a Fund to buy, sell and hold securities, or increase or decrease exposures thereto, in certain foreign markets than it is in the U.S. market due to higher brokerage, transaction, custody and/or other costs. The increased expense of investing in foreign markets reduces the amount a Fund can earn on its investments.

Settlement and clearance procedures in certain foreign markets differ significantly from those in the U.S. Foreign settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically involved with the settlement of U.S. investments.

 

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Communications between the U.S. and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates. Settlements in certain foreign countries at times have not kept pace with the number of securities transactions. The problems may make it difficult for the Funds to carry out transactions. If a Fund (or, for the Global Absolute Return Fund, its swap counterparty) cannot settle or is delayed in settling a purchase of securities, the Fund may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If a Fund cannot settle or is delayed in settling a sale of securities, directly or indirectly, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Fund could be liable to that party for any losses incurred.

Dividends and interest on, and proceeds from the disposition of, foreign securities a Fund holds, or has exposure to, may be subject to foreign withholding or other taxes, and special federal tax considerations may apply. See “Federal Tax Aspects.”

Emerging Markets

The International Value Fund may invest up to 15% of its total assets in companies in emerging (less developed) markets. The Global Value Fund may invest up to 25% of its total assets in companies in emerging (less developed) markets. The Emerging Markets Fund has no such limit. The Investment Adviser does not expect the percentage of the International Opportunities Fund’s total investments in companies in emerging (less developed) markets securities to be greater than the weight of the emerging markets portion of the MSCI ACWI Index ex U.S. multiplied by two, and can be as low as zero. The Global Absolute Return Fund may have exposures of up to 20% of its total exposures in companies in emerging (less developed) markets. The International Small Cap Fund also invests in companies in emerging (less developed) markets.

The Investment Adviser determines a company’s country by referring to: the stock exchange where its securities are principally traded; where it is registered, organized or incorporated; where its headquarters are located; its MSCI country classification; where it derives at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed; or where at least 50% of its assets are located. See “Exchange-Traded Funds” above for a discussion of how a Fund determines where ETFs are located.

A Fund’s investments in, and exposures to, emerging markets involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. For example, the value of the Fund’s emerging markets securities or exposures may be affected by social, political and economic developments and U.S. and foreign laws relating to foreign investment, and may have significantly less liquidity than developed markets. The extent of economic development, political stability, market depth, infrastructure, capitalization and regulatory oversight in emerging markets can be less than in more developed foreign markets. Further, because a Fund will invest in, or obtain exposure to, securities denominated in foreign currencies, those securities may go down in value, or its exposures may decrease, depending on foreign exchange rates. Other risks include trading, settlement, custodial, and other operational risks; withholding or other taxes; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make emerging markets securities less liquid, more volatile and harder to value than U.S. securities. These risks are also higher for investments in smaller capitalization companies.

The growth of many emerging markets’ economies is to a significant degree export driven. Accordingly, emerging countries are often affected by changes in the economies of the U.S. and other main trading partners, by protectionist impulses in those countries and by the development of export sectors in lower-wage economies. In the event that growth in the export sector declines, the burden of future growth will increasingly be placed on domestic demand.

 

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In addition to the risks discussed above, there are special risks associated with a Fund’s investments (in particular, the Emerging Markets Fund) in, or exposures to, certain countries and regions, including, but not limited to, the following:

China . Beginning in 1978, the Chinese government initiated a program of economic and market reforms. The Chinese government exercises significant control over China’s economy through allocating resources by controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Government policies have recently contributed to economic growth and prosperity in China, but such policies could be altered or discontinued at any time. Moreover, the Chinese government sometimes takes actions intended to increase or decrease the values of Chinese stocks. China’s securities markets have less regulation and are substantially smaller, less liquid and more volatile than the securities markets of more developed countries, and hence are more susceptible to manipulation, insider trading, and other market abuses. Financial information on companies listed on these markets is limited and may be inaccurate. Companies listed on these markets may trade at prices not consistent with traditional valuation measures. Management of these companies could have conflicting financial interests or little experience managing a business. China’s ability to develop and sustain a credible legal, regulatory, monetary and socioeconomic system could influence the course of outside investment. Many laws and regulations in China are relatively new and published court decisions based on these laws are limited and non-binding. Thus, the rights of minority shareholders in Chinese issuers are not as well protected as they are in developed markets. There is also risk involved in currency fluctuations, currency convertibility, interest rate fluctuations and high inflation rates.

The emergence of a domestic consumer class is still developing, and China’s economic health is still dependent on exports. China’s growing trade surplus with the U.S. has increased the risk of currency revaluation and has caused trade disputes, including tariffs imposed by the U.S. in 2018, which could potentially have adverse effects on some export-dependent sectors. In addition, export growth continues to be a major driver of China’s rapid economic growth. Reductions in spending on Chinese products and services, tariffs or other trade barriers or a downturn in any of the economies of China’s key trading partners may have an adverse impact on the companies in which a Fund invests. Growing income inequality and larger scale environmental degradation is testing social cohesion in China. Social instability could threaten China’s political system and economic growth, which could decrease the value of a Fund’s investments.

Military conflicts, in response to internal social unrest or conflicts with other countries, could disrupt economic development. China has strained relations with Japan, Taiwan, India, Russia and other neighbors due to territorial disputes, historical animosities and other defense concerns. Development of the Chinese economy is also vulnerable to developments on the Korean peninsula; should political tension increase or military actions be precipitated, it could adversely affect the economy and destabilize the region as a whole. In addition, certain Asian economies have experienced over-extension of credit, currency devaluations and restrictions, high unemployment, high inflation, decreased exports and economic recessions. Economic events in any one country may have a significant economic effect on the entire region and any adverse events in the Asian markets may have a significant adverse effect on Chinese companies.

A Fund may invest in China A-Shares listed and traded on the Shanghai Stock Exchange or Shenzhen Stock Exchange through the Shanghai-Hong Kong or Shenzhen – Hong Kong Stock Connect links (“Stock Connect”). Trading through Stock Connect is subject to a number of risks and restrictions that may affect a Fund’s investments and returns. The risks of investments in A-Shares through Stock Connect include, among others, trading, clearance and settlement risks, currency exchange risks, political and economic instability, inflation, confiscatory taxation, nationalization, expropriation, Chinese securities market volatility, less reliable financial information, differences in accounting, auditing, and financial standards and requirements from those applicable to U.S. issuers, and uncertainty of implementation of existing law in the People’s Republic of China (“PRC”). Due to PRC regulatory requirements, a Fund may be limited in its ability to invest in securities or instruments tied to the PRC and/or may be required to liquidate its holdings, if any, in securities or instruments tied to the PRC. Such liquidations may result in losses for a Fund. Because Stock Connect trades are routed through Hong

 

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Kong brokers and the Hong Kong Stock Exchange, Stock Connect is affected by trading holidays in either Shanghai or Hong Kong, and there are trading days in Shanghai when Stock Connect investors will not be able to trade. As a result, prices of Stock Connect securities may fluctuate at times when a Fund is unable to add to or exit its position. Only certain China A-shares are eligible to be accessed through Stock Connect. Such securities may lose their eligibility at any time, in which case they could be sold but could no longer be purchased through Stock Connect.

Fund purchases of A-Shares through Stock Connect involve ownership rights that are less developed than those involved in U.S. securities markets. When a Fund buys listed stock through Stock Connect, the Fund is purchasing a right against the Hong Kong Securities Clearing Company Limited (“HKSCC”) to obtain the benefits of ownership of the stock and not the stock itself. The buying Fund does not have legal title to the listed stock and PRC law does not formally recognize the buyer’s beneficial ownership. While Chinese regulators have made statements that acknowledge that the ultimate investors hold a beneficial interest in Stock Connect securities, the mechanisms that beneficial owners may use to enforce their rights are untested. In addition, courts in China have limited experience in applying the concept of beneficial ownership and PRC law and regulation surrounding beneficial ownership may either continue to evolve or change suddenly. Therefore, the risk of loss is greater due to the indirect nature of the ownership interest in A-Shares when trading through Stock Connect. A Fund may not be able to participate in corporate actions affecting Stock Connect securities due to time constraints or for other operational reasons. Similarly, a Fund will not be able to vote in shareholders’ meetings except through HKSCC and will not be able to attend shareholders’ meetings. Stock Connect trades are settled in Renminbi (RMB), the Chinese currency, and investors must have timely access to a reliable supply of RMB in Hong Kong, which cannot be guaranteed.

Stock Connect A-shares generally may not be sold, purchased or otherwise transferred other than through Stock Connect in accordance with applicable rules. Stock Connect trades are either subject to certain pre-trade requirements or must be placed in special segregated accounts that allow brokers to comply with these pre-trade requirements by confirming that the selling shareholder has sufficient Stock Connect securities to complete the sale. If a Fund does not use a special segregated account, the Fund will not be able to sell the shares on any trading day when it fails to comply with the pre-trade checks. In addition, these pre-trade requirements may, as a practical matter, limit the number of brokers that a Fund may use to execute trades. While the Fund may use special segregated accounts in lieu of the pre-trade check, many market participants have yet to fully implement information technology systems necessary to complete trades involving securities in such accounts in a timely manner. Market practice with respect to special segregated accounts is continuing to evolve.

Finally, the Stock Connect program is in its early stages. Trading through Stock Connect does not protect investors through Hong Kong’s Investor Compensation Fund or the China Securities Investor Protection Fund. The trading, settlement and information technology systems required to operate Stock Connect are relatively new and continuing to evolve. In the event that the relevant systems do not function properly, trading through Stock Connect could be disrupted. Further developments are likely and there can be no assurance as to the program’s continued existence or whether future developments regarding the program may restrict or adversely affect a Fund’s investments or returns.

India. Foreign investment in the securities of issuers in India is usually restricted or controlled to some degree. “Foreign Portfolio Investors” (“FPIs”) and their sub-funds may predominately invest in exchange-traded securities (and securities to be listed or approved on the over-the-counter exchange of India) subject to the conditions specified in the guidelines for Direct Foreign Investment by FPIs. Although the Investment Adviser is a registered FPI, it must still seek renewal of this status every three years, which renewal cannot be guaranteed. FPIs are required to observe certain investment restrictions. In addition, the shareholdings of all registered FPIs, together with the shareholdings of non-resident Indian individuals and foreign corporate bodies substantially owned by non-resident Indians, may not exceed specified thresholds of the issued share capital of some companies. It is possible that this restriction could be raised or potentially lifted for a company, subject to that company’s approval. Only registered FPIs and non-Indian mutual funds that comply with certain statutory

 

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conditions may make direct portfolio investments in exchange-traded Indian securities. Under normal circumstances, income, gains and initial capital with respect to such investments are freely repatriable, subject to payment of applicable Indian taxes. There can be no assurance that these investment control regimes will not change in a way that makes it more difficult or impossible for a Fund to implement its investment objective or repatriate its income, gains and initial capital from India.

The Indian government exercises significant influence over many aspects of the economy. Government actions, bureaucratic obstacles and inconsistent economic reform could have a significant effect on the economy and a Fund’s investments in India. There can be no assurance that the Indian government in the future, whether for purposes of managing its balance of payments or for other reasons, will not impose restrictions on foreign capital remittances abroad or otherwise modify the exchange control regime applicable to foreign institutional investors in such a way that may adversely affect the ability of a Fund to repatriate its income and capital.

Founders and their families control many Indian companies. Corporate governance standards of family-controlled companies may be weaker and less transparent, which increases the potential for loss and unequal treatment of investors. The securities market in India is substantially smaller, less liquid and significantly more volatile than the securities market in the U.S. Exchanges have also experienced problems such as temporary exchange closures, broker defaults, settlement delays and broker strikes that, if they occur again in the future, could affect the market prices and liquidity of the Indian securities in which a Fund invests. In addition, the governing bodies of the various Indian stock exchanges have from time to time imposed restrictions on trading in certain securities, limits on price movements and margin requirements. The relatively small market capitalizations of, and trading values on, the principal stock exchanges may cause a Fund’s investments in securities listed on these exchanges to be comparatively less liquid and subject to greater price volatility than comparable U.S. investments.

Religious, cultural and border disputes persist in India. The Indian government has confronted separatist movements in several Indian states. The longstanding dispute with Pakistan over the bordering Indian state of Jammu and Kashmir remains unresolved. If the Indian government is unable to control the violence and disruption associated with these tensions (including both domestic and external sources of terrorism), the results could destabilize the economy and, consequently, adversely affect a Fund’s investments. Both India and Pakistan have tested nuclear weapons, and the threat of deploying such weapons could hinder development of the Indian economy, and escalating tensions could impact the broader region, including China.

Latin America . Latin America, including Brazil and Mexico, has long suffered from political, economic, and social instability. For investors, this has meant additional risk caused by periods of regional conflict, political corruption, totalitarianism, protectionist measures, nationalization, hyperinflation, debt crises, sudden and large currency devaluation, and intervention by the military in civilian and economic spheres. For example, the government of Brazil imposes a tax on foreign investment in Brazilian stocks and bonds, which may affect the value of a Fund’s investments in Brazilian issuers. While some Latin American governments have experienced privatization of state-owned companies and relaxation of trade restrictions, future free-market economic reforms are uncertain, and political unrest could result in significant disruption in securities markets in the region. The economies of certain Latin American countries have experienced high interest rates, economic volatility, inflation and high unemployment rates. Adverse economic events in one country may have a significant adverse effect on other Latin American countries.

Commodities (such as oil, gas and minerals) represent a significant percentage of the region’s exports and many economies in this region are particularly sensitive to fluctuations in commodity prices. Some markets are in areas that have historically been prone to natural disasters or are economically sensitive to environmental events, and a natural disaster could have a significant adverse impact on the economies in the geographic region.

Many Latin American countries have high levels of debt, which may stifle economic growth, contribute to prolonged periods of recession and adversely impact a Fund’s investments. Most countries have been forced to restructure their loans or risk default on their debt obligations. Interest on debt is subject to market conditions and

 

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may reach levels that would impair economic activity and create a difficult and costly environment for borrowers. Governments may be forced to reschedule or freeze their debt repayment, which could negatively affect local markets.

Russia . Russia has experienced political and economic turbulence and has endured decades of communist rule under which its citizens were collectivized into state agricultural and industrial enterprises. Since the collapse of the Soviet Union, Russia’s government has been faced with the task of stabilizing and modernizing its economy. Investors in Russia have experienced significant losses due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and repatriation of capital invested. There is no assurance that similar losses will not recur. Investments in Russian securities also include risks and special considerations such as: (a) delays in settling portfolio transactions and the risk of loss arising out of Russia’s system of share registration and custody; (b) the risk of corruption, insider trading and crime in the Russian economic system; (c) difficulties associated with obtaining accurate market valuations of many Russian securities, based partly on the limited amount of publicly available information; and (d) the risk that the Russian tax system may provide for inconsistent, retroactive and/or exorbitant taxation or unpredictable enforcement. The current government regime has become increasingly authoritarian, especially in its dealings with successful Russian companies. In this environment, there is always a risk that the government will abandon elements of a market economy and replace them with radically different political and economic policies that would be detrimental to the interests of foreign investors.

As a result of events involving Ukraine and the Russian Federation, the United States and the European Union have imposed sanctions on certain Russian individuals and companies. Additional sanctions may be imposed in the future. These sanctions, or even the threat of further sanctions, may result in the decline of the value and liquidity of Russian securities, a weakening of the ruble or other adverse consequences to the Russian economy. Sanctions could also result in the immediate freeze of Russian securities, impairing the ability of a Fund to buy, sell, receive or deliver those securities. Sanctions could also result in Russia taking counter measures or retaliatory actions which may further impair the value and liquidity of Russian securities. These events could have a negative effect on the performance of a Fund.

The Russian economy is heavily dependent upon the export of a range of commodities including industrial metals, forestry products, oil, and gas. Accordingly, it is strongly affected by international commodity prices and is particularly vulnerable to any weakening in global demand for these products. The price of oil, in particular, has reflected weakening global demand, which has negatively affected Russia’s economy and the value of its currency. Foreign investors also face a high degree of currency risk when investing in Russian securities and a lack of available currency hedging instruments. In addition, Eastern European markets remain relatively underdeveloped and can be particularly sensitive to political and economic developments; adverse events in Eastern European countries may greatly impact the Russian economy.

Because of the relatively recent formation of the Russian securities market as well as the underdeveloped state of the banking and telecommunications systems, settlement, clearing and registration of securities transactions are subject to significant risks. There is no central registration system for shareholders and these services are carried out by the companies themselves or by registrars located throughout Russia, and investors are provided with few legal rights against such registrars. The law and practice relating to registration of shareholdings are not well developed in Russia and registration delays and failures to register shares can occur, which could expose a Fund to potential loss. Russia’s Federal Commission of Securities Markets (the “Russian Commission”) has defined the responsibilities for registrar activities, including what constitutes evidence of ownership and transfer procedures. However, difficulties in enforcing the Russian Commission’s regulations mean that the potential for loss or error still remains and there is no guarantee that the registrars will act according to the applicable laws and regulations. Widely accepted industry practices are still in the process of being established. When registration occurs, the registrar produces an extract of the register of shareholders as at that particular point in time. Ownership of shares may be evidenced by the records of the registrar, but not by the possession of an extract of the register of shareholders. The extract is only evidence that registration has taken

 

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place. It is not negotiable and has no intrinsic value. In addition, a registrar will typically not accept an extract as evidence of ownership of shares and is not obligated to notify the Custodian, or its local agents in Russia, if or when it amends the register of shareholders. These registrars are not necessarily subject to effective state supervision nor are they licensed with any governmental entity, and it is possible for a Fund to lose share registration through fraud or negligence. Furthermore, significant delays or problems may occur in registering the transfer of securities, which could cause a Fund to incur losses due to a counterparty’s failure to pay for securities the Fund has delivered or the Fund’s inability to complete its contractual obligations because of theft or other reasons.

Poor accounting standards, inept management, pervasive corruption, insider trading and crime, and inadequate regulatory protection all pose significant risks, particularly to foreign investors. In addition, there is a risk that the Russian tax system will not be reformed to prevent inconsistent, retroactive and/or punitive taxation, or, in the alternative, a risk that a reformed tax system may result in inconsistent and unpredictable enforcement of any new or revised tax laws. The Russian securities market is relatively new, and a substantial proportion of securities transactions in Russia are privately negotiated outside the stock exchanges. The inexperience of the Russian securities market and the limited volume of trading in securities in the market may make obtaining accurate prices on portfolio securities from independent sources more difficult than in more developed markets. Additionally, little information is available to investors. As a result, it may be difficult to assess the value of an investment in Russian companies.

South Africa . South Africa’s two-tiered economy, with one rivaling developed countries and the other exhibiting many characteristics of developing countries, is characterized by uneven distribution of wealth and income and high rates of unemployment. This may cause civil and social unrest, which could adversely impact the South African economy. Ethnic and civil conflict could result in the abandonment of many of South Africa’s free market reforms. Although economic reforms have been enacted to promote growth and foreign investments, there can be no assurance that these programs will achieve the desired results. South Africa’s inadequate currency reserves have left its currency vulnerable, at times, to devaluation. South Africa has privatized or has begun the process of privatization of certain entities and industries. In some instances, investors in certain privatized entities have suffered losses due to the inability of the privatized entities to adjust quickly to a competitive environment or to changing regulatory and legal standards. There is no assurance that such losses will not recur. Despite significant reform and privatization, the South African government continues to control a large share of South African economic activity. Heavy regulation of labor and product markets is pervasive and may stifle South African economic growth or cause prolonged periods of recession. The agriculture and mining sectors of South Africa’s economy account for a large portion of its exports, and thus the South African economy is susceptible to fluctuations in these commodity markets. Moreover, the South African economy is heavily dependent upon the economies of Europe, Asia (particularly Japan) and the United States. Reduction in spending by these economies on South African products and services or negative changes in any of these economies may cause an adverse impact on the South African economy. South Africa has historically experienced strained international relations related to border disputes, historical animosities, racial tensions and other defense concerns. These situations may cause uncertainty in the South African market and may adversely affect the South African economy.

As a result of these and other risks, a Fund’s investments in South Africa may be subject to a greater risk of loss than investments in more developed markets. These investments may be more likely to experience inflation risk and political turmoil, and be subject to more rapid changes in economic conditions, than investments in more developed markets. Investing in South Africa involves risks of less uniformity in accounting and reporting requirements, less reliable securities valuation, and greater risk associated with custody of securities, than investing in developed countries.

South Korea. Investing in South Korean securities has special risks, including political, economic and social instability, and the potential for increasing militarization in North Korea. Military action or the risk of military action by North Korea, which might involve nuclear weapons, could have a materially adverse effect on

 

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South Korea and the Funds. The market capitalization and trading volume of issuers in the South Korean securities markets is heavily concentrated in a small number of issuers, which results in potentially fewer investment opportunities for the Funds. Certain Asian economies have experienced over-extension of credit, currency devaluations and restrictions, high unemployment, high inflation, decreased exports and economic recessions. Economic events in any one country may have a significant economic effect on the entire region and any adverse events in the Asian markets may have a significant adverse effect on South Korean companies. Also, South Korea is dependent on foreign sources for its energy needs. A significant increase in energy prices could have an adverse impact on South Korea’s economy.

There are also a number of risks associated with the South Korean government. The South Korean government exercises substantial influence over many aspects of the private sector. The South Korean government from time to time has informally influenced the prices of certain products, encouraged companies to invest or concentrate in particular industries, and induced mergers between companies in industries experiencing excess capacity. The South Korean government has sought to minimize excessive price volatility on the Korean Stock Exchange through various steps, including the imposition of limitations on daily price movements of securities, although there is no assurance that this would prevent the value of a Fund’s investments from declining over time.

Taiwan . The political reunification of China and Taiwan, over which China continues to claim sovereignty, remains problematic and is unlikely to be settled in the near future. China has staged frequent military provocations off the coast of Taiwan and made threats of full-scale military action. This continuing hostility between China and Taiwan may have an adverse impact on the values of a Fund’s investments in China or Taiwan, or make such investments impracticable or impossible. Any escalation of hostility between China and Taiwan would likely have a significant adverse impact on the value of a Fund’s investments in both countries and the region. In addition, certain Asian economies have experienced over-extension of credit, currency devaluations and restrictions, high unemployment, high inflation, decreased exports and economic recessions. Economic events in any one country may have a significant economic effect on the entire Asian region and any adverse events in the Asian markets may have a significant adverse effect on Taiwanese companies.

Taiwan’s growth has been export-driven to a significant degree. As a result, Taiwan is affected by changes in the economies of its main trading partners. If growth in the export sector declines, future growth will be increasingly reliant on domestic demand. Taiwan has limited natural resources, resulting in dependence on foreign sources for certain raw materials and vulnerability to global fluctuations of price and supply. This dependence is especially pronounced in the energy sector. Any fluctuations or shortages in the commodity markets could have a negative impact on Taiwan’s economy. A significant increase in energy prices could have an adverse impact on Taiwan’s economy.

Swap Agreements

A Fund may enter into interest rate, index, currency, currency exchange rate and security swap agreements. Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few days or weeks to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a stipulated notional amount, i.e. , the dollar amount invested at a particular interest rate, in a particular foreign currency or security, or in a “basket” of securities representing a particular index. The notional amount of a swap agreement is only a hypothetical basis on which to calculate the obligations that the parties to the swap agreement have agreed to exchange. The Global Absolute Return Fund enters into one or more total return equity swap agreements to obtain some or all of its long and short exposures.

Swap agreements typically calculate and settle the obligations of the parties on a “net basis” with a single payment. Consequently, a Fund’s obligations (or rights) under a swap agreement will generally be equal only to

 

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the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). A Fund’s obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be “covered” by marking as segregated unencumbered cash, U.S. government securities, equity securities or other liquid, unencumbered assets, marked-to-market daily, to limit any potential leveraging of a Fund’s (other than the Global Absolute Return Fund’s) portfolio. Any obligations “covered” in such a manner will not be construed to be “senior securities” for purposes of a Fund’s fundamental investment restriction concerning senior securities, or borrowing for purposes of a Fund’s fundamental investment restriction concerning borrowing. This segregation or “covering” is designed to ensure that a Fund has assets available to satisfy its obligations under a swap agreement, but will not, however, limit a Fund’s exposure to loss under a swap agreement. A Fund will not enter into a swap agreement with any single party if the net amount owed or to be received under existing contracts with that party would exceed 5% of the Fund’s total assets. The Global Absolute Return Fund intends to settle a swap agreement so that, at any given time, the net amount to be received under swap agreements with a single counterparty would not exceed 5% of the Fund’s total assets. A swap counterparty may not be obligated under the terms of its swap agreement with the Global Absolute Return Fund to settle a swap agreement at a given time ( e.g. , intra-month) and, therefore, it is possible that the net amount owed or to be received under the swap agreements with a counterparty may exceed 5% of total assets.

The Global Absolute Return Fund currently uses swap agreements with one counterparty. The counterparty to each swap agreement, initially or in the future, is expected to be a large financial institution, but counterparties may include banks, investment banking firms or broker-dealers. A counterparty will generally agree to pay the Global Absolute Return Fund the amount, if any, by which the notional amount of a swap agreement would have increased in value had it been invested in the particular securities underlying the agreement, plus the dividends that would have been received on those securities, plus the interest that would have been earned on the proceeds of the short sales underlying the short sale portfolio. The Global Absolute Return Fund will agree to pay to the counterparty a floating rate of interest on the notional amount of the long portfolio of a swap agreement plus the amount, if any, by which the notional amount would have decreased in value had it been invested in such securities, plus the dividends that would have been received on the securities sold short underlying the short sale portfolio. Under a swap agreement, the Global Absolute Return Fund will pay financing charges to the counterparty based on the notional amount of exposures, and that Fund will also pay transaction costs when it changes exposures to stipulated underlying investments, including brokerage commissions and stamp taxes. Although the Global Absolute Return Fund will not itself be trading in underlying investments, the counterparty will charge that Fund as if it were trading directly. These charges permit the counterparty, if it hedges its obligations to the Global Absolute Return Fund, to recover the costs of any such hedging. In addition, the Global Absolute Return Fund will pay the counterparty amounts equal to any dividends paid on securities to which that Fund has short exposures.

For swaps entered into by the Global Absolute Return Fund, payments may be made at the conclusion of a swap agreement or periodically during its term. The timing and character of any income, gain or loss recognized by the Global Absolute Return Fund on the payment or payments made or received on a swap agreement will vary depending upon the terms of the particular swap agreement. Because the Global Absolute Return Fund currently expects to settle swap agreements at least quarterly, and may do so more frequently, it expects to realize ordinary income and short-term capital gains, if any, that are taxable to its shareholders, when distributed to them, as ordinary income rather than at lower long-term capital gains rates.

The Global Absolute Return Fund’s swap agreements will be segregated or “covered,” as described above, in order to ensure that that Fund has assets available to satisfy its obligations under a swap agreement. Segregation or “covering” will not, however, limit the Global Absolute Return Fund’s exposure to loss. The swap agreements that the Global Absolute Return Fund uses involve leverage. Use of leverage involves special risks and is speculative. Leverage exists when the Global Absolute Return Fund achieves the right to a return on a capital base that exceeds the amount that the Fund has invested. Leverage creates the potential for greater gains to shareholders and the risk of magnified losses to shareholders, depending on market conditions and the Global Absolute Return Fund’s particular exposures.

 

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In the normal course of business, the Global Absolute Return Fund enters into swap agreements with certain counterparties based on International Swaps and Derivatives Association, Inc. (“ISDA”) forms of agreement. These agreements contain, among other conditions, events of default and termination events, and various covenants and representations. The ISDA agreements may contain provisions that require the Global Absolute Return Fund to maintain a predetermined level of net assets, and/or provide limits regarding the decline of that Fund’s NAV over specific periods of time. If the Global Absolute Return Fund were to trigger such provisions, a counterparty to an ISDA agreement could elect to terminate the agreement and request immediate payment in an amount equal to the net liability of open positions, if any, under the agreement.

The Global Absolute Return Fund’s long portfolio and the short portfolio will each have different exposures under swap agreements that will not be fully hedged. If the value of the exposures in the short portfolio increases at the same time that the value of exposures in the long portfolio decreases, the Fund will be exposed to significant losses. The Fund will also be subject to losses if a portfolio characteristic to which it has exposure performs poorly. Any losses will be magnified by leverage through the use of swap agreements.

Whether the Global Absolute Return Fund’s (or any other Fund’s) use of swap agreements will be successful in furthering its investment objective will depend on the Investment Adviser’s ability to correctly predict whether certain types of investments are likely to produce greater returns than other investments. Like most other investments, swap agreements are subject to the risk that the market value of the instrument will change in a way that is detrimental to a Fund’s interest. A Fund bears the risk that the Investment Adviser will not accurately forecast future market trends or the values of assets or other economic factors in establishing swap positions for such Fund.

Using any swap agreement will expose a Fund to the risk that the swap agreement will have or will develop imperfect or no correlation with the value of the assets the swap agreement is designed to track, causing losses to such Fund. A number of factors may prevent a Fund from achieving desired correlation. These may include, but are not limited to: (i) the impact of Fund fees, expenses and transaction costs, including financing and brokerage costs/bid-ask spreads, (ii) to the extent the counterparty hedges its obligations to a Fund by entering into short sales (and thereby borrows shares from a beneficial owner), and a beneficial owner of a security sold short recalls the security from the counterparty for voting or other reasons and replacement securities cannot be obtained, such Fund may be forced to settle the exposure at a time which may not be advantageous, (iii) disruptions or illiquidity in the markets for derivative instruments or securities in which a Fund invests or to which it has exposures, (iv) large or unexpected movements of assets into and out of a Fund (due to share purchases or redemptions, for example), (v) the impact of accounting standards or changes thereto, and (vi) a possible need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax or securities law requirements.

Swap agreements do not involve the delivery of securities or other underlying assets, but are contracts with another party. While many swap agreements will be required to be centrally cleared, the Funds’ (and particularly the Global Absolute Return Fund’s) swap agreements may not be eligible for or subject to central clearing. Accordingly, if a swap agreement is entered into on a net basis and the counterparty defaults or is unwilling to perform its obligations, a Fund risks losing the net amount of payments that such Fund is contractually entitled to receive, if any. If such a default occurs, a Fund will have contractual remedies pursuant to the swap agreements, but such remedies may be subject to bankruptcy and insolvency laws that could affect such Fund’s rights as a creditor. Further, the swap counterparty’s obligations to a Fund likely will not be collateralized. A Fund will not enter into a swap agreement unless the Investment Adviser believes the counterparty to the transaction is creditworthy. The Global Absolute Return Fund currently uses swap agreements with one counterparty and settles swap agreements so that net gains under swap agreements with a single counterparty do not exceed 5% of that Fund’s total assets at any given time.

The counterparty to a swap agreement may be unwilling to continue to enter into swap agreements, or may increase its fees or collateral requirements, which could impair a Fund’s ability to achieve its investment

 

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objective, particularly for the Global Absolute Return Fund. The counterparty may have rights to terminate the swap that are beyond the control of a Fund, and could impact such Fund’s ability to continue to enter into swap agreements, which could also impair such Fund’s ability to achieve its investment objective. In addition, the counterparty to a swap agreement may be subject to restrictions, or may impose restrictions on a Fund, that limit such Fund’s ability to obtain exposure to particular equity securities to which it may otherwise desire to obtain exposures. In these cases, if a Fund is not able to invest directly in the security, it would have to forego the investment opportunity.

Because swap agreements are two-party contracts and because they may be subject to contractual restrictions on transferability and termination and have terms of greater than seven days, swap agreements may be considered to be illiquid and subject to a Fund’s limitations on investments in illiquid securities. Only the net amount due a Fund under its swap agreements is used to determine if more than 15% of the Fund’s net assets are invested in illiquid securities. The Investment Adviser, under the oversight of the Board, is responsible for determining and monitoring the liquidity of a Fund’s swap agreements. To the extent a swap agreement is not liquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in losses.

Pursuant to final interpretations issued by the CFTC and the Commission, the swaps used by the Global Absolute Return Fund are subject to CFTC regulation. As a result, that Fund is a “commodity pool,” as defined under the CEA, and the Investment Adviser is subject to regulation as a “commodity pool operator,” or “CPO,” with respect to that Fund. The long-term impact of these new requirements on the Global Absolute Return Fund and its counterparties is uncertain. However, they may cause counterparties to increase collateral or margin requirements, increase fees charged to the Fund or make them less willing to enter into swap agreements with the Fund in the future, which could reduce investment returns or harm the Fund’s ability to implement its investment strategy. Registration as a CPO imposes additional laws, regulations, reporting and enforcement policies on the pool, which could increase compliance costs and may affect the operations and financial performance of the Fund. Investors in the Global Absolute Return Fund and their financial advisers should consider whether the Fund’s status as a “commodity pool” impacts their operations or status under the CEA in deciding whether to invest in the Fund.

Restrictions imposed by the Code, may limit a Fund’s ability to use swap agreements. In addition, the swaps market has been the subject of scrutiny since the 2008-2009 financial downturn. It is possible that developments in the swaps market, including further government regulation or increased margin or collateral requirements dictated by new regulations or the marketplace, may limit or prevent a Fund from using swap agreements as a part of its investment strategy, increase expenses charged to the Fund or adversely affect a Fund’s ability to terminate existing swap agreements or to realize amounts to be received under such agreements. Limits or restrictions applicable to the counterparties with which a Fund enters into swap agreements could also impact such Fund’s use of swap agreements. Further, the Commission has proposed changes in the rules governing the use of derivatives, including swap agreements and leverage by mutual funds, which if adopted could significantly reduce the amount of leverage that can be used by a Fund. The adoption of such rules could adversely impact the Global Absolute Return Fund’s ability to implement its principal investment strategies and to achieve its principal investment objective.

Swaps are instruments that require investment techniques, risk analyses, and tax planning different from those associated with traditional investments. Swap agreements are subject to risks of mispricing or improper valuation, imperfect correlation between movements in the notional amount and the price of the underlying investments, the inability of counterparties to perform, and the ability of counterparties to terminate swap agreements generally at any time. The use of a swap agreement requires an understanding not only of the underlying securities or positions, but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions.

 

27


Short Positions

The Global Absolute Return Fund will be exposed to short positions through swap agreements and short sale transactions. Short positions are subject to special risks. Short positions entail obtaining exposure to securities with the goal of closing the position at a later date when the value of the security has decreased. If the price of the security increases before the position is closed, the Global Absolute Return Fund will incur a loss equal to the increase in price from the time the exposure was obtained. For short exposures under swap agreements, the amount of loss is calculated based on the notional value of the exposure, and includes any other charges incidental to the swap agreements. Because the short exposures will exceed the value of the Global Absolute Return Fund’s net assets, the risk of loss is increased. Further, since the Global Absolute Return Fund will lose money if the value of the underlying security increases, losses are potentially unlimited.

This risk is magnified in periods of market turmoil. For example, exposure to short positions also involves the risk of a “short squeeze,” which can occur when the price of a widely-shorted stock unexpectedly appreciates and short covering activity further rapidly increases the stock price.

If the Global Absolute Return Fund makes a short sale directly, it will borrow the security sold short, sell it through the broker-dealer from which it borrowed the security, and pledge the proceeds of the short sale to the broker-dealer as collateral. In connection with direct short sales of securities, the Global Absolute Return Fund may pay a fee to borrow securities or maintain an arrangement with a broker to borrow securities, and will generally be obligated to pay over any accrued interest and dividends on such borrowed securities. Such charges would decrease any returns due the Global Absolute Return Fund through the short sale. To the extent that the Global Absolute Return Fund engages in short sales directly, it will provide collateral to the broker-dealer and will maintain additional asset coverage in the form of segregated or “earmarked” assets that the Investment Adviser determines to be liquid that is equal to the current market value of the securities sold short, or will ensure that such positions are covered by “offsetting” positions, until the that Fund replaces the borrowed securities.

Illiquid Securities

Consistent with relevant Commission rules and guidance, in general, none of the Funds may hold more than 15% of its net assets in illiquid securities. Only the net amount due the Global Absolute Return Fund under a swap agreement is used to determine if more than 15% of that Fund’s net assets are invested in illiquid securities. The Global Absolute Return Fund currently intends to settle swap agreements so that the net amount to be received under the swap agreements with a single counterparty would not exceed 5% of that Fund’s total assets at any given time.

Illiquid securities are reviewed and assessed under the Trust’s Liquidity Risk Management Program and generally include repurchase agreements which have a maturity of longer than seven days, securities that cannot reasonably be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment, or because they have legal or contractual restrictions on resale. Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act, securities which are otherwise not readily marketable and repurchase agreements that have a maturity of longer than seven days. Securities which have not been registered under the Securities Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. Limitations on resale may have an adverse effect on the marketability of portfolio securities and a Fund might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemption within seven days. The absence of a trading market can make it difficult to ascertain a market value for illiquid investments. Also market quotations for such securities are less readily available. The judgment of the Investment Adviser may at times play a greater role in valuing these securities than in the case of unrestricted securities. A Fund might also have to register such restricted securities in order to dispose of them resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.

 

28


However, a large institutional market has developed for certain securities that are not registered under the Securities Act including repurchase agreements, commercial paper, foreign securities, municipal securities, convertible securities and corporate bonds and notes. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on an issuer’s ability to honor a demand for repayment. The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments. In addition, the Trust’s Liquidity Risk Management Program Administrator may designate private placements as liquid even when secondary trading markets do not exist, but when a counterparty is obligated to repurchase securities or derivatives at a specified price.

Rule 144A under the Securities Act allows for a broader institutional trading market for securities otherwise subject to restriction on resale to the general public. Rule 144A established a “safe harbor” from the registration requirements of the Securities Act for resales of certain securities to qualified institutional buyers in the U.S.

Restricted securities eligible for resale pursuant to Rule 144A under the Securities Act and commercial paper for which there is a readily available market may be deemed to be liquid under the Trust’s Liquidity Risk Management Program.

Borrowing

A Fund may borrow money for temporary or emergency purposes in an amount not exceeding 33 1/3% of the Fund’s total assets. This borrowing may be unsecured. The 1940 Act requires a Fund to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed. Borrowing subjects a Fund to interest costs which may or may not be recovered by appreciation of the securities purchased. Borrowing can exaggerate the effect on net asset value of any increase or decrease in the market value of the Fund’s portfolio. This is the speculative factor known as leverage.

To the extent the Global Absolute Return Fund covers its obligations under swap agreements by segregating or “earmarking” assets determined to be liquid in accordance with procedures adopted by the Board equal in value to the amount of that Fund’s net obligations under a swap agreement, such obligations will not be considered borrowing by the Global Absolute Return Fund.

The Trust, on behalf of each of Emerging Markets Fund, Global Value Fund, International Opportunities Fund and International Small Cap Fund, has entered into a secured committed line of credit with the Custodian available separately to each such Fund subject to an aggregate limit. The proceeds from the borrowings under the line of credit, if any, must be used to finance the relevant Fund’s short-term general working capital requirements, including the funding of shareholder redemptions. The term of the credit facility require these Funds to pay a commitment or other fee to maintain the line of credit.

In December 2015, the Commission proposed new regulations applicable to a mutual fund’s use of instruments that involve borrowing, including short sale borrowings, and any firm or standby commitment agreements or similar agreements. If adopted as proposed, these regulations could significantly limit or impact the Funds’ ability to invest in such instruments, limit the Funds’ ability to employ certain strategies that use such instruments and adversely affect the Funds’ performance, efficiency in implementing their strategy, liquidity and ability to pursue their investment objectives. Also, changes in regulatory requirements concerning margin for certain types of financing transactions, such as securities lending and borrowing, could impact a Fund’s ability to use these investment strategies and techniques.

When-Issued and Delayed-Delivery Securities

The Funds may purchase, or obtain exposure to, securities on a when-issued or delayed-delivery basis, generally in connection with an underwriting or other offering. When-issued and delayed-delivery transactions occur when securities are bought with payment for and delivery of the securities scheduled to take place at a

 

29


future time, beyond normal settlement dates. The price that a Fund is obligated to pay, directly or indirectly, on the settlement day may be different from the market value on that date. While securities may be sold, or exposures reduced, prior to the settlement date, a Fund intends to purchase such securities, or obtain exposure to them, with the purpose of actually acquiring such securities or exposures, unless a sale would be desirable for investment reasons. At the time a Fund makes a commitment to purchase a security, or obtain exposure to it, on a when-issued basis, it will record the transaction and reflect the value of the security each day in determining the Fund’s NAV. The Fund will also mark as segregated with its custodian cash, U.S. government securities, equity securities or other liquid, unencumbered assets, marked-to-market daily, equal in value to its direct obligations for when-issued securities. Exposures obtained under swap agreements will be “covered” as discussed under “Swap Agreements” above.

When-issued securities and delayed-delivery securities involve the risk that the security a Fund buys, or to which it obtains exposure, on that basis will lose value prior to its delivery to the Fund or the swap counterparty. There also is the risk that the security will not be issued or that the other party will not meet its obligation, in which case the Fund may lose the investment opportunity of the assets it has set aside, or other exposures it has foregone, to pay for the security and any gain in the security’s price.

Securities Lending

The Funds may lend securities to parties such as broker-dealers or other institutions. Securities lending allows a Fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower provides the Fund with collateral in an amount at least equal to the value of the securities loaned. The Fund may not be able to obtain the right to vote or consent on proxy proposals involving securities that are loaned. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a Fund is not able to recover the securities loaned, the Fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Loans will be made only to parties deemed by the Investment Adviser to be in good standing and when, in the Investment Adviser’s judgment, the income earned would justify the risks.

Cash received as collateral through loan transactions may be invested in, or exposed to, other eligible securities. This subjects such investment or exposure, as well as the securities loaned, to market appreciation or depreciation.

Real Estate Investment Trusts

The Funds may invest in, or obtain exposure to, securities of U.S. real estate investment trusts (“REITs”) and foreign issuers with structures similar to REITs. Unlike regular corporations, REITs do not have to pay federal income tax if they meet certain requirements of the Code. REITs offer investors greater liquidity and diversification than direct ownership of real estate, as well as greater income potential than an investment in common stocks. Like any investment in real estate, though, a REIT’s performance depends on several factors, such as ability to find tenants for its properties, to renew leases and to finance property purchases and renovations.

Income Trusts, Royalty Trusts and Similar Trusts

The Funds may invest in, or obtain exposures to, foreign trusts that earn income from underlying assets, such as oil and gas wells, or from performing services. These are sometimes called income trusts or royalty trusts. Securities of these trusts have risks that are similar to equity security risks and additional risks. When a claim is made against a trust that cannot be paid using its assets, trust investors, including an investing Fund directly or indirectly through swap agreement exposures, may be held liable for any outstanding trust obligations.

 

 

30


Shares of Other Investment Companies

The Funds can invest in, or obtain exposure to, securities of other investment companies except to the extent prohibited by law or a Fund’s investment restrictions. A Fund’s investments in, or exposures to, other investment companies may include ETFs if appropriate investment opportunities arise. ETFs are registered funds that trade on a stock exchange and generally seek to track the performance of a specified securities index. See “Exchange-Traded Funds” above. Like all equity investments, ETFs may go up or down in value. They also may not perform in correlation with a Fund’s principal strategies. A Fund will pay additional fees through its investments in, or exposures to, other investment companies.

Limited Partnerships

The Funds can invest in, or obtain exposure to, interests in limited partnerships or similar entities (sometimes referred to as “master limited partnerships” or “publicly traded partnerships”). Limited partnership interests may be less liquid than other forms of equity securities and may not be as widely traded, which may make it difficult for a Fund to sell, or reduce its exposures to, such interests at the time or price desired.

Corporate Loans

The Funds can invest in, or obtain exposure to, corporate loans. Commercial banks and other financial institutions make corporate loans to companies that need capital to grow or restructure. Borrowers generally pay interest on corporate loans at rates that change in response to changes in market interest rates such as the London Interbank Offered Rate (“LIBOR”) or the prime rates of U.S. banks. As a result, the values of corporate loans are generally less responsive than the values of bonds and notes to shifts in market interest rates. Because the trading market for corporate loans is less developed than the secondary market for bonds and notes, a Fund may experience difficulties from time to time in selling, or reducing its exposures to, corporate loans. Borrowers frequently provide collateral to secure repayment of these obligations. Leading financial institutions often act as agents for broader groups of lenders, generally referred to as “syndicates.” A syndicate’s agent arranges the corporate loans, holds collateral and accepts payments of principal and interest. If an agent develops financial problems, a Fund may not recover its investment or exposure, or there might be a delay in a Fund’s recovery. By directly investing in a corporate loan, the Fund becomes a member of the syndicate, although it may not be able to control the syndicate’s actions.

Portfolio Turnover

The International Value Fund’s portfolio turnover rate for the 2018 fiscal year was 30% and the rate for the 2017 fiscal year was 35%.

The Global Value Fund’s portfolio turnover rate for the 2018 fiscal year was 50% and the rate for the 2017 fiscal year was 55%.

The Emerging Markets Fund’s portfolio turnover rate for the 2018 fiscal year was 49% and the rate for the 2017 fiscal year was 50%.

The International Opportunities Fund’s portfolio turnover rate for the 2018 fiscal year was 35% and the rate for the 2017 fiscal year was 62%. Turnover was lower primarily due to higher cash flows in fiscal 2017, which required more trading activity.

The Global Absolute Return Fund’s portfolio turnover rate for the 2018 fiscal year was 0% and the rate for the 2017 fiscal year was 0%. While the swap agreements entered into by the Global Absolute Return Fund continued throughout the periods, the Fund did change notional exposures underlying the swap agreements in 2018 and 2017. When the Global Absolute Return Fund changes notional exposures, it incurs transaction costs. See “Swap Agreements” above.

 

31


The International Small Cap Fund’s portfolio turnover rate for the 2018 fiscal year was 86% and the rate for the 2017 fiscal year was 91%.

Higher portfolio turnover may result in a Fund’s incurring higher transaction costs and realizing net gains that must be distributed to its shareholders, resulting in higher taxes for them.

Government Intervention in Financial Markets

Instability in the financial markets during and after the 2008-2009 financial downturn led governments across the world to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that experienced extreme volatility, and in some cases a lack of liquidity. Federal and local governments, their regulatory agencies, or self-regulatory organizations may take actions that affect the regulation of the instruments in which a Fund invests, or the issuers of such instruments, in ways that are unforeseeable. Legislation or regulation may also change the way in which a Fund itself is regulated. Such legislation or regulation could limit or preclude a Fund’s ability to achieve its investment objective.

Governments or their agencies may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear, and such a program may have positive or negative effects on the liquidity, valuation and performance of a Fund’s investments. Furthermore, volatile financial markets can expose a Fund to greater market and liquidity risk and potential difficulty in valuing portfolio instruments held by the Fund.

The value of a Fund’s holdings is also generally subject to the risk of future local, national, or global economic disturbances based on unknown weaknesses in the markets in which the Fund invests. In the event of such a disturbance, issuers of securities in which a Fund invests may experience significant declines in the value of their assets and even cease operations, or may receive government assistance accompanied by increased restrictions on their business operations or other government intervention. In addition, it is not certain that a government will intervene in response to a future market disturbance and the effect of any such future intervention cannot be predicted. It is difficult for issuers to prepare for the impact of future financial downturns.

Regulatory Risk

Financial entities, such as investment companies and investment advisers, are generally subject to extensive government regulation and intervention. Government regulation and/or intervention may change the way a Fund is regulated, affect the expenses incurred directly by a Fund and the value of its investments, and limit and/or preclude a Fund’s ability to achieve its investment objective. Government regulation may change frequently and may have significant adverse consequences. Moreover, government regulation may have unpredictable and unintended effects. Changes to current federal securities laws or the regulations thereunder could materially impact the value of assets a Fund holds, expose a Fund to additional costs, require changes to investment practices, and adversely affect a Fund’s ability to pay dividends. While there continues to be uncertainty about the full impact of these and other regulatory changes, the Funds will be subject to a more complex regulatory framework, and may incur additional costs to comply with new requirements as well as to monitor for compliance in the future.

Fund Operational Risk

An investment in a Fund, like any fund, can involve operational risks arising from factors such as processing errors, human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel and errors caused by third-party service providers. The occurrence of any of these failures, errors or breaches could result in a loss of information, regulatory scrutiny, reputational damage or other events, any of which could have a material adverse effect on a Fund. While each Fund seeks to minimize such events through controls and oversight, there may still be failures that could cause losses to a Fund.

 

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Liquidation of Funds

The Board may determine to close and/or liquidate a Fund at any time, which could have adverse tax consequences on taxable shareholders. In the event of the liquidation of a Fund, shareholders would receive a liquidating distribution in cash or in-kind equal to their proportionate interest in the Fund. A liquidating distribution would generally be a taxable event to shareholders, resulting in a gain or loss for tax purposes, depending upon a shareholder’s basis in his or her shares of the Fund. A shareholder of a liquidating Fund will not be entitled to any refund or reimbursement of expenses borne, directly or indirectly, by the shareholder (such as shareholder account fees (if any), or Fund operating expenses), and a shareholder could receive an amount in liquidation less than the shareholder’s original investment.

Any Fund expecting to close or liquidate will seek to retain its qualification as a regulated investment company under the Code during the liquidation period and, therefore, not to be taxed on any of its net capital gains realized from the sale of its assets or ordinary income earned that it timely distributes to shareholders. In the unlikely event that a Fund should lose its status as a regulated investment company during the liquidation process, the Fund would be subject to taxes which would reduce any or all of the types of liquidating distributions.

Cybersecurity Risk

Investment companies, such as the Funds, and their service providers are exposed to operational and information security risks resulting from cyber-attacks, which may result in financial losses to a Fund and its shareholders. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, “ransomware” that renders systems inoperable until ransom is paid, the unauthorized release of confidential information or various other forms of cybersecurity breaches. Cyber-attacks affecting the Funds or the Investment Adviser, Custodian, Transfer Agent, Distributor, Administrator, intermediaries, trading counterparties, and other third-party service providers may adversely impact the Funds. For instance, cyber-attacks may interfere with the processing of shareholder transactions, impact the Funds’ ability to calculate their NAVs, cause the release of confidential company information, impede trading, subject the Funds to regulatory fines or financial losses, create potential legal liability for the Funds, including if they fail to adhere to state and other applicable laws governing shareholder notification of privacy breaches, and cause reputational damage. The Funds may also incur additional costs for cybersecurity risk management purposes. There can be no assurance that a cyber-attack will be prevented or detected and addressed in a timely manner. Similar types of cybersecurity risks are also present for companies in which the Funds invest, which could result in material adverse consequences for such companies, and may cause the Funds’ investments in such companies to lose value or to prevent a shareholder redemption or purchase from clearing in a timely manner.

The Trust has established business continuity plans and risk management systems designed to reduce cybersecurity risks. However, there are inherent limitations in these plans and systems, including that certain risks may not have been identified, in large part because different or unknown threats may emerge in the future. There is no guarantee that such efforts will succeed, especially because the Trust does not directly control the cybersecurity systems of companies in which the Funds may invest, trading counterparties or third party service providers to the Funds. There is also a risk that cybersecurity breaches may not be detected. The Funds and their shareholders could be negatively impacted as a result.

Initial Public Offerings

The Funds may purchase, or obtain exposure to, securities in initial public offerings. These offerings may produce gains that positively affect Fund performance during any given period, but such securities may not be available during other periods, or, even if they are available, may not be available in sufficient quantity to have a meaningful impact on Fund performance. They may also, of course, produce losses.

 

 

33


Temporary Defensive Position

When adverse market or economic conditions indicate to the Investment Adviser that a temporary defensive strategy is appropriate, each Fund may invest up to 100% of its assets in short-term investment grade debt obligations of the U.S. government, its agencies and instrumentalities, money market mutual funds, bank certificates of deposit, bankers’ acceptances, high quality commercial paper, demand notes, cash and repurchase agreements, and the Global Absolute Return Fund can temporarily decrease or entirely eliminate its derivatives exposure. Under such circumstances, a Fund may not achieve its investment objective.

Disclosure of Portfolio Holdings

Pursuant to applicable law, each Fund publicly discloses its complete portfolio holdings quarterly within 60 days of the end of each calendar quarter. Each Fund discloses a complete list of its holdings in its semi-annual and annual reports, which are distributed to shareholders, and in publicly available quarterly holding reports on Forms N-Q and N-CSR, which are filed with the Commission and available, free of charge, on the Commission’s EDGAR database at www.sec.gov. Each Fund may also disclose its top ten holdings by weight or by active weight (i.e., relative to a benchmark) as of the end of each calendar quarter on the Funds’ website, www.causewayfunds.com, and in sales materials, except that the Global Absolute Return Fund discloses its top five or ten long exposures and top five or ten short exposures.

Occasionally, certain third parties – including a Fund’s service providers, independent rating and ranking organizations, intermediaries that distribute a Fund’s shares, institutional investors and others – request information about the Fund’s portfolio holdings or exposures. The Board has approved a policy and procedures for the protection of nonpublic information, which includes a policy and procedures relating to disclosure of the Funds’ portfolio holdings or exposures. The Funds’ policy is to disclose portfolio holdings or exposures to third parties only where a Fund believes there is a legitimate business purpose for the information and the recipient will not use the information to engage in excessive short-term trading of Fund shares or otherwise trade on the nonpublic information.

The Funds may provide at any time portfolio holdings or exposure information to their service providers, such as the Administrator, Distributor, Custodian, Investment Adviser, pricing services, independent registered public accountants, financial printers, legal counsel, proxy voting services, and other service providers, as well as to state and federal regulators and government agencies, and as otherwise requested by law or judicial process. The Funds and the Investment Adviser expect to provide portfolio holdings or exposure information to the following service providers:

 

Name    Service
The Bank of New York Mellon    Custodian
Charles River Systems, Inc.    Trading and compliance system
Omgeo LLC    Automated trade matching service
Eagle Investment Systems Corp.    Portfolio accounting system
Electra-Reconciliation    Automated reconciliation service
FactSet Research Systems Inc.    Online database system for portfolio analytics
ICE Data Services   

Pricing vendor

ISS    Proxy research and recordkeeping service
SEI Investments Global Funds Services    Fund accountant and Administrator
Various broker-dealers    Purchases and sales of securities
Swap and participation note or warrant counterparties    Swap, participation note or warrant transactions
LexisNexis    Global watchlists compliance service
SS&C Vision FI   

Client and investor reporting system

Abel Noser Corp.    Trade execution assessment service
FXTransparency    Trade execution assessment service
FX Connect    Foreign exchange trade execution service

 

34


The Funds, through their Administrator or other market data providers, disclose holdings or exposures and other related portfolio information to independent rating and ranking organizations on or after the 15 th business day after the end of each quarter. The Funds disclose their quarterly portfolio holdings or exposures to consultants, investment advisory firms, investors, and mutual fund wrap programs which have requested them on or after the 15 th business day after quarter-end for due diligence purposes. The Funds disclose their top ten holdings, or top ten long exposures and top ten short exposures for the Global Absolute Return Fund, by weight or by active weight (i.e., relative to a benchmark), the five largest performance contributors and detractors (ten largest long and short for the Global Absolute Return Fund), and significant portfolio increases and decreases, to advisers of investors in the Funds, and other investors or prospective investors who request them, typically by the fifth business day after month-end. The Funds also send quarterly reports to investors who have requested them, and/or their advisers, containing the Funds’ holdings or exposures generally by the third week after quarter-end.

Portfolio managers may also disclose and discuss particular portfolio holdings or exposures in interviews with the press and other media outlets, or with representatives of consultants, investment advisory firms or investors, from time to time.

Subject to the policies and procedures approved by the Board, the executive officers of the Trust authorize disclosure of the Funds’ portfolio holdings or exposures. Neither the Funds nor any service provider to the Funds may receive compensation or other consideration for providing portfolio holdings or exposure information.

In addition to the foregoing, the Investment Adviser has policies and procedures designed to safeguard confidential information, including policies and procedures prohibiting the Investment Adviser’s employees from communicating to third parties any material nonpublic information relating to the Funds’ portfolio holdings or exposures. The Investment Adviser’s policies and procedures, in addition to the Funds’ policies and procedures relating to the disclosure of the Funds’ portfolio holdings or exposures, are designed to reduce potential conflicts of interest between Fund shareholders and the Investment Adviser.

The Investment Adviser provides investment advice to clients other than the Funds that have investment objectives that may be substantially similar to those of certain Funds. These clients also may have portfolios consisting of holdings substantially similar to those of certain Funds and generally have access to current portfolio holdings information for their accounts. These clients do not owe the Funds or their investment professionals a duty of confidentiality with respect to disclosure of their portfolio holdings. The Investment Adviser may disclose portfolio holdings of an unnamed “representative account,” which may be substantially similar to a Fund’s holdings, to investment professionals and other third parties for due diligence purposes.

Participation note or warrant counterparties further disclose such participation note or warrant positions, after each quarter end, to index providers in order for the counterparties to satisfy their obligations under their license agreements.

The Investment Adviser also serves as investment adviser of certain exchange-traded managed funds (“ETMFs”) that have investment programs similar to those used for the International Value Fund and the Global Value Fund. The ETMFs disclose, each business day, a basket of securities, other instruments and/or cash in exchange for which the ETMFs will issue and redeem shares. To the extent an ETMF has a similar investment program to a Fund, certain portfolio holdings also held by the Fund would therefore be disclosed on a daily basis. However, to preserve the confidentiality of an ETMF’s trading activities, the Investment Adviser anticipates that a basket will normally not be a pro rata portion of an ETMF’s portfolio positions or necessarily include all of an ETMF’s portfolio positions, and the composition of an ETMF’s basket likely will diverge, and may diverge significantly, from the ETMF’s current portfolio.

 

35


MANAGEMENT OF THE FUND

The Trustees oversee the actions of the Investment Adviser and other service providers and decide upon matters of general policy. The Trustees also review the actions of the Trust’s officers, who conduct and supervise the daily business operations of the Trust.

The Board currently consists of four Trustees. None of the Trustees is an “interested person” (as defined in Section 2(a) (19) of the 1940 Act) of the Trust and therefore each Trustee is considered an “Independent Trustee.”

The Trustees and officers of the Trust are:

 

Name,
Address,

Age 1

  

Position(s)

Held with the
Trust

  

Term of Office
and Length of
Time Served 2

  

Principal Occupation(s)

During Past 5 Years

   Number
of
Portfolios
in the
Trust
Complex
Overseen
by
Trustee 3
  

Other Director-
ships

Held by
Trustee 4

INDEPENDENT TRUSTEES

John R. Graham

Age: 57

   Trustee; Chairman of the Board    Since 10/08; Board Chairman since 1/19    Film Composer (since 2005); Senior Vice President, Corporate Financial Development and Communications, The Walt Disney Company (2004-2005); Senior Vice President, Mergers and Acquisitions, Lehman Brothers Inc. (2000-2004).    8    None

Lawry J. Meister

Age: 56

   Trustee    Since 10/08    President, Steaven Jones Development Company, Inc. (real estate firm) (since 1995); President, Creative Office Properties (real estate firm) (since 2012).    8    None

Victoria B. Rogers

Age: 57

   Trustee    Since 4/13    President, Chief Executive Officer, and Director, The Rose Hills Foundation (since 1996).    8    Director, TCW Funds, Inc. and TCW Strategic Income Fund, Inc.

 

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Name,
Address,

Age 1

  

Position(s)

Held with the
Trust

  

Term of Office
and Length of
Time Served 2

  

Principal Occupation(s)

During Past 5 Years

   Number
of
Portfolios
in the
Trust
Complex
Overseen
by
Trustee 3
    

Other Director-
ships

Held by
Trustee 4

Eric H. Sussman

Age: 52

   Trustee; Chairman of the Audit Committee    Trustee since 9/01; Audit Chairman since 1/19    Adjunct Professor (since July 2017), Senior Lecturer (June 2011 – July 2017) and Lecturer (1995 – June 2011), Anderson Graduate School of Management, University of California, Los Angeles; President, Amber Capital, Inc. (real estate investment and financial planning firm) (since 1993); Managing Partner, Clear Capital, LLC (real estate investment firm) (since 2008).      8      None

OFFICERS

              

Turner Swan

11111 Santa

Monica Blvd.,

15 th Floor,

Los Angeles,

CA 90025

Age: 57

   President    Since 8/01    General Counsel, Secretary, and Member of the Investment Adviser or the Investment Adviser’s parent (since 2001); Compliance Officer of the Investment Adviser (since 2010).      N/A      N/A

Kurt J. Decko

11111 Santa

Monica Blvd.,

15 th Floor,

Los Angeles,

CA 90025

Age: 44

   Chief Compliance Officer and Assistant Secretary    Since 1/15    Chief Compliance Officer/Senior Legal Counsel of the Investment Adviser (since January 2015); Partner, K&L Gates LLP (2010-2014).      N/A      N/A

Eric Kleinschmidt 5

One Freedom

Valley Drive

Oaks, PA 19456

Age: 50

   Treasurer    Since 8/14    Director of Fund Accounting of the Administrator (since 2004).      N/A      N/A

Gretchen W. Corbell

11111 Santa

Monica Blvd.,

15 th Floor,

Los Angeles,

CA 90025

Age: 47

   Secretary    Since 10/11    Attorney of the Investment Adviser (since 2004).      N/A      N/A

 

37


Name,
Address,

Age 1

  

Position(s)

Held with the
Trust

  

Term of Office
and Length of
Time Served 2

  

Principal Occupation(s)

During Past 5 Years

   Number
of
Portfolios
in the
Trust
Complex
Overseen
by
Trustee 3
  

Other Director-
ships

Held by
Trustee 4

Gracie V. Fermelia

11111 Santa

Monica Blvd.,

15 th Floor,

Los Angeles,

CA 90025

Age: 57

   Vice President and Assistant Secretary    Vice President (since 1/15); Asst Sect. (since 8/01)    Chief Operating Officer and Member of the Investment Adviser or the Investment Adviser’s parent (since 2001); Chief Compliance Officer of the Investment Adviser and the Trust (2005-2015).    N/A    N/A

Dianne Descoteaux 5

One Freedom

Valley Drive

Oaks, PA 19456

Age: 41

   Vice President and Assistant Secretary    Since 8/18    Corporate Counsel of the Administrator (since 2010).    N/A    N/A

 

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 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 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 the Investment Adviser serves as investment adviser. As of the date hereof, the Trust Complex consists of one investment company with six portfolios – International Value Fund, Global Value Fund, Emerging Markets Fund, International Opportunities Fund, Global Absolute Return Fund, and International Small Cap Fund – and one investment company with two portfolios – International Value NextShares and Global Value NextShares.

4  

Directorships of companies required to report to the Commission under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the 1940 Act.

5  

These officers of the Trust also serve as officers of one or more mutual funds for which SEI Investments Company or an affiliate acts as investment manager, administrator or distributor.

The following provides information in addition to that set forth in the table above regarding relevant qualifications, experience, attributes or skills of each Trustee.

John R. Graham: Mr. Graham joined the Board in 2008, was Chairman of the Audit Committee from 2013 through 2018, and has been Chairman of the Board since January 2019. Mr. Graham joined the Board of Causeway ETMF Trust (the “ETMF Trust”), the other Trust in the Trust Complex, in 2017. Mr. Graham has over 20 years of experience in the financial services and investment banking industries, including holding a senior position at a large public company and senior positions with investment banking firms. He was previously a financial consultant, where he specialized in valuation, merger advice, value-based management, and other finance-related work. Mr. Graham holds an MBA.

Lawry J. Meister: Ms. Meister joined the Board in 2008 and joined the Board of the ETMF Trust in 2017. Ms. Meister has extensive experience in the investment banking, management consulting, and commercial real estate industries. Since 1995, she has been President of a development company specializing in the management of commercial real estate primarily in Southern California. Other experience includes positions in marketing, as a

 

38


business analyst and as a financial analyst. Ms. Meister holds an MBA. She serves on the Board of Trustees of Wellesley College and previously served on the Board of Trustees of St. Matthew’s Parish School (Pacific Palisades, CA).

Victoria B. Rogers: Ms. Rogers joined the Board in 2013 and joined the Board of the ETMF Trust in 2017. Ms. Rogers is President, Chief Executive Officer, and Director of The Rose Hills Foundation, a $500 million foundation based in Los Angeles, California. She also serves on the Boards of Trustees of Stanford University and the Norton Simon Museum. Ms. Rogers serves on the boards of two other mutual funds. Previously, Ms. Rogers served on the Boards of Trustees of The Chandler School (Pasadena, California), Polytechnic School (Pasadena, California), The Hotchkiss School (Lakeville, Connecticut), USA Water Polo, and the YMCA of Metropolitan Los Angeles. Ms. Rogers has substantial experience in the area of taxes, accounting, non-profit organizations and foundation management, having been previously employed by Deloitte & Touche LLP, Security Pacific Bank and The Whittier Trust Company.

Eric H. Sussman: Mr. Sussman has been a Trustee since the inception of the Trust in October 2001, was Chairman of the Audit Committee from 2004 to 2013, Chairman of the Board from 2013 through 2018, and has been Chairman of the Audit Committee since January 2019. Mr. Sussman joined the Board of the ETMF Trust in 2017. Since 1995, Mr. Sussman has been a Lecturer (Senior Lecturer since 2011) and, since 2017, an Adjunct Professor at the University of California, Los Angeles, Anderson Graduate School of Management, where he has taught accounting, financial reporting, finance, and real estate investment and finance. Since 1993, he has been President or Managing Member of a real estate development and management company. Since 2008, he has been a Managing Member of a real estate investment firm. Mr. Sussman holds an MBA, and is a Certified Public Accountant. Mr. Sussman was an independent Trustee and Chairman of the Board of a U.S. value equity mutual fund that closed in 2010.

The Board believes that each Trustee on an individual basis and in combination with the other Trustees is qualified to serve on the Board. Among other things, the Board considered each Trustee’s experience, qualifications, attributes and skills, as well as the actual service and commitment of each Trustee during his or her tenure on the Board. Notwithstanding the accomplishments noted above, none of the Independent Trustees is considered an “expert” within the meaning of the federal securities laws with respect to information in the Fund’s registration statement.

Board Structure

An Independent Trustee serves as Chair of the Board. The Independent Chair’s responsibilities include presiding at all meetings of the Board and all meetings of the Independent Trustees, approving Board meeting schedules and agendas, and serving as a liaison among the other Trustees, and with Trust officers and management personnel.

The Board holds four regularly scheduled in-person meetings each year. The Board holds special meetings as needed, including a special meeting to review materials in advance of the Board’s consideration of renewal of the Funds’ Investment Advisory Agreements, either in person or by telephone, to address matters arising between regular meetings. The Independent Trustees meet separately at meetings of the Board without management present, as needed.

The Board conducts a self-assessment on an annual basis, and considers whether the structure of the Board and its Committees are appropriate under the circumstances. As part of this self-assessment, the Board considers several factors, including the number of funds overseen by the Board.

The Board sets broad policies for the Trust and appoints Trust officers. The Board oversees the performance of the Investment Adviser and the Trust’s other service providers. As part of its oversight function, the Board monitors the Investment Adviser’s risk management activities, including, as applicable, its management of

 

39


investment, compliance and operational risks, through the receipt of periodic reports and presentations. The Board relies on Trust officers, advisory personnel and service providers to manage applicable risks and report exceptions to the Board to enable it to exercise its oversight responsibility. To this end, the Board receives reports from such parties at least quarterly, including, but not limited to, reports on risk, investment performance, portfolio composition and characteristics, marketing, shareholder service fees, brokerage commissions, and valuation. Similarly, the Board receives quarterly reports from the Trust’s chief compliance officer (“CCO”), including, but not limited to, reports on various aspects of the Trust’s compliance program, and the Independent Trustees have an opportunity to meet separately each quarter with the CCO. The CCO typically provides the Board with updates regarding the Trust’s compliance policies and procedures, including any enhancements, and provides a written report discussing the Trust’s compliance program at least annually. The Board expects all parties, including, but not limited to, the Investment Adviser, service providers and the CCO, to inform the Board on an intra-quarter basis if a material issue arises that requires the Board’s oversight.

The Board generally exercises its oversight as a whole, but has delegated certain oversight functions to an Audit Committee and a Nominating Committee. The functions of these Committees are discussed below.

The Audit Committee and Nominating Committee are both comprised of all of the Trustees of the Trust who are Independent Trustees. The Audit Committee operates under a written charter and its purposes are: (i) to oversee the accounting and financial reporting processes of the Trust and its internal control over financial reporting and, as the Committee deems appropriate, to inquire into the internal control over financial reporting of certain third-party service providers; (ii) to oversee the quality and integrity of the Trust’s financial statements and the independent audit thereof; (iii) to oversee, or, as appropriate, assist Board oversight of, the Trust’s compliance with legal and regulatory requirements that relate to the Trust’s accounting and financial reporting, internal control over financial reporting and independent audits; (iv) to approve the engagement of the Trust’s independent auditors and, in connection therewith, to review and evaluate the qualifications, independence and performance of the Trust’s independent auditors; and (v) to act as liaison between the Trust’s independent auditors and the full Board.

The purpose of the Nominating Committee is to nominate persons to serve as Independent Trustees. Meetings of the Nominating Committee are called on an “as needed” basis, and held as often as deemed appropriate by the Nominating Committee. The Nominating Committee operates under a written charter and it may consider candidates suggested by, among others, members of the Board, if any, who are interested persons of the Trust and the Investment Adviser. Any shareholder of the Trust may submit names of individuals to be considered by the Nominating Committee or the Board, 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 applicable shareholder meeting, and (ii) that the Nominating Committee or the Board, as applicable, shall make the final determination of persons to be nominated. During the fiscal year ended September 30, 2018, the Audit Committee held three meetings, and the Nominating Committee did not hold any meetings.

During the fiscal year ended September 30, 2018, fees paid to the Independent Trustees for their services as Trustees aggregated $422,500. The Trust does not pay salaries to any of its officers or fees to any of its Trustees, if any, affiliated with the Investment Adviser. Each Independent Trustee receives a quarterly meeting fee of $22,500. In addition, the Audit Committee Chair receives an annual retainer of $25,000 and the Chair receives an annual retainer of $25,000. These expenses will be allocated on the basis of relative asset size among the Funds. The Independent Trustees separately receive compensation from the other registered investment company

 

40


overseen by the Trustees. The following table sets forth information concerning approximate fees paid to, and retirement benefits accrued for, Independent Trustees during the fiscal year ended September 30, 2018:

 

Name of Trustee

   Aggregate
Compensation
from the
Fund
     Pension or
Retirement
Benefits Accrued
as Part of Fund
Expenses
   Estimated Annual
Benefits Upon
Retirement
   Total Compensation
from Fund
Complex* Paid to
Trustees
 

John R. Graham

   $ 119,400      None    None    $ 130,000  

Lawry J. Meister

   $ 91,850      None    None    $ 100,000  

Victoria B. Rogers

   $ 91,850      None    None    $ 100,000  

Eric H. Sussman

   $ 119,400      None    None    $ 130,000  

 

*

As of the date hereof, the “Fund Complex” consists of one investment company with six portfolios – International Value Fund, Global Value Fund, Emerging Markets Fund, International Opportunities Fund, Global Absolute Return Fund and International Small Cap Fund – and one investment company with two portfolios – International Value NextShares and Global Value NextShares.

The following table discloses the dollar range of equity securities beneficially owned by each Trustee (i) in the Funds and (ii) on an aggregate basis in any registered investment companies overseen by the Trustee within the same family of investment companies as the Trust as of January 1, 2019:

 

Name of Trustee  

Dollar Range of
Equity

Securities in the
International
Value Fund

 

Dollar Range of
Equity

Securities in the
Global Value
Fund

 

Dollar Range of
Equity

Securities in the
Emerging Markets
Fund

 

Dollar Range
of Equity

Securities in
the
International
Opportunities
Fund

 

Dollar Range of
Equity

Securities in the
Global Absolute
Return Fund

 

Dollar Range of
Equity

Securities in the
International Small
Cap Fund

 

Aggregate
Dollar Range of
Equity

Securities in All
Registered

Investment
Companies
Overseen by
Trustee in
Family of
Investment
Companies*

John R. Graham

  $10,001 - $50,000   None   $10,001 - $50,000   None   Over $100,000   None   Over $100,000

Lawry J. Meister

  Over $100,000   None   Over $100,000   $1 - $10,000   $10,000 - $50,000   $10,000 - $50,000   Over $100,000

Victoria B. Rogers

  Over $100,000   None   None   None   None   None   Over $100,000

Eric H. Sussman

  Over $100,000   Over $100,000   Over $100,000   None   $10,001 - $50,000   None   Over $100,000

 

*

As of the date hereof, the Trust’s Family of Investment Companies consists of one investment company with six portfolios – International Value Fund, Global Value Fund, Emerging Markets Fund, International Opportunities Fund, Global Absolute Return Fund, and International Small Cap Fund – and one investment company with two portfolios – International Value NextShares and Global Value NextShares.

As of January 1, 2019, none of the Independent Trustees or their immediate family members beneficially owned any securities in any investment adviser or principal underwriter of the Trust, or in any person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Trust.

The Trustees receive fees and are reimbursed for expenses for each meeting of the Board attended. No employee, officer or stockholder of the Administrator and/or the Distributor receives any compensation directly from the Trust for serving as an officer. The Administrator and/or the Distributor receive administration, fund accounting and fund servicing fees from the Funds. See “Advisory Arrangements,” “Administration Arrangements” and “Distribution Arrangements” below.

 

41


The following table lists the officers of the Trust who hold positions with affiliated persons or the principal underwriter of the Trust:

 

Name    Position Held with Affiliated Person or Principal Underwriter

Turner Swan

   General Counsel, Compliance Officer, Secretary and Member of the Investment Adviser or its parent

Kurt J. Decko

   Chief Compliance Officer/Senior Legal Counsel of the Investment Adviser

Gretchen W. Corbell

Gracie V. Fermelia

  

Attorney and Assistant Secretary of the Investment Adviser or its parent

Chief Operating Officer and Member of the Investment Adviser or its parent

Advisory Arrangements

Investment Advisory Services and Fee. The Trust, on behalf of each Fund, has entered into an investment advisory agreement (the “Advisory Agreements”) with the Investment Adviser. Subject to the oversight of the Trustees, the Investment Adviser is responsible for the actual management of the Funds and continuously reviews the Funds’ holdings in light of its own research analysis and that from other relevant sources. The Investment Adviser is responsible for making decisions to buy, sell or hold particular securities. The Investment Adviser provides all office space, facilities, equipment and necessary personnel for management of the Funds.

The Investment Adviser receives for its services to the International Value Fund a monthly fee at an annual rate of 0.80% of the International Value Fund’s average daily net assets. For purposes of this calculation, average daily net assets is determined at the end of each month based on the average of the net assets of the International Value Fund for each day during the month. Pursuant to an expense limit agreement, dated January 31, 2019, the Investment Adviser has agreed to limit the International Value Fund’s annual operating expenses (excluding brokerage fees and commissions, shareholder service fees, interest, taxes, fees and expenses of other funds in which the International Value Fund invests, and extraordinary expenses) to 1.05% of the average daily net assets of each of the Institutional Class and Investor Class shares until January 31, 2020. Since shareholder service fees are excluded from the expense limit, net Investor Class expenses will normally be higher than net Institutional Class expenses. For the fiscal year ended September 30, 2018, the International Value Fund paid the Investment Adviser an advisory fee of $68,545,830; for the fiscal year ended September 30, 2017, the International Value Fund paid the Investment Adviser an advisory fee of $54,393,499; and for the fiscal year ended September 30, 2016, the International Value Fund paid the Investment Adviser an advisory fee of $48,887,752. No fees were waived during these years. Under the expense limit agreement, the Investment Adviser may not assert any right to reimbursement.

The Investment Adviser receives for its services to the Global Value Fund a monthly fee at an annual rate of 0.80% of the Global Value Fund’s average daily net assets. As of August 1, 2012, the advisory fee was reduced from 0.85% of the Global Value Fund’s average daily net assets to its current rate. For purposes of the calculation, average daily net assets is determined at the end of each month based on the average of the net assets of the Global Value Fund for each day during the month. Pursuant to an expense limit agreement, dated January 31, 2019, the Investment Adviser has agreed to limit the Global Value Fund’s annual operating expenses (excluding brokerage fees and commissions, shareholder service fees, interest, taxes, fees and expenses of other funds in which the Global Value Fund invests, and extraordinary expenses) to 1.05% of the average daily net assets of each of the Institutional Class and Investor Class shares until January 31, 2020. Since shareholder service fees are excluded from the expense limit, net Investor Class expenses will normally be higher than net Institutional Class expenses. For the fiscal year ended September 30, 2018, the Investment Adviser earned from the Global Value Fund an advisory fee of $859,488, of which $32,468 was waived; for the fiscal year ended September 30, 2017, the Global Value Fund paid the Investment Adviser an advisory fee of $907,883, none of which was waived; and for the fiscal year ended September 30, 2016, the Investment Adviser earned from the Global Value Fund an advisory fee of $831,182, of which $3,557 was waived. Under the expense limit agreement, the Investment Adviser may not assert any right to reimbursement of any amounts waived or reimbursed.

 

42


The Investment Adviser receives for its services to the Emerging Markets Fund a monthly fee at an annual rate of 1.00% of the Emerging Markets Fund’s average daily net assets. For purposes of this calculation, average daily net assets is determined at the end of each month based on the average of the net assets of the Emerging Markets Fund for each day during the month. Pursuant to an expense limit agreement, dated January 31, 2019, the Investment Adviser has agreed to limit the Emerging Markets Fund’s annual operating expenses (excluding brokerage fees and commissions, shareholder service fees, interest, taxes, fees and expenses of other funds in which the Emerging Markets Fund invests, and extraordinary expenses) to 1.35% of the average daily net assets of each of the Institutional Class and Investor Class shares until January 31, 2020. Since shareholder service fees are excluded from the expense limit, net Investor Class expenses will normally be higher than net Institutional Class expenses. For the fiscal year ended September 30, 2018, the Emerging Markets Fund paid the Investment Adviser an advisory fee of $49,292,340; for the fiscal year ended September 30, 2017, the Emerging Markets Fund paid the Investment Adviser an advisory fee of $35,158,597; and for the fiscal year ended September 30, 2016, the Emerging Markets Fund paid the Investment Adviser an advisory fee of $24,708,361. No fees were waived during these years. Under the expense limit agreement, the Investment Adviser may not assert any right to reimbursement of any amounts waived or reimbursed.

The Investment Adviser receives for its services to the International Opportunities Fund a monthly fee at an annual rate of 0.80% of the International Opportunities Fund’s average daily net assets. For purposes of this calculation, average daily net assets is determined at the end of each month based on the average of the net assets of the International Opportunities Fund for each day during the month. Pursuant to an expense limit agreement, dated January 31, 2019, the Investment Adviser has agreed to limit the International Opportunities Fund’s annual operating expenses (excluding brokerage fees and commissions, shareholder service fees, interest, taxes, fees and expenses of other funds in which the International Opportunities Fund invests, and extraordinary expenses) to 1.05% of the average daily net assets of each of the Institutional Class and Investor Class shares until January 31, 2020. Since shareholder service fees are excluded from the expense limit, net Investor Class expenses will normally be higher than net Institutional Class expenses. For the fiscal year ended September 30, 2018, the Investment Adviser earned from the International Opportunities Fund an advisory fee of $1,319,333, of which $4,773 was waived; for the fiscal year ended September 30, 2017, the Investment Adviser earned from the International Opportunities Fund an advisory fee of $809,194, of which $177,897 was waived; and for the fiscal year ended September 30, 2016, the Investment Adviser earned from the International Opportunities Fund an advisory fee of $1,065,666, of which $50,903 was waived. Under the expense limit agreement, the Investment Adviser may not assert any right to reimbursement of any amounts waived or reimbursed.

The Investment Adviser receives for its services to the Global Absolute Return Fund a monthly fee at an annual rate of 1.10% of the Global Absolute Return Fund’s average daily net assets (1.50% prior to September 1, 2017). For purposes of this calculation, average daily net assets is determined at the end of each month based on the average of the net assets of the Global Absolute Return Fund for each day during the month. Pursuant to an expense limit agreement, dated January 31, 2019, the Investment Adviser has agreed to limit the Global Absolute Return Fund’s annual operating expenses (excluding swap agreement financing charges and transaction costs, borrowing expenses, dividend expenses on securities sold short, brokerage fees and commissions, interest, taxes, shareholder service fees, fees and expenses of other funds in which the Fund invests, and extraordinary expenses) to 1.35% of the average daily net assets of each of the Institutional Class and Investor Class shares until January 31, 2020. Prior to May 9, 2017, the limit was 1.75% of the average daily net assets of each of the Institutional Class and Investor Class shares. Since shareholder service fees are excluded from the expense limit, net Investor Class expenses will normally be higher than net Institutional Class expenses. For the fiscal year ended September 30, 2018, the Investment Adviser earned from the Global Absolute Return Fund an advisory fee of $449,015, of which $114,927 was waived; for the fiscal year ended September 30, 2017, the Investment Adviser earned from the Global Absolute Return Fund an advisory fee of $993,731, of which $99,414 was waived; and for the fiscal year ended September 30, 2016, the Investment Adviser earned from the Global Absolute Return Fund an advisory fee of $1,191,029, of which $17,911 was waived. Under the expense limit agreement, the Investment Adviser may not assert any right to reimbursement of any amounts waived or reimbursed.

 

43


The Investment Adviser receives for its services to the International Small Cap Fund a monthly fee at an annual rate of 1.00% of the International Small Cap Fund’s average daily net assets. For purposes of this calculation, average daily net assets is determined at the end of each month based on the average of the net assets of the International Small Cap Fund for each day during the month. Pursuant to an expense limit agreement, dated July 1, 2018, the Investment Adviser has agreed to limit the International Small Cap Fund’s annual operating expenses (excluding brokerage fees and commissions, shareholder service fees, interest, taxes, fees and expenses of other funds in which the International Small Cap Fund invests, and extraordinary expenses) to 1.15% of the average daily net assets of each of the Institutional Class and Investor Class shares until January 31, 2020. Since shareholder service fees are excluded from the expense limit, net Investor Class expenses will normally be higher than net Institutional Class expenses. For the fiscal year ended September 30, 2018, the Investment Adviser earned from the International Small Cap Fund an advisory fee of $257,507, of which $186,743 was waived; for the fiscal year ended September 30, 2017, the Investment Adviser earned from the International Small Cap Fund an advisory fee of $101,841, all of which was waived; and for the fiscal period ended September 30, 2016, the Investment Adviser earned from the International Small Cap Fund an advisory fee of $91,229, all of which was waived. Under the expense limit agreement, the Investment Adviser may not assert any right to reimbursement of any amounts waived or reimbursed.

Payment of Fund Expenses . The Advisory Agreements obligate the Investment Adviser to provide investment advisory services and to pay for maintaining its staff and personnel and to provide office space, facilities and necessary personnel for the Funds. The Investment Adviser is also obligated to pay the fees of all Trust officers and Trustees who are affiliated persons of the Investment Adviser. In addition, the Investment Adviser paid expenses associated with the organization of the Global Value Fund, the Emerging Markets Fund, the International Opportunities Fund, the Global Absolute Return Fund and the International Small Cap Fund. Each Fund pays, or causes to be paid, all other expenses incurred in its operations, including, among other items, taxes, expenses for legal, auditing and tax services, costs of printing proxies, shareholder reports and copies of the Registration Statement, charges of the custodian, any sub-custodian, the transfer agent and any sub-transfer agent, expenses of portfolio transactions, expenses of redemption of shares, Commission fees, expenses of registering the shares under Federal, state or foreign laws, fees and actual out-of-pocket expenses of Independent Trustees, accounting and pricing costs (including the daily calculation of NAV), insurance, interest, brokerage costs, litigation and other extraordinary or non-recurring expenses, and other expenses properly payable by the Fund. The Global Absolute Return Fund bears the costs associated with its swap agreements.

Organization of the Investment Adviser . The Investment Adviser is a Delaware limited liability company and a wholly-owned subsidiary of Causeway Capital Holdings LLC. Sarah H. Ketterer and Harry W. Hartford, chief executive officer and president of the Investment Adviser, respectively, each controls Causeway Capital Holdings LLC and, in turn, the Investment Adviser, through his or her executive office and voting control of Causeway Capital Holdings LLC.

Duration and Termination . Unless earlier terminated as described below, the Advisory Agreements for each Fund will remain in effect through September 20, 2019, and from year to year thereafter if approved annually (a) by the Board or by a majority of the outstanding shares of the Fund and (b) by a majority of the Trustees of the Trust who are not parties to the Advisory Agreement or interested persons (as defined in the 1940 Act) of any such party. Each Advisory Agreement is not assignable and will automatically terminate in the event of its assignment. In addition, such contract may be terminated with respect to a Fund by the vote of a majority of the outstanding voting securities of the relevant Fund or by the Investment Adviser without penalty on 60 days’ written notice to the other party.

Limitation of Liability . The Advisory Agreement provides that the Investment Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund, the Trust or any of its shareholders, in connection with the matters to which the Advisory Agreement relates, except to the extent that such a loss results from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under the Advisory Agreement.

 

 

44


CPO Registration. The Investment Adviser is a “commodity pool operator” under the CEA for the Global Absolute Return Fund.

Portfolio Managers

Other Accounts Managed

The following table discloses information concerning other accounts managed by portfolio managers of the International Value Fund, Global Value Fund, International Opportunities Fund, and Global Absolute Return Fund, as of September 30, 2018 (as of January 8, 2019 for Mr. Nguyen):

 

Name of

Portfolio Manager

 

Number of Other Accounts Managed

and Assets by Account Type

  Number of Accounts and Assets for Which
Advisory Fee is Performance-Based
 

Registered
Investment
Companies

 

Other Pooled
Investment
Vehicles

 

Other accounts

  Registered
Investment
Companies
  Other Pooled
Investment
Vehicles
 

Other accounts

Sarah H. Ketterer

  15 ($9.465 billion)   23 ($6.276 billion)   133 ($26.342 billion)   0   0   6 ($1.483 billion)

Harry W. Hartford

  15 ($9.465 billion)   23 ($6.276 billion)   102 ($26.261 billion)   0   0   6 ($1.483 billion)

James A. Doyle

  15 ($9.465 billion)   23 ($6.276 billion)   130 ($26.270 billion)   0   0   6 ($1.483 billion)

Jonathan P. Eng

  15 ($9.465 billion)   23 ($6.276 billion)   98 ($26.264 billion)   0   0   6 ($1.483 billion)

Conor Muldoon

  15 ($9.465 billion)   23 ($6.276 billion)   102 ($26.257 billion)   0   0   6 ($1.483 billion)

Foster Corwith

  15 ($9.465 billion)   23 ($6.276 billion)   96 ($26.258 billion)   0   0   6 ($1.483 billion)

Alessandro Valentini

  15 ($9.465 billion)   23 ($6.276 billion)   96 ($26.256 billion)   0   0   6 ($1.483 billion)

Ellen Lee

  15 ($9.465 billion)   23 ($6.276 billion)   93 ($26.255 billion)   0   0   6 ($1.483 billion)

Steven Nguyen

  14 ($8.025 billion)   23 ($6.150 billion)   100 ($22.204 billion)   0   0   8 ($1.778 billion)

These portfolio managers also manage their own personal accounts and other accounts, including accounts for corporations, pension plans, public retirement plans, sovereign wealth funds, superannuation funds, Taft-Hartley pension plans, endowments and foundations, mutual funds and other collective investment vehicles, charities, private trusts, wrap fee programs, and other institutions (collectively, “Other Accounts”). The Other Accounts include the series of Causeway ETMF Trust, which are part of the Funds’ Fund Complex. In managing certain of the Other Accounts, the portfolio managers employ investment strategies similar to those used in managing the Funds, subject to certain variations in investment restrictions. The portfolio managers purchase and sell securities (or obtain exposures) for the Funds they manage that they also recommend to Other Accounts. The portfolio managers at times give advice or take action with respect to certain accounts that differs from the advice given other accounts with similar investment strategies. Certain of the Other Accounts may pay higher or lower management fee rates than the Funds or pay performance-based fees to the Investment Adviser. The Investment Adviser has investments in certain of the Funds. Almost all of the portfolio managers have personal investments in one or more of the Funds. Ms. Ketterer and Mr. Hartford each holds (through estate planning vehicles) a controlling voting interest in the Investment Adviser’s parent holding company and Messrs. Doyle, Eng, Muldoon, Corwith, Valentini and Nguyen and Ms. Lee (directly or through estate planning vehicles) have minority ownership interests in the Investment Adviser’s parent holding company.

The following table discloses information concerning other accounts managed by portfolio managers of the Emerging Markets Fund, International Small Cap Fund, International Opportunities Fund, and Global Absolute Return Fund, as of September 30, 2018:

 

Name of

Portfolio Manager

  Number of Other Accounts Managed
and Assets by Account Type
    Number of Accounts and Assets for
Which Advisory Fee is Performance-Based
 
  Registered
Investment
Companies
    Other Pooled
Investment
Vehicles
    Other accounts     Registered
Investment
Companies
    Other Pooled
Investment
Vehicles
    Other accounts  

Arjun Jayaraman

    3 ($.835 billion)       6 ($1.111 billion)       10 ($5.077 billion)       0       0       2($.874 billion)  

MacDuff Kuhnert

    3 ($.835 billion)       6 ($1.111 billion)       10 ($5.077 billion)       0       0       2($.874 billion)  

Joe Gubler

    3 ($.835 billion)       6 ($1.111 billion)       10 ($5.077 billion)       0       0       2($.874 billion)  

 

45


These portfolio managers also manage their own personal accounts and Other Accounts. In managing certain of the Other Accounts, the portfolio managers employ investment strategies similar to those used in managing the Funds, subject to certain variations in investment restrictions. The portfolio managers purchase and sell securities (or obtain exposures) for the Funds that they also recommend to Other Accounts. The portfolio managers at times give advice or take action with respect to certain accounts that differs from the advice given other accounts with similar investment strategies. Certain of the Other Accounts may pay higher or lower management fee rates than the Funds or pay performance-based fees to the Investment Adviser. The Investment Adviser has investments in certain of the Funds. The portfolio managers have personal investments in one or more of the Funds, and have minority ownership interests in the Investment Adviser’s parent holding company.

Actual or potential conflicts of interest arise from the Funds’ portfolio managers’ management responsibilities with respect to the Other Accounts and their own personal accounts. These responsibilities may cause portfolio managers to devote unequal time and attention across client accounts and the differing fees, incentives and relationships with the various accounts provide incentives to favor certain accounts. The Investment Adviser has written compliance policies and procedures designed to mitigate or manage these conflicts of interest. These include policies and procedures to seek fair and equitable allocation of investment opportunities (including IPOs and new issues) and trade allocations among all client accounts and policies and procedures concerning the disclosure and use of portfolio transaction information. The Investment Adviser has a policy that it will not enter into a short position in a security on behalf of any Fund or other client account if, at the time of entering into the short position, a Fund or any other client account managed by the Investment Adviser holds a long position in a security of the issuer. The Investment Adviser also has a Code of Ethics which, among other things, limits personal trading by portfolio managers and other employees of the Investment Adviser. There is no guarantee that any such policies or procedures will cover every situation in which a conflict of interest arises.

Compensation

Ms. Ketterer and Mr. Hartford, the chief executive officer and president of the Investment Adviser, respectively, receive annual salary and are entitled, as controlling owners of the firm’s parent holding company, to distributions of the holding company’s profits based on their ownership interests. They do not receive incentive compensation. The other portfolio managers receive salary and may receive incentive compensation (including potential cash, awards of growth units, or awards of equity units). Portfolio managers also receive, directly or through estate planning vehicles, distributions of profits based on their minority ownership interests in the firm’s parent holding company. The Investment Adviser’s Compensation Committee, weighing a variety of objective and subjective factors, determines salary and incentive compensation and, subject to approval of the holding company’s Board of Managers, may award equity units. Portfolios are team-managed and salary and incentive compensation are not based on the specific performance of a Fund or any single client account managed by the Investment Adviser, but take into account the performance of the individual portfolio manager, the relevant team, and the Investment Adviser’s overall performance and financial results. For “fundamental” portfolio managers ( i.e. , those who are not members of the quantitative research team), the performance of stocks selected for Fund and client portfolios within a particular industry or sector over a multi-year period relative to appropriate benchmarks will be relevant for portfolio managers assigned to that industry or sector. The Investment Adviser takes into account both quantitative and qualitative factors when determining the amount of incentive compensation awarded, including the following factors: individual research contribution, portfolio and team management contribution, group research contribution, client service and recruiting contribution, and other contributions to client satisfaction and firm development.

 

46


Ownership of Securities

The following table discloses the dollar range of equity securities beneficially owned by each portfolio manager in the International Value Fund as of September 30, 2018 (as of January 8, 2019 for Mr. Nguyen):

 

Name of Portfolio Manager    Dollar Range of
Equity Securities in
the International
Value Fund

Sarah H. Ketterer

   Over $1,000,000

Harry W. Hartford

   Over $1,000,000

James A. Doyle

   $100,001 - $500,000

Jonathan P. Eng

   None

Conor Muldoon

   $100,001 - $500,000

Foster Corwith

   $50,001 - $100,000

Alessandro Valentini

   $50,001 - $100,000

Ellen Lee

   $100,001 - $500,000

Steven Nguyen

   $10,001-$50,000

The following table discloses the dollar range of equity securities beneficially owned by each portfolio manager in the Global Value Fund as of September 30, 2018 (as of January 8, 2019 for Mr. Nguyen):

 

Name of Portfolio Manager    Dollar Range of
Equity Securities in
the Global
Value Fund

Sarah H. Ketterer

   Over $1,000,000

Harry W. Hartford

   $100,001 - $500,000

James A. Doyle

   $100,001 - $500,000

Jonathan P. Eng

   None

Conor Muldoon

   $100,001 - $500,000

Foster Corwith

   $10,001 - $50,000

Alessandro Valentini

   $10,001 - $50,000

Ellen Lee

   $50,001 - $100,000

Steven Nguyen

   $50,001 - $100,000

The following table discloses the dollar range of equity securities beneficially owned by each portfolio manager in the Emerging Markets Fund as of September 30, 2018:

 

Name of Portfolio Manager    Dollar Range of
Equity Securities in
the Emerging
Markets Fund

Arjun Jayaraman

   $100,001 - $500,000

MacDuff Kuhnert

   $100,001 - $500,000

Joe Gubler

   $100,001 - $500,000

The following table discloses the dollar range of equity securities beneficially owned by each portfolio manager in the International Opportunities Fund as of September 30, 2018 (as of January 8, 2019 for Mr. Nguyen):

 

Name of Portfolio Manager    Dollar Range of
Equity Securities in
the International
Opportunities Fund

Sarah H. Ketterer

   Over $1,000,000

Harry W. Hartford

   $100,001 - $500,000

James A. Doyle

   None

 

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Name of Portfolio Manager    Dollar Range of
Equity Securities in
the International
Opportunities Fund

Jonathan P. Eng

   None

Conor Muldoon

   None

Foster Corwith

   None

Alessandro Valentini

   None

Ellen Lee

   None

Steven Nguyen

   None

Arjun Jayaraman

   None

MacDuff Kuhnert

   None

Joe Gubler

   $10,001 - $50,000

The following table discloses the dollar range of equity securities beneficially owned by each portfolio manager in the Global Absolute Return Fund as of September 30, 2018 (as of January 8, 2019 for Mr. Nguyen):

 

Name of Portfolio Manager    Dollar Range of
Equity Securities in
the Global Absolute
Return Fund

Sarah H. Ketterer

   Over $1,000,000

Harry W. Hartford

   $50,001 - $100,000

James A. Doyle

   $50,001 - $100,000

Jonathan P. Eng

   None

Conor Muldoon

   $10,001 - $50,000

Foster Corwith

   None

Alessandro Valentini

   $10,000 - $50,000

Ellen Lee

   $50,000-$100,000

Steven Nguyen

   None

Arjun Jayaraman

   $100,001 - $500,000

MacDuff Kuhnert

   $100,001 - $500,000

Joe Gubler

   $100,001 - $500,000

The following table discloses the dollar range of equity securities beneficially owned by each portfolio manager in the International Small Cap Fund as of September 30, 2018:

 

Name of Portfolio Manager    Dollar Range of
Equity Securities in
the International
Small Cap Fund

Arjun Jayaraman

   $100,001 - $500,000

MacDuff Kuhnert

   $100,001 - $500,000

Joe Gubler

   $100,001 - $500,000

Administration Arrangements

The Administrator is a Delaware statutory trust and has its principal business offices at One Freedom Valley Drive, Oaks, Pennsylvania 19456. SEI Investments Management Corporation, a wholly-owned subsidiary of SEI Investments Company (“SEI Investments”), is the owner of all beneficial interest in the Administrator. SEI Investments and its subsidiaries and affiliates, including the Administrator, are leading providers of funds evaluation services, trust accounting systems and brokerage and information services to financial institutions, institutional investors and money managers.

The Trust and the Administrator have entered into an administration agreement (the “Administration Agreement”). Under the Administration Agreement, as amended, the Administrator provides the Trust with

 

48


administrative services, including portfolio accounting, regulatory reporting and all necessary office space, equipment, personnel and facilities for such services. For these administrative services, the Trust pays the Administrator tiered asset based fees, calculated based on the aggregate average daily net assets of the Trust, subject to a minimum fee. The Administrator’s fee is charged to each Fund in proportion to such Fund’s net assets.

For the fiscal years ended September 30, 2018, 2017, and 2016, the International Value Fund paid the Administrator administration fees of $2,306,326, $1,979,260, and $1,890,076, respectively. For the fiscal years ended September 30, 2018, 2017, and 2016, the Global Value Fund paid the Administrator administration fees of $29,240, $33,479, and $32,501, respectively. For the fiscal years ended September 30, 2018, 2017, and 2016, the Emerging Markets Fund paid the Administrator administration fees of $1,341,813, $1,033,482, and $772,193, respectively. For the fiscal years ended September 30, 2018, 2017, and 2016, the International Opportunities Fund paid the Administrator administration fees of $44,897, $29,712, and $41,763, respectively. For the fiscal years ended September 30, 2018, 2017, and 2016, the Global Absolute Return Fund paid the Administrator administration fees of $25,000, $25,125, and $25,414, respectively. For the fiscal years ended September 30, 2018, 2017, and 2016, the International Small Cap Fund paid the Administrator administration fees of $20,000, $19,986, and $20,014, respectively.

The Administration Agreement provides that the Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties under the Administration Agreement, except a loss resulting from willful misfeasance, bad faith or negligence on the part of the Administrator in the performance of its duties or from reckless disregard by it of its duties and obligations thereunder. The Administration Agreement remains in effect through October 31, 2020 and, thereafter, for successive periods of one year unless terminated by either party on not less than 90 days’ prior written notice to the other party.

Distribution Arrangements

The Distributor, a wholly owned subsidiary of SEI Investments, has its principal business offices at One Freedom Valley Drive, Oaks, PA 19456. The Distributor and the Trust are parties to a distribution agreement (the “Distribution Agreement”). The Distributor does not receive compensation from the Funds for distribution of shares of the Funds. Pursuant to an agreement between the Investment Adviser and the Distributor, the Investment Adviser pays out of its own resources for all distribution services provided to the Funds under the Distribution Agreement.

Unless earlier terminated as described below, the Distribution Agreement for each Fund will remain in effect through September 20, 2019 and from year to year thereafter if approved annually (a) by the Board of the Trust or by a majority of the outstanding shares of the Fund and (b) by a majority of the Trustees of the Trust who are not parties to the Distribution Agreement or interested persons (as defined in the 1940 Act) of any such party. The Distribution Agreement may be terminated with respect to any of the Funds by the Distributor, by a majority vote of the Trustees who are not interested persons and have no financial interest in the Distribution Agreement or by a majority vote of the outstanding securities of the Fund upon not more than 60 days’ written notice by either party, or upon assignment by the Distributor.

Shareholder Service Arrangements

The Trust has adopted a Shareholder Service Plan and Agreement for the Investor Class shares of each Fund (the “Service Plan”) pursuant to which the Distributor is authorized to pay compensation to financial institutions (each a “Service Provider”) that agree to provide certain non-distribution shareholder support services for their customers or account holders who are the beneficial or record owners of shares of the Fund. In consideration for such services, a Service Provider is compensated by the Fund whose shareholders it services (through the Distributor) at a maximum annual rate of up to 0.25% of the average daily NAV of shares of the Fund serviced by the Service Provider.

 

 

49


The Distributor and/or the Funds may enter into a Shareholder Service Provider Agreement with a Service Provider pursuant to which the Service Provider agrees to provide certain shareholder support services to its customers who own shares of a Fund. Such shareholder support services may include, but are not limited to, (i) maintaining shareholder accounts; (ii) providing information periodically to shareholders showing their positions in shares; (iii) arranging for bank wires; (iv) responding to shareholder inquiries relating to the services performed by the Service Provider; (v) responding to inquiries from shareholders concerning their investments in shares; (vi) forwarding shareholder communications from the Funds (such as proxies, shareholder reports, annual and semi-annual financial statements and distribution notices and tax forms) to shareholders; (vii) processing purchase, exchange and redemption requests from shareholders and placing such orders with the applicable Fund or its service providers; (viii) assisting shareholders in changing distribution options, account designations, and addresses; (ix) providing subaccounting with respect to shares beneficially owned by shareholders; (x) processing distribution payments from the Funds on behalf of shareholders; and (xi) providing such other similar services as the Funds may reasonably request to the extent that the Service Provider is permitted to do so under applicable laws or regulations.

The Investment Adviser makes payments out of its own resources to certain financial institutions for providing services intended to result in the sale of Fund shares or for shareholder service activities. These payments by the Investment Adviser may include one or more of the following types of payments: one-time account establishment fees, annual per account fees, sales fees of up to 0.08% of sales of Fund shares, and annual asset-based charges of up to 0.16% of the average daily NAV of shares of the Fund serviced by the financial institutions. Payments to certain intermediaries are subject to annual minimums of up to $25,000. These payments may create a conflict of interest by influencing the broker or financial intermediary to recommend a Fund over another investment.

The following financial institutions are parties to agreements entitling them to receive payments from the Distributor under the Service Plan and/or the Investment Adviser from its own resources, as indicated:

 

Service Provider

  

Payments Received From

Ascensus, Inc.

   Distributor

Benefit Plan Administrative Services

   Distributor and Investment Adviser

BMO Harris Bank

   Distributor and Investment Adviser

Charles Schwab & Co., Inc.

   Distributor and Investment Adviser

CIBC World Markets Corp

   Distributor

Circle Trust Company

   Distributor

Citicorp Investment Services

   Distributor and Investment Adviser

Citigroup Global Markets Inc.

   Distributor and Investment Adviser

E*Trade Clearing LLC

   Distributor

Edward D. Jones & Co.

   Investment Adviser

Fidelity Brokerage Services LLC / National Financial Services LLC

   Distributor and Investment Adviser

Fidelity Investments Institutional Services Company, Inc.

   Distributor and Investment Adviser

Great-West Retirement Services/GWFS Equities, Inc.

   Distributor

Goldman, Sachs & Co.

   Investment Adviser

Voya Financial, Inc.

   Distributor and Investment Adviser

Howard Johnson & Co.

   Distributor

John Hancock Trust Company

   Distributor and Adviser

JPMorgan Chase Bank, N.A.

   Investment Adviser

J.P. Morgan Retirement Plan Services, LLC

   Distributor and Investment Adviser

J.P. Morgan Securities LLC

   Distributor and Investment Adviser

Lincoln Retirement Service Company, LLC

   Investment Adviser

Massachusetts Mutual Life Insurance Company

   Distributor and Investment Adviser

Mercer HR Services, LLC

   Distributor and Investment Adviser

Merrill Lynch / Financial Data Services, Inc.

   Distributor and Investment Adviser

 

50


Service Provider

  

Payments Received From

MML Investors Services LLC.

   Distributor and Investment Adviser

Mid-Atlantic Capital Corp

   Distributor

Minnesota Life Insurance Company / Securian Financial Group

   Distributor and Investment Adviser

Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. LLC

   Distributor and Investment Adviser

MSCS Financial Services, L.L.C.

   Distributor and Investment Adviser

Nationwide Financial Services, Inc.

   Distributor and Investment Adviser

NYLife Distributors LLC

   Distributor and Investment Adviser

Oppenheimer & Co. Inc.

   Distributor

Pershing LLC / BNY Mellon N.A.

   Investment Adviser

Prudential Investment Management Services LLC / Prudential Investments LLC

   Investment Adviser

Raymond James Financial Services, Inc.

   Investment Adviser

RBC Capital Markets Corporation

   Investment Adviser

Standard Insurance Company

   Investment Adviser

SunGard Institutional Brokerage, Inc.

   Distributor

TD Ameritrade Clearing, Inc.

   Distributor and Investment Adviser

TD Ameritrade Trust Company

   Distributor and Investment Adviser

Teachers Insurance and Annuity Association of America

   Distributor and Investment Adviser

T. Rowe Price Retirement Plan Services, Inc.

T. Rowe Price Investment Services, Inc.

   Distributor and Investment Adviser

Trust Company of America

   Distributor

UBS Financial Services Inc.

   Distributor and Investment Adviser

United of Omaha Life Insurance Company and Companion Life Insurance Company

   Distributor

U.S. Bank, N.A.

   Distributor and Investment Adviser

VALIC Retirement Services Company

   Distributor and Investment Adviser

The Vanguard Group, Inc./Vanguard Marketing Corporation

   Distributor and Investment Adviser

Wells Fargo Advisors, LLC

   Distributor and Investment Adviser

Wells Fargo Bank, N.A.

   Distributor and Investment Adviser

Wilmington Trust Company/Broadridge Business Process Outsourcing, LLC

   Distributor and Investment Adviser

Conduent HR Services, LLC (formerly Xerox HR Solutions, LLC)

   Distributor and Investment Adviser

Code of Ethics

The Board has approved a Code of Ethics under Rule 17j-1 of the 1940 Act that covers the Trust and the Investment Adviser (the “Code of Ethics”). The Code of Ethics significantly restricts the personal investing activities of the officers, Trustees and employees of the Investment Adviser with access to investment information (“access persons”) and, as described below, imposes additional restrictions on the Funds’ investment personnel.

The Code of Ethics requires that access persons who are employees of the Investment Adviser preclear personal securities investments, with limited exceptions, such as mutual funds, high-quality short-term securities, direct obligations of the U.S. government, and municipal securities. The preclearance requirement and associated procedures are designed to identify any substantive prohibition or limitation applicable to the proposed investment. No access person may purchase or sell any security (except certain exempt securities) that at the time is being purchased or sold, or to the knowledge of the access person is being considered for purchase or sale, by a Fund. Further, access persons are restricted from investing in securities which a Fund is trading, and are prohibited from profiting on short-term trading in securities. All employees are prohibited from trading in a security while in possession of material nonpublic information and from engaging in transactions intended to manipulate the market.

 

 

51


The Board has also approved a separate Code of Ethics under Section 406 of the Sarbanes-Oxley Act applicable to the Trust’s president and treasurer. This Code of Ethics addresses conflicts of interest, disclosure and compliance, and reporting and accountability for principal executives and senior financial officers.

Proxy Voting Policies and Procedures

The Investment Adviser votes the proxies of companies owned by the Funds. The Investment Adviser votes proxies solely in what the Investment Adviser believes is the best interests of a Fund and its shareholders in accordance with its Proxy Voting Policies and Procedures. The Investment Adviser votes consistent with the following principles: (i) increasing shareholder value; (ii) maintaining or increasing shareholder influence over the board of directors and management; (iii) establishing and enhancing a strong and independent board of directors; (iv) maintaining or increasing the rights of shareholders; and (v) aligning the interests of management and employees with those of shareholders with a view toward the reasonableness of executive compensation and shareholder dilution. The Investment Adviser recognizes that a company’s management is charged with day-to-day operations and, therefore, generally votes on routine business matters in favor of management’s positions. Under its guidelines, the Investment Adviser generally votes for distributions of income, appointment of auditors, director compensation (unless excessive), management’s slate of director nominees (except nominees with poor attendance or who have not acted in the best interests of shareholders), financial results/director and auditor reports, share repurchase plans, and changing corporate names and other similar matters. The Investment Adviser generally votes with management on social issues because it believes management is responsible for handling them. The Investment Adviser generally opposes cumulative voting and votes against anti-takeover mechanisms and attempts to classify boards of directors. The Investment Adviser votes other matters – including equity-based compensation plans – on a case-by-case basis.

Because the Global Absolute Return Fund will not actually own the securities of companies underlying the swap agreements or short sales, it will not be entitled to vote proxies of those companies. Thus, the Investment Adviser will only be able to vote proxies of companies in which the Global Absolute Return Fund invests directly.

The Investment Adviser’s interests may conflict with the interests of a Fund on certain proxy votes where the Investment Adviser might have significant business or personal relationships with the company or its officers. The Investment Adviser’s chief operating officer in consultation with the general counsel and CCO decides if a vote involves a material conflict of interest. If so, the Investment Adviser will either (i) obtain instructions or consent from the Trustees on voting, (ii) vote in accordance with a “for” or “against” or “with management” guideline if one applies, or (iii) if no such guideline applies, follow the recommendation of a third party proxy voting consultant unaffiliated with the Investment Adviser, such as ISS. To monitor potential conflicts of interest regarding the research and recommendations of independent third parties, such as ISS, proxy voting staff will review the third party’s disclosures of significant relationships, and proxy votes involving issuers where a significant relationship has been identified by the proxy research provider will be reviewed by the Investment Adviser’s chief operating officer.

Foreign proxies (and particularly those in emerging markets) may involve a number of problems that restrict or prevent the Investment Adviser’s ability to vote. For example, the Investment Adviser might refrain from voting if it or its agents are required to appear in person at a shareholder meeting or if the exercise of voting rights would result in the imposition of trading or other ownership restrictions. As a result, a Fund’s foreign proxies will be voted on a best efforts basis only and the Investment Adviser may decide not to vote a foreign proxy if the Investment Adviser determines that it would be impractical or disadvantageous to do so. In addition, the Investment Adviser will not vote proxies (U.S. or foreign) if it does not receive adequate information from the Fund’s custodian in sufficient time to cast the vote. To assist in voting proxies, the Investment Adviser may use independent research and recordkeeping software provided by third parties. This is only a summary of the Investment Adviser’s Proxy Voting Policies and Procedures.

 

 

52


Information regarding how the Funds voted proxies of companies owned by the Funds during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling 1-866-947-7000 and (2) on the Commission’s website at http://www.sec.gov.

PURCHASE, EXCHANGE AND REDEMPTION OF SHARES

Reference is made to “How to Purchase, Exchange and Sell Fund Shares” in the Prospectus for certain information as to the purchase of Funds’ shares.

Each Fund issues two classes of shares: Investor Class and Institutional Class. Each Investor Class and Institutional Class share of a Fund represents an identical interest in the investment portfolio of that Fund, and has the same rights, except that Investor Class shares bear the expenses of ongoing shareholder service fees. The shareholder service fees that are imposed on Investor Class shares are imposed directly against Investor Class shares and not against all assets of the particular Fund, and, accordingly such charges do not affect the NAV of Institutional Class shares. Dividends paid by a Fund for each class of shares are calculated in the same manner at the same time and differ only to the extent that shareholder service fees in relation to Investor Class shares are borne exclusively by that class.

Each Fund offers its shares at a public offering price equal to the next determined NAV. The applicable offering price for purchase orders is based upon the NAV of a Fund next determined after receipt of the purchase, exchange or redemption order by DST Systems, Inc., P.O. Box 219085, Kansas City, Missouri 64121-7159 or an authorized financial intermediary. Purchases, exchanges and redemptions may be made through the Transfer Agent on days when the New York Stock Exchange (“NYSE”) is open for business. Currently, the weekdays on which the Funds are closed for business are: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (or, as applicable, the weekday any such holiday is observed). Shares of the Funds are offered on a continuous basis.

The Trust reserves the right to suspend the right of redemption and/or to postpone the date of payment upon redemption for any period during which trading on the NYSE is restricted, or during the existence of an emergency (as determined by the Commission by rule or regulation) as a result of which disposal or valuation of a Fund’s securities is not reasonably practicable, or for such other periods as the Commission has by order permitted. The Trust also reserves the right to suspend exchanges or sales of shares of a Fund for any period during which the NYSE, the Investment Adviser, the Administrator, the Transfer Agent and/or the Custodian are not open for business.

The Funds may enter into agreements with broker-dealers or other financial intermediaries (in some cases, “supermarket” arrangements) allowing investors to purchase, exchange and redeem shares of a Fund through the financial intermediary. In connection with these arrangements, a Fund will authorize the financial intermediary to accept on its behalf purchase, exchange and redemption orders. In turn, the financial intermediary is authorized to designate other intermediaries to accept purchase, exchange and redemption orders on a Fund’s behalf. A Fund will be deemed to have received a purchase, exchange or redemption order when an authorized financial intermediary or, if applicable, a financial intermediary’s authorized designee, accepts the order. The customer order will be priced at the Fund’s NAV next computed after accepted by an authorized financial intermediary or the financial intermediary’s authorized designee and timely transmitted to the Fund. In addition, a financial intermediary or its designee may charge its customers transaction fees on the purchase, exchange or sale of a Fund’s shares.

Purchase orders received prior to 4:00 p.m. Eastern Time, which includes orders received after the determination of NAV on the previous day, will receive the current business day’s NAV. Note that your financial intermediary’s deadline to receive your order may be earlier than this deadline. Purchase orders received after 4:00 p.m. Eastern Time will be processed using the next trading day’s price. See “Pricing of Shares – Determination of Net Asset Value” below for additional information.

 

53


Issuance of Fund Shares for Securities

Investors may purchase a Fund’s shares for consideration consisting of securities rather than cash when, in the judgment of the Investment Adviser, the securities: (a) meet the investment objective and policies of the Fund, (b) are liquid, and (c) have a value that is readily ascertainable via listing on or trading in a recognized U.S. or international exchange or market.

Exchanges

Investors may only exchange shares into other Funds within the same share class. As described in the Prospectus, exchanges are subject to the minimum investment requirements of the Fund purchased, exchange minimums and maximums, and a Fund’s redemption fee, if applicable.

Investors may exchange shares by mail, telephone, or over the Internet, as described in the Prospectus. An exchange of shares will have the same tax consequences as a redemption of shares. Exchange orders received prior to 4:00 p.m. Eastern Time, which includes orders received after the determination of NAV on the previous day, will receive the current business day’s NAV. Exchange orders received after 4:00 p.m. Eastern Time will be processed using the next trading day’s price.

Exchanges between Funds can be made only if the accounts are registered identically in the same name(s), address and Social Security number or other taxpayer identification number.

If shares are held through a financial intermediary, contact the intermediary to exchange Fund shares. Financial intermediaries may have their own limitations, restrictions or fees on exchange requests. Shares held in employer-sponsored retirement plans may be exchanged into other Funds by contacting the investor’s plan administrator or recordkeeper.

Redemption

A shareholder wishing to redeem shares held with the Transfer Agent may do so by tendering the shares directly to the Fund’s Transfer Agent. Proper notice of redemption in the case of shares deposited with the Transfer Agent may be accomplished by a written letter requesting redemption. Redemption requests should not be sent to a Fund. The redemption request in either event requires the signatures of all persons in whose names the shares are registered, signed exactly as such names appear on the Transfer Agent’s register. The signatures on the redemption request may require a guarantee by an “eligible guarantor institution” as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, the existence and validity of which may be verified by the Transfer Agent through the use of industry publications. In the event a signature guarantee is required, notarized signatures are not sufficient. In general, signature guarantees are waived on redemptions of less than $50,000 as long as the following requirements are met: (i) all requests require the signature(s) of all persons in whose name(s) shares are recorded on the Transfer Agent’s register; (ii) all checks must be mailed to the address of record on the Transfer Agent’s register and (iii) the address must not have changed within 30 days. Certain rules may apply regarding certain account types such as but not limited to UGMA/UTMA accounts, Joint Tenancies with Rights of Survivorship, contra broker transactions and institutional accounts. In certain instances, the Transfer Agent may require additional documents such as, but not limited to, trust instruments, death certificates, appointments as executor or administrator, or certificates of corporate authority.

A shareholder may also redeem shares held with the Transfer Agent by telephone request. To request a redemption from your account, call the Transfer Agent at 1-866-947-7000. The request must be made by the shareholder of record and be for an amount less than $50,000. Before telephone requests will be honored, signature approval from all shareholders of record on the account must be obtained. The shares being redeemed must have been held for at least 15 days. Telephone redemption requests will not be honored in the following situations: the accountholder is deceased, the proceeds are to be sent to someone other than the shareholder of

 

54


record, funds are to be wired to the shareholder’s bank account, a systematic withdrawal plan is in effect, the request is by an individual other than the accountholder of record, the account is held by joint tenants who are divorced, the address has changed within the last 30 days or share certificates have been issued on the account.

Since this account feature involves a risk of loss from unauthorized or fraudulent transactions, the Transfer Agent will take certain precautions to protect your account from fraud. Telephone redemption may be refused if the caller is unable to provide: the account number, the name and address registered on the account and the social security number registered on the account. A Fund may temporarily suspend telephone transactions at any time.

Shareholders may experience difficulty in conducting telephonic redemptions during times of drastic economic or market changes. In the event shareholders are unable to redeem shares via telephone, they should try other available methods of redemption, such as mail.

As discussed in the Prospectus, a shareholder may also redeem shares via the Funds’ website at www.causewayfunds.com. The Funds will take certain precautions to protect your account from fraud, including requiring authorized users to provide proper identifying information and passwords. However, notwithstanding these precautions, this account feature involves a risk of loss from unauthorized or fraudulent transactions. From time to time, access to your account information on the Internet may not be available due to, among other things, high levels of shareholder activity and routine maintenance of the website. Further, a Fund may temporarily suspend Internet transactions at any time.

For shareholders redeeming directly with the Transfer Agent, payments will be mailed within seven days of receipt of a proper notice of redemption. For shareholders redeeming through financial intermediaries, payments will be made on the settlement date agreed between the Trust and the intermediary or through the NSCC system. Redemptions through the automated NSCC system that exceed certain threshold amounts established by the Funds will be removed from processing by the Transfer Agent and processed manually with payments sent within seven calendar days. At various times a Fund may be requested to redeem shares for which it has not yet received good payment (e.g., cash, Federal funds or certified check drawn on a U.S. bank). A Fund may delay or cause to be delayed the mailing of a redemption check until such time as good payment has been collected for the purchase of such Fund shares, which usually will not exceed 5 days. In the event that a shareholder account held directly with the Transfer Agent contains a fractional share balance, such fractional share balance will be automatically redeemed by the Fund.

Securities dealers and other financial intermediaries have the responsibility of submitting redemption requests received from customers prior to 4:00 p.m. Eastern Time to the Fund within agreed upon time deadlines to obtain that day’s closing price. Each Fund reserves the right to reject any order for redemption, which right of rejection might adversely affect shareholders seeking redemption through financial intermediaries.

Redemption in Kind

If a Fund determines that it would be detrimental to the best interests of the remaining shareholders of the Fund to make payment wholly in cash, or if a shareholder requests redemption in kind and the Fund determines that it would not be detrimental to the best interests of the remaining shareholders of the Fund to make payment in kind, the Fund may pay the redemption price in part by a distribution in kind of securities from the portfolio of the Fund, in lieu of cash. The Trust has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which each Fund is obligated to redeem shares solely in cash up to the lesser of $250,000 or one percent of the NAV of the Fund during any 90 day period for any one shareholder. Should redemptions by any shareholder exceed such limitation, the Fund will have the option of redeeming the excess in cash or in kind. If shares are redeemed in kind, the redeeming shareholder would incur brokerage costs in converting the assets into cash.

 

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Redemption Fee

In calculating whether a sale or exchange of a Fund’s shares is subject to a redemption fee, a shareholder’s holdings will be viewed on a first in/first out basis. This means that, in determining whether any fee is due, the shareholder will be deemed to have sold or exchanged the shares he or she acquired earliest. The fee will be calculated based on the value of the shares as of the date of redemption or exchange, and will be paid to the relevant Fund. Your financial intermediary may use different policies in calculating a Fund’s redemption fee or other redemption fee applied by the intermediary.

PRICING OF SHARES

Determination of Net Asset Value

The purchase, exchange and redemption price of shares is the net asset value of each share or NAV. Each Fund’s securities are valued by the Funds’ Administrator pursuant to valuations provided by independent pricing services (generally, last reported sale prices), unless there is no readily ascertainable market value for a security or if the Funds’ Fair Value Committee thinks a market price is unreliable. Fund securities listed on a securities exchange (except the NASDAQ Stock Market (“NASDAQ”)) or OTC for which market quotations are available are valued at the last reported sale price (“regular way”) as of the close of regular trading on each Business Day (defined as days on which the NYSE is open for business) or, if there is no such reported sale, at the last reported bid price for long positions and at the last available ask price for short positions. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. Securities listed on multiple exchanges or OTC markets are valued on the exchange or OTC market considered by the Fund to be the primary market.

When a Fund writes an option, the amount of the premium received is recorded on the books of the Fund as an asset and an equivalent liability. The amount of the liability is subsequently valued to reflect the current market value of the option written, based upon the last sale price in the case of exchange-traded options or, in the case of options traded in the OTC market, the last ask price. Options purchased by a Fund are valued at their last sale price in the case of exchange-traded options or, in the case of options traded in the OTC market, the last bid price. Futures contracts are valued at the settlement price established each day by the board of exchange on which they are traded, and the settlement prices are provided by an independent source. On days when there is excessive volume or market volatility or when a futures contract does not end trading by the time a Fund calculates its NAV, the settlement price may not be available at the time a Fund calculates its NAV. On these days, the best available price (which is typically the last sale price) may be used to value a Fund’s futures contracts. Participation notes or warrants used to obtain exposure to the China A-Share market are fair valued based on the underlying stocks and terms of the note or warrant, including those related to performance and fees. Other investments, including related options and forward FX contracts and swaps, are stated at market value. The prices for foreign securities are reported in local currency and converted into U.S. dollars at the currency exchange rate quoted at the close of the NYSE. Unlisted securities for which market quotations are readily available are valued at the most recently quoted sale price. The pricing services rely primarily on prices of actual market transactions and trader quotations. The pricing services may also use matrix systems to determine valuations for fixed income securities. These systems consider such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. Investments in mutual funds that are not exchange-traded funds are valued daily at the NAV.

If there is no readily ascertainable market value for a security or if a Fund thinks a market price is unreliable, the Funds’ Fair Value Committee will make a good faith determination of the “fair value” of the security under policies and procedures adopted by the Board. The Board has approved the use of a third-party fair valuation vendor for equity securities that are traded primarily on foreign exchanges. The vendor provides fair values for such securities based on certain quantitative factors and methods which generally involve tracking valuation correlations between the U.S. market and each foreign security. The Funds (other than the Global Absolute Return Fund) will value their foreign securities with fair values provided by the vendor if there is a

 

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movement in the U.S. market that exceeds certain thresholds established by the Fair Value Committee. The vendor may not be able to provide fair values for certain securities, including securities of companies in emerging markets.

The Global Absolute Return Fund will enter into swap agreements that will generally be fair valued based on prices supplied by the swap counterparty, which in turn are based on the market prices or fair values of the notional securities underlying the swap agreement. Prior to the Global Absolute Return Fund entering into a swap agreement with a swap counterparty, the Investment Adviser will review the swap counterparty’s pricing sources for the securities underlying the swap. The Investment Adviser also intends to monitor, on a daily basis, the values provided by the Global Absolute Return Fund’s swap counterparty for the swap agreements.

The Funds will own, or have exposure to, securities that are listed on foreign exchanges. These securities may trade on weekends or other days when a Fund does not calculate NAV. As a result, the value of these investments may change on days when you cannot purchase or sell Fund shares. It is possible that market timers or “arbitrageurs” may buy or sell Fund shares in short-term trades to seek to profit from predicted price movements in foreign markets not yet reflected in a Fund’s NAV. Such trades may adversely affect existing shareholders.

Securities with remaining maturities of 60 days or less may be valued by the amortized cost method, if the Fair Value Committee concludes it approximates market value after taking into account factors such as credit, liquidity and interest rate conditions as well as issuer-specific factors. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter (absent unusual circumstances) assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuations in general market rates of interest on the value of the instrument. While this method provides certainty in valuation, it may result in periods during which the value of a security determined by this method is higher or lower than the price a Fund would receive if it sold the security.

The NAV of each Fund is computed by dividing the value of the securities held by the Fund plus any cash or other assets held by the Fund (including interest and dividends accrued but not yet received) minus all liabilities attributable to the Fund (including accrued expenses) by the total number of shares outstanding at such time, rounded to the nearest cent. Expenses, including the shareholder service fees paid by Investor Class shares, are accrued daily. The per share NAV of Investor Class shares of a Fund will reflect the daily expense accruals of the shareholder service fees applicable to Investor Class shares.

Generally, trading in foreign securities, as well as U.S. government securities and money market instruments, is substantially completed each day at various times prior to 4:00 p.m. Eastern Time. The values of such securities used in computing the NAV of a Fund’s shares are determined as of such time. Occasionally, events affecting the values of such securities and such exchange rates may occur between the times at which they are determined and 4:00 p.m. Eastern Time that may not be reflected in the computation of a Fund’s NAV.

Each investor may add to or reduce its investment in a Fund on each day the NYSE is open for trading. The value of each investor’s interest in the Fund will be determined as of 4:00 p.m. Eastern Time on each Business Day by multiplying the NAV of the Fund by the number of shares held by the investor. Any additions or withdrawals to be effected on that day will then be effected.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Transactions in Portfolio Securities

Subject to policies established by the Board, the Investment Adviser is responsible for the execution of the Trust’s portfolio transactions and the allocation of brokerage. The Trust has no obligation to deal with any broker

 

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or group of brokers in the execution of transactions in portfolio securities. The swap agreements used by the Global Absolute Return Fund will not directly involve the execution of brokerage transactions by the Fund; however, that Fund may purchase securities directly. In executing transactions with brokers and dealers, the Trust’s policy is that the Investment Adviser shall seek to obtain the best available price in the best available market so that the Trust’s total costs or proceeds are the most favorable under the circumstances, taking into account all relevant factors. In placing agency brokerage, the Investment Adviser considers the size and nature of an order, the difficulty of execution and the full range and quality of a broker-dealer’s services, including among other things:

 

   

Execution capability,

 

   

Brokerage and research services,

 

   

Responsiveness,

 

   

Level of commission rates charged,

 

   

Financial soundness,

 

   

Back office processing capabilities, and

 

   

Participation in client commission recapture or directed brokerage programs.

For foreign exchange and other principal trades, the Investment Adviser considers the bid and/or offer price and also considers the factors described above, excluding brokerage and research services, commission rates, and client commission recapture programs, which factors are not applicable to principal trades.

The Investment Adviser is not required to adhere to any rigid formulas in selecting broker-dealers, but weighs a combination of some or all of the factors noted above. The determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund and the Investment Adviser’s other clients. The Investment Adviser’s traders monitor prices of full service equity trades by comparing completed equity trades to the stock’s volume-weighted average price (“VWAP”) for the trading day. Portfolio managers and research analysts assess brokers based on research services and communicate assessments to the Trading Desk. Portfolio managers and traders receive weekly and annual reports listing brokers and commissions, monitor the amount of commissions allocated among broker-dealers and seek to allocate transactions to broker-dealers who provide superior execution and research services. In addition, the Investment Adviser uses a third party service provider to assist the firm in assessing best execution. These assessments are distributed to relevant portfolio managers, traders, and compliance staff and reviewed semi-annually at meetings of the Investment Adviser’s Best Execution Group.

For equity agency trades, the Investment Adviser may consider proprietary or third party brokerage and research services provided by broker-dealers as a factor in their selection. The Investment Adviser may effect securities transactions that cause a Fund to pay an amount of commission in excess of the amount of commission another broker-dealer would have charged; provided, that the Investment Adviser determines in good faith that such amount of commission is reasonable in relation to the value of brokerage and research services provided by the broker-dealer used by the Investment Adviser, viewed in terms of either the specific transaction or the Investment Adviser’s overall responsibilities to the accounts, including the Funds, for which it exercises investment discretion.

To the extent research services may be a factor in selecting broker-dealers, such services may be in written form or through direct contact with individuals and may include information about securities, companies, industries, markets, economics, the valuation of investments and portfolio strategy. Research may be in the form of research reports, electronic market data, computer and technical market analyses, and access to research analysts, corporate management personnel and industry experts. Research services furnished by broker-dealers may be used in servicing all the Investment Adviser’s accounts and not all such services may be used in connection with a Fund or any other particular account of the Investment Adviser which paid commissions to the broker-dealer providing such services.

 

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Pursuant to Commission interpretative guidance, the Investment Adviser uses commission sharing arrangements (“CSAs”) with certain brokers. These CSA brokers execute trades and credit soft dollars to pools from which the Investment Adviser directs payments to the CSA brokers, third-party brokers, and independent research providers based on commission targets. The use of CSAs is intended to assist the Investment Adviser in providing credits to brokers who, in its judgment, provide the best access to analysts and management, and to independent research providers, while using reliable execution brokers which the Investment Adviser believes will benefit the Investment Adviser’s accounts, including the Funds.

The Funds anticipate that their brokerage transactions involving securities of issuers domiciled in countries other than the U.S. generally will be conducted primarily on the principal stock exchanges of such countries. Brokerage commissions and other transaction costs on foreign stock exchange transactions generally are higher than in the U.S. There generally is less governmental supervision and regulation of foreign stock exchanges and brokers than in the U.S.

Foreign equity securities may also be held by the Funds in the form of ETFs, depositary receipts including ADRs, EDRs, GDRs, and SDRs, or other securities convertible into foreign equity securities. Depositary receipts may be listed on stock exchanges, or traded in over-the-counter markets in the U.S. or Europe or other countries, as the case may be. ADRs and ETFs, like other securities traded in the U.S., will be subject to negotiated commission rates. A Fund’s ability and decisions to purchase or sell portfolio securities of foreign issuers may be affected by laws or regulations relating to the convertibility and repatriation of assets. Because the shares of the Funds are redeemable on a daily basis in U.S. dollars, the Funds intend to manage their portfolios so as to give reasonable assurance that they will be able to obtain U.S. dollars to the extent necessary to meet anticipated redemptions.

Because of different objectives or other factors, a particular security may be bought for one or more clients of the Investment Adviser when one or more clients of the Investment Adviser are selling the same security. Transactions in such securities will be made, insofar as feasible, for the respective Funds and clients in a manner deemed equitable to all. To the extent that transactions on behalf of more than one client of the Investment Adviser during the same period may increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price.

For the fiscal years ended September 30, 2018, 2017, and 2016, the International Value Fund paid aggregate brokerage commissions in the amount of $4,252,132, $5,257,498, and $4,614,322, respectively.

For the fiscal years ended September 30, 2018, 2017, and 2016, the Global Value Fund paid aggregate brokerage commissions in the amount of $85,559, $86,872, and $83,843, respectively.

For the fiscal years ended September 30, 2018, 2017, and 2016, the Emerging Markets Fund paid aggregate brokerage commissions in the amount of $1,746,360, $1,442,658, and $1,654,384, respectively.

For the fiscal years ended September 30, 2018, 2017, and 2016, the International Opportunities Fund paid aggregate brokerage commissions in the amount of $89,353, $84,037, and $112,840, respectively.

For the fiscal year ended September 30, 2018, 2017, and 2016, the Global Absolute Return Fund paid fees under swap agreements related to notional exposures in securities, but did not pay any brokerage commissions.

For the fiscal year or period ended September 30, 2018, 2017, and 2016, the International Small Cap Fund paid aggregate brokerage commissions in the amount of $30,389, $8,950, and $9,747, respectively.

Aggregate commissions for a Fund will vary from year-to-year due to asset size and cash flows.

For the fiscal years ended September 30, 2018, 2017, and 2016, none of the Funds paid brokerage commissions to the Distributor.

 

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For the fiscal year ended September 30, 2018, the International Value Fund directed $2,556,630,905 in transactions to brokers in part because of research services provided and paid $3,506,383 in commissions on such transactions. For the fiscal year ended September 30, 2018, the Global Value Fund directed $52,196,914 in transactions to brokers in part because of research services provided and paid $53,925 in commissions on such transactions. For the fiscal year ended September 30, 2018, the International Opportunities Fund directed $33,642,385 in transactions to brokers in part because of research services provided and paid $45,712 in commissions on such transactions. For the fiscal year ended September 30, 2018, the Emerging Markets Fund, the Global Absolute Return Fund, and the International Small Cap Fund did not direct transactions to brokers in part because of research services provided. 

During the fiscal year ended September 30, 2018, the International Value Fund acquired securities of its following “regular” brokers or dealers (as defined in Rule 10b-1 under the 1940 Act): Barclays plc. As of September 30, 2018, the International Value Fund’s aggregate holdings of its regular brokers or dealers were:

 

Name of Broker    Type of Security Held    Value (000)  

Barclays plc

   Equity    $ 228,275  

During the fiscal year ended September 30, 2018, the Global Value Fund acquired securities of its following “regular” brokers or dealers (as defined in Rule 10b-1 under the 1940 Act): Citigroup and Wells Fargo. As of September 30, 2018, the Global Value Fund’s aggregate holdings of its regular brokers or dealers were:

 

Name of Broker    Type of Security Held    Value (000)  

Citigroup

   Equity    $ 2,632  

Wells Fargo

   Equity    $ 775  

During the fiscal year ended September 30, 2018, the International Opportunities Fund acquired securities of its following “regular” brokers or dealers (as defined in Rule 10b-1 under the 1940 Act): Barclays plc. As of September 30, 2018, the International Opportunities Fund’s aggregate holdings of its regular brokers or dealers were:

 

Name of Broker    Type of Security Held    Value (000)  

Barclays plc

   Equity    $ 3,927  

SHAREHOLDER SERVICES

The Funds offer a number of shareholder services described below that are designed to facilitate investment in their shares. Full details as to each such service and copies of the various plans or how to change options with respect thereto, can be obtained from the Funds by calling 1-866-947-7000, or from the Distributor or your selected securities dealer or other financial intermediary. Certain of these services are available only to U.S. investors.

Investment Account

Each shareholder whose account is maintained at the Transfer Agent has an Investment Account and will receive statements, at least quarterly, from the Transfer Agent. These statements will serve as transaction confirmations for automatic investment purchases and the reinvestment of dividends. The statements also will show any other activity in the account since the preceding statement. Shareholders also will receive separate confirmations for each purchase or sale transaction other than automatic investment purchases and the reinvestment of dividends. A shareholder with an account held at the Transfer Agent may make additions to his or her Investment Account at any time by mailing a check directly to the Transfer Agent. The Funds do not issue share certificates.

 

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Retirement and Education Savings Plans

The minimum initial purchase to establish a retirement plan or Coverdell education savings account in each Fund is $5,000. Dividends and other distributions received by retirement plans and those accounts generally are exempt from federal income taxation. Different tax rules apply to Roth IRAs and Coverdell educational savings accounts. Investors considering participation in any retirement or savings plan or account should review specific tax laws relating thereto and should consult their attorneys or tax advisers with respect to the establishment and maintenance of any such plan or account.

Automatic Dividend Reinvestment Plan

Shareholders may, at any time, by written notice to their selected securities dealer, or other financial intermediary if their account is maintained with an intermediary, or by written notice or telephone call to the Transfer Agent (tel: 1-866-947-7000), if their account is maintained with the Transfer Agent, elect to have subsequent dividends of ordinary income and/or net capital gains paid on shares of their Fund in cash, rather than reinvested in shares of their Fund (provided that, if a dividend on an account maintained at the Transfer Agent would amount to $10.00 or less, a shareholder will not receive such dividend in cash, but it will automatically be reinvested in additional Fund shares). These instructions will take effect ten days after the receipt by the Transfer Agent of such notice. The Funds are not responsible for any failure of delivery to the shareholder’s address of record and no interest will accrue on amounts represented by uncashed dividend checks. Cash payments can also be directly deposited to the shareholder’s bank account.

FEDERAL TAX ASPECTS

General

Each Fund is treated as a separate corporation for federal tax purposes and intends to continue to qualify for treatment as a “regulated investment company” (as defined in section 851(a) of the Code) (“RIC”). (All “section” references in this part of this Statement of Additional Information are to the Code.) By doing so, a Fund (but not its shareholders) will be relieved of federal income tax on the part of its investment company taxable income (consisting generally of net investment income, the excess, if any, of net short-term capital gain over net long-term capital loss (“net short-term capital gain”), and net gains and losses from certain foreign currency transactions, if any, all determined without regard to any deduction for dividends paid) and net capital gain ( i.e. , the excess of net long-term capital gain over net short-term capital loss) that it distributes to its shareholders.

To continue to qualify for treatment as a RIC, a Fund must distribute annually to its shareholders an amount at least equal to 90% of its investment company taxable income and net-tax exempt income (“Distribution Requirement”) and must meet several additional requirements. With respect to each Fund, these requirements include the following: (1) the Fund must derive at least 90% of its gross income each taxable year from (a) dividends, interest, payments with respect to securities loans, and gains from the sale or other disposition of securities or foreign currencies, or other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in securities or those currencies, and (b) net income from interests in certain publicly traded partnerships that are treated as partnerships for federal tax purposes and derive less than 90% of their gross income from the items described in clause (1)(a) (so-called “qualified publicly traded partnerships”) (each, a “QPTP”) (“Income Requirement”); and (2) at the close of each quarter of the Fund’s taxable year, (a) at least 50% of the value of its total assets must be represented by cash and cash items, government securities, securities of other RICs, and other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of the Fund’s total assets and that does not represent more than 10% of the issuer’s outstanding voting securities (equity securities of QPTPs being considered voting securities for these purposes), and (b) not more than 25% of the value of its total assets may be invested in (i) the securities (other than government securities or securities of other RICs) of any one issuer, (ii) the securities (other than securities of other RICs) of two or more issuers the Fund controls that are determined to be engaged in the same, similar, or related trades or businesses, or (iii) the securities of one or more QPTPs (“Diversification Requirements”).

 

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If a Fund failed to qualify for treatment as a RIC for any taxable year — either (1) by failing to satisfy the Distribution Requirement, even if it satisfied the Income and Diversification Requirements, or (2) by failing to satisfy the Income Requirement and/or either Diversification Requirement and was unable, or determined not to, avail itself of certain cure provisions — then for federal tax purposes it would be taxed as an ordinary corporation on the full amount of its taxable income for that year without being able to deduct the distributions it makes to its shareholders. In addition, for those purposes the shareholders would treat all those distributions, including distributions of net capital gain, as dividends to the extent of the Fund’s earnings and profits, taxable as ordinary income — except that, for individual and certain other non-corporate shareholders (each, a “non-corporate shareholder”), the part thereof that is “qualified dividend income” (generally, dividends it receives or stock of most U.S. and certain foreign corporations with respect to which it satisfies certain holding period and other restrictions) (“QDI”) would be subject to federal income tax at the rate for net capital gain, a maximum of 15% or 20% depending on whether the shareholder’s income exceeds certain threshold amounts — and all or part of those dividends would be eligible for the dividends-received deduction available to corporations under certain circumstances. Furthermore, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before requalifying for RIC treatment.

A Fund will be subject to a nondeductible 4% federal excise tax (“Excise Tax”) to the extent it fails to distribute by the end of any calendar year substantially all of its ordinary income for that year (taking into account certain deferrals and elections) and capital gain net income for the one-year period ending on October 31 of that year, plus certain other amounts. A Fund will be treated as having distributed any amount on which it is subject to income tax for any taxable year. Each Fund generally intends to meet this distribution requirement to avoid Excise Tax liability.

Special Tax Treatment

Certain of a Fund’s investments may be subject to special U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction into a capital loss, the deductibility of which is more limited, (iv) adversely affect when a purchase or sale of stock or securities is deemed to occur, (v) adversely alter the intended characterization of certain complex financial transactions, (vi) cause the Fund to recognize income or gain without a corresponding receipt of cash and (vii) produce income that will not constitute qualifying income for purposes of the Income Requirement. The application of these rules could cause a Fund to be subject to U.S. federal income tax or the Excise Tax and, under certain circumstances, could affect the Fund’s status as a RIC. The Fund will monitor its investments and may make certain tax elections in order to mitigate the effect of these provisions.

Foreign Investments

Dividends and interest a Fund receives, and gains it realizes, on foreign securities may be subject to income, withholding, or other taxes foreign countries and U.S. possessions impose (collectively, “foreign taxes”) that would reduce the total return on its investments. Tax conventions between certain countries and the United States may reduce or eliminate foreign taxes, however, and many foreign countries do not impose taxes on capital gains on investments by foreign investors.

If more than 50% of the value of a Fund’s total assets at the close of any taxable year consists of securities of foreign corporations — which is likely in the case of each Fund (other than the Global Absolute Return Fund) — the Fund will be eligible to, and intends to (as each Fund other than the Global Absolute Return Fund has in recent taxable years), file an election with the Internal Revenue Service (“Service”) that would generally enable its shareholders to benefit from any foreign tax credit or deduction available for any foreign taxes the Fund pays. Pursuant to the election, a Fund would treat those taxes as dividends paid to its shareholders and each shareholder (1) would be required to include in gross income, and treat as paid by the shareholder, the shareholder’s proportionate

 

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share of those taxes, (2) would be required to treat that share of those taxes and of any dividend the Fund paid that represents income from foreign or U.S. possessions sources (“foreign-source income”) as the shareholder’s own income from those sources, and (3) could either use the foregoing information in calculating the foreign tax credit against the shareholder’s federal income tax or, alternatively, deduct the foreign taxes deemed paid by the shareholder in computing taxable income. If a Fund makes this election, it will report to its shareholders shortly after each taxable year their respective shares of the foreign taxes it paid and its foreign-source income.

Individuals who have no more than $300 ($600 for married persons filing jointly) of creditable foreign taxes included on Forms 1099 and whose foreign source income is all “qualified passive income” may elect each year to be exempt from the extremely complicated foreign tax credit limitation, in which event they would be able to claim a foreign tax credit without having to file the detailed Form 1116 that otherwise is required. A shareholder will not be entitled to credit or deduct its allocable portion of foreign taxes a Fund paid if the shareholder has not held Fund shares for at least 16 days during the 30-day period beginning 15 days before the ex-distribution date for those shares. The minimum holding period will be extended if the shareholder’s risk of loss with respect to those shares is reduced by reason of holding an offsetting position. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions. A foreign shareholder may not deduct or claim a credit for foreign taxes in determining its federal income tax liability unless the Fund dividends it receives are effectively connected with the conduct of a U.S. trade or business.

A Fund may invest in the stock of “passive foreign investment companies” (each, a “PFIC”). A PFIC is any foreign corporation (with certain exceptions) that, in general, meets either of the following tests for a taxable year: (1) at least 75% of its gross income is passive or (2) an average of at least 50% of its assets produce, or are held for the production of, passive income. Under certain circumstances, a Fund will be subject to federal income tax on a portion of any “excess distribution” it receives on that stock or of any gain on its disposition of that stock (collectively “PFIC income”), plus interest thereon, even if the Fund distributes the PFIC income as a dividend to its shareholders. The balance of the PFIC income will be included in the Fund’s investment company taxable income and, accordingly, will not be taxable to it to the extent it distributes that income to its shareholders. Fund distributions thereof will not be eligible for the reduced maximum federal income tax rates on individuals’ and certain other non-corporate shareholders’ QDI mentioned above.

If a Fund invests in a PFIC and elects to treat the PFIC as a “qualified electing fund” (“QEF”), then in lieu of the foregoing tax and interest obligation, the Fund would be required to include in income each taxable year its pro rata share of the QEF’s annual ordinary earnings and net capital gain — which the Fund likely would have to distribute to satisfy the Distribution Requirement and avoid imposition of the Excise Tax — even if the Fund did not receive those earnings and gain from the QEF. In most instances it will be very difficult, if not impossible, to make this election because some of the information required to make this election may not be easily obtainable.

Each Fund may elect to “mark to market” any stock in a PFIC it owns at the end of its taxable year. “Marking-to-market,” in this context, means including in gross income each taxable year (and treating as ordinary income) the excess, if any, of the fair market value of the stock over a Fund’s adjusted basis therein (including mark-to-market gain for each prior year for which the election was in effect) as of the end of that year. Pursuant to the election, a Fund also would be allowed to deduct (as an ordinary, not a capital, loss) the excess, if any, of its adjusted basis in PFIC stock over the fair market value thereof as of the taxable year-end, but only to the extent of any net mark-to-market gains with respect to that stock the Fund included in income for prior taxable years under the election. A Fund’s adjusted basis in each PFIC’s stock subject to the election would be adjusted to reflect the amounts of income included and deductions taken thereunder.

Investors should be aware that a Fund may not be able, at the time it acquires a foreign corporation’s shares, to ascertain whether the corporation is a PFIC and that a foreign corporation may become a PFIC after a Fund acquires shares therein. Each Fund reserves the right to make investments in PFICs as a matter of its investment policy.

 

 

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A Fund may invest in ownership interests in foreign income, royalty, and similar trusts. The tax consequences to a Fund of an investment in such a trust depend on the trust’s classification for federal tax purposes, generally as a corporation or a partnership:

(1) If such a trust is classified as a corporation, it would be a PFIC (with the income tax consequences to an investing Fund described above) if it primarily held equity or debt securities of an underlying operating entity but would not be a PFIC if it was actively engaged in a business, such as oil and gas exploration (as a large proportion of income trusts are), and did not hold substantial investment-type assets. In the latter event, distributions from the trust to a Fund that invested therein would be treated as dividends that, under certain circumstances, would be treated as QDI; or

(2) If such a trust is classified for federal tax purposes as a partnership (by making a certain election or otherwise), it likely would be a QPTP, in which event all its net income (regardless of source) would be qualifying income to an investing Fund under the Income Requirement. But if such a trust is not a QPTP, then (a) it would be a publicly traded partnership that likely would be treated for federal tax purposes as a corporation, with the income tax consequences mentioned above, or (b) if not, a Fund that invested therein would treat its share of the trust’s income as qualifying income under the Income Requirement only to the extent it would be qualifying income if realized by the Fund in the same manner as realized by the trust, and any non-qualifying income of the trust would pass-through to the Fund.

Derivatives and Foreign Currencies

The use of hedging strategies, such as writing (selling) and purchasing options and futures contracts and entering into forward contracts, and swap agreements involves complex rules that will determine for income tax purposes the amount, character, and timing of recognition of the gains and losses a Fund realizes in connection therewith. Gains from the disposition of foreign currencies (except certain gains that may be excluded by future regulations), and gains from options, futures, and forward contracts a Fund derives from its business of investing in securities or foreign currencies, if any, will be treated as qualifying income under the Income Requirement. Each Fund monitors its transactions, and seeks to make appropriate tax elections and entries in its books and records when it acquires any foreign currency, option, futures contract, forward contract, or hedged investment, or enters into a swap agreement, to mitigate the effect of these rules, prevent its disqualification as a RIC, and minimize the imposition of federal income and Excise Taxes.

A Fund’s need to satisfy the Income Requirement and the Diversification Requirements to qualify as a RIC may limit its ability to engage in certain swap agreements and derivatives transactions. Moreover, the rules governing the tax treatment of swap agreements are not entirely clear in certain respects. For example, the tax treatment of a payment made or received under a swap agreement — in particular, whether such a payment is, wholly or partially, ordinary income or capital gain — will vary depending on the terms of the particular agreement. The tax treatment of swap agreements and other derivatives also may be affected by future legislation, regulations, and/or guidance issued by the Service. While each Fund intends to account for swap agreements in a manner it considers to be appropriate under applicable tax rules, the Service might not accept that treatment. If it did not, a Fund’s status as a RIC might be affected. The Funds intend to monitor developments in this area.

Some futures contracts, foreign currency contracts, and “nonequity” options ( i.e. , certain listed options, such as those on a “broad-based” securities index) — but generally excluding any “securities futures contract” that is not a “dealer securities futures contract” (both as defined in the Code) and any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar agreement — in which a Fund invests may be subject to section 1256 (collectively “section 1256 contracts”). Any section 1256 contracts a Fund holds at the end of its taxable year generally must be “marked to market” (that is, treated as having been sold at that time for their fair market value) for federal income tax purposes, with the result that unrealized gains or losses will be treated as though they were realized. Sixty percent of any net gain or loss recognized on these deemed sales, and 60% of any net realized gain or loss

 

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from any actual sales of section 1256 contracts, will be treated as long-term capital gain or loss, and the balance will be treated as short-term capital gain or loss. These rules may operate to increase the amount that a Fund must distribute to satisfy the Distribution Requirement ( i.e. , regarding the portion treated as short-term capital gain), which will be taxable to its shareholders as ordinary income when distributed to them, and to increase the net capital gain a Fund recognizes, without in either case increasing the cash available to it. A Fund may elect not to have the foregoing rules apply to any “mixed straddle” ( i.e ., a straddle, which the Fund clearly identifies in accordance with applicable regulations, at least one (but not all) of the positions of which are section 1256 contracts), although doing so may have the effect of increasing the relative proportion of short-term capital gain (distributions of which are taxable to its shareholders as ordinary income) and thus increasing the amount of dividends it must distribute. Section 1256 contracts also are marked-to-market for purposes of the Excise Tax.

Under section 988, any gains or losses (1) from the disposition of foreign currencies, including forward contracts, (2) except in certain circumstances, from options, futures, and forward contracts on foreign currencies (and on financial instruments involving foreign currencies) and from notional principal contracts ( e.g. , swap agreements) involving payments denominated in foreign currencies, (3) on the disposition of each foreign-currency-denominated debt security that are attributable to fluctuations in the value of the foreign currency between the dates of acquisition and disposition of the security, and (4) that are attributable to exchange rate fluctuations between the time a Fund accrues interest, dividends, or other receivables or expenses or other liabilities denominated in a foreign currency and the time it actually collects the receivables or pays the liabilities generally are treated as ordinary income or loss. These gains or losses will increase or decrease the amount of a Fund’s investment company taxable income to be distributed to its shareholders as ordinary income, rather than affecting the amount of its net capital gain. If a Fund’s section 988 losses exceed other investment company taxable income for a taxable year, the Fund would not be able to distribute any dividends, and any distributions made during that year before the losses were realized would be recharacterized as a return of capital to its shareholders, rather than as a dividend, thereby reducing each shareholder’s basis in his or her Fund shares. Although each Fund values its assets daily in terms of U.S. dollars, it is not likely to physically convert all, or any substantial part, of its holdings of foreign currencies to U.S. dollars on a daily basis. When a Fund does so, it will incur the costs of currency conversion.

Section 1092 (dealing with straddles) also may affect the taxation of certain hedging instruments and swap agreements in which a Fund may invest. That section defines a “straddle” as offsetting positions with respect to actively traded personal property; for these purposes, options, futures, and forward contracts are positions in personal property. Under that section, any loss from the disposition of a position in a straddle generally may be deducted only to the extent the loss exceeds the unrealized gain on the offsetting position(s) of the straddle. In addition, these rules may postpone the recognition of loss that otherwise would be recognized under the mark-to-market rules discussed above. The regulations under section 1092 also provide certain “wash sale” rules, which apply to transactions where a position is sold at a loss and a new offsetting position is acquired within a prescribed period, and “short sale” rules applicable to straddles. If a Fund makes certain elections, the amount, character, and timing of recognition of its gains and losses from the affected straddle positions would be determined under rules that vary according to the elections made. Because only a few of the regulations implementing the straddle rules have been promulgated, the tax consequences to a Fund of straddle transactions are not entirely clear.

If a Fund writes (sells) a covered call option that expires, it will realize a short-term capital gain at the time of the expiration equal to the amount of the premium it received for writing the option. If a Fund terminates its obligations under such an option by entering into a closing transaction, it will realize a short-term capital gain (or loss), depending on whether the cost of the closing transaction is less (or more) than the premium it received when it wrote the option. If such an option is exercised, a Fund will be treated as having sold the underlying security, producing long-term or short-term capital gain or loss, depending on the holding period of the underlying security and whether the sum of the option price it receives on the exercise plus the premium it received when it wrote the option is more or less than the underlying security’s basis.

 

 

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If a Fund has an “appreciated financial position” — generally, any position (including an interest through an option, futures or forward contract, or short sale) with respect to any stock, debt instrument (other than “straight debt”), or partnership interest the fair market value of which exceeds its adjusted basis — and enters into a “constructive sale” of the position, the Fund will be treated as having made an actual sale thereof, with the result that it will recognize gain at that time. A constructive sale generally consists of a short sale, an offsetting notional principal contract, or a futures or forward contract a Fund or a related person enters into with respect to the same or substantially identical property. In addition, if the appreciated financial position is itself a short sale or such a contract, acquisition of the underlying property or substantially identical property will be deemed a constructive sale. The foregoing will not apply, however, to any transaction of a Fund during any taxable year that otherwise would be treated as a constructive sale if the transaction is closed within 30 days after the end of that year and the Fund holds the appreciated financial position unhedged for 60 days after that closing ( i.e ., at no time during that 60-day period is the Fund’s risk of loss regarding that position reduced by reason of certain specified transactions with respect to substantially identical or related property, such as having an option to sell, being contractually obligated to sell, making a short sale of, or granting an option to buy substantially identical stock or securities).

Capital Loss Carryovers

The capital losses of a Fund, if any, do not flow through to shareholders. Rather, a Fund may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. Under the Regulated Investment Company Modernization Act of 2010, rules similar to those that apply to capital loss carryovers of individuals are applicable to RICs. Thus, if a Fund has a “net capital loss” (that is, capital losses in excess of capital gains) for a taxable year beginning after December 22, 2010, the excess (if any) of the Fund’s net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Fund’s next taxable year, and the excess (if any) of the Fund’s net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Fund’s next taxable year. Any such net capital losses of a Fund that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the Fund in succeeding taxable years. However, for any net capital losses realized in taxable years of a Fund beginning on or before December 22, 2010, the Fund is only permitted to carry forward such capital losses for eight years as a short-term capital loss. Under a transition rule, capital losses arising in a taxable year beginning after December 22, 2010 must be used before capital losses realized in a taxable year beginning on or before December 22, 2010.

The amount of capital losses that can be carried forward and used in any single year is subject to an annual limitation if there is a more than 50% “change in ownership” of a Fund. An ownership change generally results when shareholders owning 5% or more of a Fund increase their aggregate holdings by more than 50% over a three-year look-back period. An ownership change could result in capital loss carryovers being used at a slower rate (or, in the case of those realized in taxable years of a Fund beginning on or before December 22, 2010, to expire unused), thereby reducing a Fund’s ability to offset capital gains with those losses. An increase in the amount of taxable gains distributed to a Fund’s shareholders could result from an ownership change. The Funds undertake no obligation to avoid or prevent an ownership change, which can occur in the normal course of shareholder purchases and redemptions or as a result of engaging in a tax-free reorganization with another fund. Moreover, because of circumstances beyond a Fund’s control, there can be no assurance that a Fund will not experience, or has not already experienced, an ownership change. Additionally, if a Fund engages in a tax-free reorganization with another fund, the effect of these and other rules not discussed herein may be to disallow or postpone the use by a Fund of its capital loss carryovers (including any current year losses and built-in losses when realized) to offset its own gains or those of the other fund, or vice versa, thereby reducing the tax benefits Fund shareholders would otherwise have enjoyed from use of such capital loss carryovers.

Equalization Accounting

Each Fund may use “equalization accounting” (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If a Fund uses equalization accounting, it will

 

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allocate a portion of its undistributed investment company taxable income and net capital gain to redemptions of Fund shares and will correspondingly reduce the amount of such income and gains that it distributes in cash. If the IRS determines that a Fund’s allocation is improper and that the Fund has under-distributed its income and gain for any taxable year, the Fund may be liable for federal income and/or excise tax. If, as a result of such adjustment, the Fund fails to satisfy the Distribution Requirement, the Fund will not qualify that year as a regulated investment company the effect of which is described in the following paragraph.

Taxation of the Funds’ Shareholders

Each Fund intends to distribute substantially all of its net investment income and net realized capital gains, if any, annually. The per-share dividends on a Fund’s Investor Class shares will normally be lower than the per-share dividends on its Institutional Class shares as a result of the shareholder service fees applicable to the Investor Class shares.

Any capital loss a shareholder realizes on a redemption of Fund shares held for six months or less must be treated as a long-term (not a short-term) capital loss to the extent of any capital gain distributions received with respect to those shares. In addition, any loss a shareholder realizes on a redemption of Fund shares will be disallowed to the extent the shares are replaced within a 61-day period beginning 30 days before and ending 30 days after the disposition of the shares. In that case, the basis in the acquired shares will be adjusted to reflect the disallowed loss.

If the NAV of a shareholder’s Fund shares is reduced, by reason of a distribution of net investment income or realized net capital gains, below the shareholder’s cost, the distribution nevertheless will be taxable to the shareholder. A redemption of those shares at that time, however, would result in a capital loss for federal income tax purposes.

Dividends a Fund pays to a nonresident alien individual, foreign corporation or partnership, or foreign trust or estate (each, a “foreign shareholder”), other than (1) dividends paid to a foreign shareholder whose ownership of shares is effectively connected with a trade or business within the United States the shareholder conducts and (2) capital gain distributions paid to a nonresident alien individual who is physically present in the United States for no more than 182 days during the taxable year, generally will be subject to a federal withholding tax of 30% (or lower treaty rate). Two categories of dividends, however, “short-term capital gain dividends” and “interest-related dividends,” if reported by a Fund in writing to its shareholders, will be exempt from that tax. “Short-term capital gain dividends” are dividends that are attributable to net short-term capital gain, computed with certain adjustments. “Interest-related dividends” are dividends that are attributable to “qualified net interest income” ( i.e. , “qualified interest income,” which generally consists of certain original issue discount, interest on obligations “in registered form,” and interest on deposits, less allocable deductions) from sources within the United States. Depending on the circumstances, a Fund may designate all, some or none of the Fund’s potentially eligible dividends as eligible for the exemption from withholding tax, and a portion of the Fund’s distributions (e.g., interest and dividends from foreign sources or any foreign currency gains) would be ineligible for such exemption.

Foreign Account Tax Compliance Act ( FATCA ). Under FATCA, “foreign financial institutions” (“FFIs”) or “non-financial foreign entities” (“NFFEs”) that are shareholders in a Fund may be subject to a generally nonrefundable 30% withholding tax on income dividends paid by a Fund. As discussed more fully below, the FATCA withholding tax generally can be avoided (a) by an FFI, if it reports certain information regarding direct and indirect ownership of financial accounts U.S. persons hold with the FFI and (b) by an NFFE that certifies its status as such and, in certain circumstances, either that (i) it has no substantial U.S. persons as owners or (ii) it does have such owners and reports information relating to them to the withholding agent (which may be the Fund).

 

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The U.S. Treasury has negotiated intergovernmental agreements (“IGAs”) with certain countries and is in various stages of negotiations with a number of other foreign countries with respect to one or more alternative approaches to implement FATCA. Entities in those countries may be required to comply with the terms of the IGA instead of Treasury regulations.

An FFI can avoid FATCA withholding by becoming a “participating FFI,” which requires the FFI to enter into a tax compliance agreement with the Service under section 1471(b) of the Code. Under such an agreement, a participating FFI agrees to (1) verify and document whether it has U.S. accountholders, (2) report certain information regarding their accounts to the Service, and (3) meet certain other specified requirements.

An FFI resident in a country that has entered into a Model I IGA with the United States must report to the government of that country (pursuant to the terms of the applicable IGA and applicable law), which will, in turn, report to the Service. An FFI resident in a Model II IGA country generally must comply with U.S. regulatory requirements, with certain exceptions, including the treatment of recalcitrant accountholders. An FFI resident in one of those countries that complies with whichever of the foregoing applies will be exempt from FATCA withholding.

An NFFE that is the beneficial owner of a payment from a Fund can avoid FATCA withholding generally by certifying its status as such and, in certain circumstances, either that (1) it does not have any substantial U.S. owners or (2) it does have one or more such owners and reports the name, address, and taxpayer identification number of each such owner. The NFFE will report to the relevant Fund or other applicable withholding agent, which will, in turn, report any required information to the Service.

Those foreign shareholders also may fall into certain exempt, excepted, or deemed compliant categories established by Treasury regulations, IGAs, and other guidance regarding FATCA. An FFI or NFFE that invests in a Fund will need to provide the Fund with documentation properly certifying the entity’s status under FATCA to avoid FATCA withholding. The requirements imposed by FATCA are different from, and in addition to, the tax certification rules to avoid backup withholding described above. Foreign investors are urged to consult their tax advisers regarding the application of these requirements to their own situation and the impact thereof on their investment in the Fund.

*    *    *    *    *

The foregoing is an abbreviated summary of the federal income tax consequences of an investment in a Fund. It is based on the applicable provisions of the Code and Treasury regulations presently in effect and existing judicial decisions and administrative pronouncements, all of which are subject to change (which has occurred frequently in recent years), or differing interpretations, any of which may be prospective or retroactive. Fund distributions also may be subject to state and local taxes. Investors are urged to consult their attorneys or other tax advisers regarding specific questions as to federal, foreign, state, or local taxes.

GENERAL INFORMATION

Description of Shares

The Declaration of Trust permits the Trustees to establish and designate separate portfolios or funds of the Trust holding the assets of the Trust, the beneficial interests in each of which are represented by separate series of shares. The Trustees are permitted to issue an unlimited number of full and fractional shares of beneficial interest and to divide or combine the shares into a greater or lesser number of shares without thereby changing the proportionate beneficial interest in the particular fund. Each share represents an interest in a fund proportionately equal to the interest of each other share, except that the Investor Class shares are subject to shareholder service fees. The holders of shares have no preemptive or conversion rights. Shares when issued pursuant to the

 

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Prospectus are fully paid and non-assessable. Upon a Fund’s liquidation, all shareholders would share pro rata in the net assets of the Fund available for distribution to shareholders. If they deem it advisable and in the best interest of shareholders, the Board may create additional classes of shares.

The Trust or any of the Funds may be terminated if approved by the Trustees pursuant to written notice to shareholders or by the approval of the holders of a majority of the Trust’s (or the respective Fund’s) outstanding shares, as defined in the 1940 Act. Under the 1940 Act, the vote of the holders of a “majority” of a Fund’s outstanding voting securities means the vote of the holders of the lesser of (1) 67% of the shares of the Fund represented at a meeting at which the holders of more than 50% of its outstanding shares are represented or (2) more than 50% of the outstanding shares of the Fund. If not so terminated, the Trust and the Funds will continue indefinitely.

Trustee and Shareholder Liability

The Declaration of Trust provides that the Trustees will not be liable for any act, omission or obligation of the Trust or any Trustee, but nothing in the Declaration of Trust protects a Trustee against any liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Declaration of Trust also provides that the Trust shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon.

Under Delaware law, the shareholders of the Trust enjoy the same limitations extended to shareholders of private for-profit corporations. There is a remote possibility, however, that under certain circumstances shareholders of the Trust may be held liable for the Trust’s obligations. The Declaration of Trust contains an express disclaimer of shareholder liability for the Trust’s acts or obligations and provides that every note, bond, contract, or other undertaking issued by or on behalf of the Trust or the Trustees relating to the Trust or any portfolio shall include a recitation limiting the obligation represented thereby to the Trust and its assets or to one or more portfolios and their assets. The Declaration of Trust provides for indemnification and reimbursement of expenses out of the Trust’s property for any shareholder held personally liable for the Trust’s obligations solely by reason of being or having been a shareholder and not because of his/her/its acts or omissions or for some other reason. Thus, the risk of a shareholder incurring financial loss on account of such liability is limited to circumstances in which the Trust itself would be unable to meet its obligations and where the other party was held not to be bound by the disclaimer.

Other Information

The Prospectus and this Statement of Additional Information, any contracts filed as exhibits to the Trust’s registration statement, related regulatory filings, and any other Fund communications or disclosure documents do not create any contractual obligations between a Fund and shareholders. A Fund may amend any of these documents, enter into or amend other contracts, and interpret its investment objective, policies, restrictions and contractual provisions applicable to it, without shareholder approval except where shareholder approval is specifically required by law or the Trust’s governing documents or where a shareholder approval requirement is specifically disclosed in the Trust’s then-current Prospectus or Statement of Additional Information. Further, shareholders are neither parties nor intended third-party beneficiaries of any contracts entered into by (or on behalf of) a Fund, including contracts with the Investment Adviser or other parties providing services to the Fund.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP, 601 South Figueroa Street, Los Angeles, CA 90017, has been selected as the independent registered public accounting firm of the Funds. The independent registered public accounting firm is responsible for auditing the annual financial statements of the Funds.

 

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Custodian

The Bank of New York Mellon, 2 Hanson Place, Brooklyn, NY 11217, acts as custodian of each Fund’s assets. Under its contract with the Trust, the Custodian is authorized to establish and maintain one or more securities accounts and cash accounts for each Fund and to cause foreign securities owned by the Trust to be held in its offices outside the U.S. and with certain foreign banks and securities depositories. The Custodian is responsible for safeguarding and controlling the Funds’ cash and securities, handling the receipt and delivery of securities and collecting interest and dividends on the Funds’ investments.

The Custodian, the Global Absolute Return Fund and swap counterparties have also entered into customary triparty control agreements providing for the Custodian to maintain that Fund’s assets pledged as collateral while providing the counterparty access to the account to verify assets and to receive collateral in the event that Fund defaults on its obligations under the swap agreements.

Transfer Agent

DST Systems, Inc., 333 West 11 th Street, 5 th Floor, Kansas City, Missouri 64105, serves as the transfer agent and dividend disbursing agent for the Trust under an agency agreement with the Trust. The Transfer Agent is responsible for the issuance, transfer and redemption of shares and the opening, maintenance and servicing of shareholder accounts.

Legal Counsel

Dechert LLP, One Bush Street, Suite 1600, San Francisco, CA 94104, is counsel for the Trust. Certain legal matters in connection with the capital shares offered by the Prospectus have been passed upon for the Funds by Dechert LLP.

Reports to Shareholders

The fiscal year of the Funds ends on September 30 of each year. Each Fund sends to its shareholders at least semi-annually reports showing the Fund’s portfolio and other information. An annual report containing financial statements audited by an independent registered public accounting firm is sent to shareholders each year. After the end of each year, shareholders will receive federal income tax information regarding dividends and capital gain distributions.

Shareholder Inquiries

Shareholder inquiries may be addressed to the Funds at the address or telephone number set forth on the cover page of this Statement of Additional Information.

Additional Information

The Prospectus and this Statement of Additional Information do not contain all the information set forth in the Registration Statement and the exhibits relating thereto, which the Funds have filed with the Commission, under the Securities Act and the 1940 Act, to which reference is hereby made.

Financial Statements

The audited financial statements of the Funds and the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, thereon are incorporated herein by reference to the applicable Funds’ annual reports to shareholders for the fiscal year ended September 30, 2018. Such financial statements have been incorporated herein in reliance upon such reports and on the authority of PricewaterhouseCoopers LLP

 

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as experts in accounting and auditing. The annual reports are available upon request without charge by contacting the Funds at the address or telephone number set forth on the cover page of this Statement of Additional Information or at www.causewayfunds.com.

Control Persons and Principal Holders of Securities

As of January 1, 2019, the officers and Trustees, as a group, owned of record or beneficially less than 1% of the outstanding voting securities of each Fund.

As of January 1, 2019, the following persons owned 5% or more of a class of the outstanding voting securities of a Fund. The ownership percentages below represent ownership of record rather than beneficial ownership:

International Value Fund:

 

Name and Address    Class Owned   

Percentage of

Class Owned

 

National Financial Services LLC

FBO Exclusive Benefit of Customers

Attn: Mutual Funds Dept., 5 th Floor

200 Liberty Street

One World Financial Center

New York, NY 10281-1003

   Investor Class      78.09

Charles Schwab & Co. Inc

Special Custody Account for the

Benefit of Customers

Attn: Mutual Funds

101 Montgomery Street

San Francisco, CA 94104-4151

   Investor Class      10.96

National Financial Services LLC

FBO Exclusive Benefit of Customers

Attn: Mutual Funds Dept., 5 th Floor

200 Liberty Street

One World Financial Center

New York, NY 10281-1003

   Institutional Class      21.72

JP Morgan Securities LLC Omni A/C

Exclusive Benefit of Customers

4 Chase Metrotech Center

3 rd Floor Mutual Fund Dept

Brooklyn, NY 11245-0003

   Institutional Class      17.50

Charles Schwab & Co. Inc

Special Custody Account for the

Benefit of Customers

Attn: Mutual Funds

101 Montgomery Street

San Francisco, CA 94104-4151

   Institutional Class      6.63

Edward Jones & Co.

Attn: Mutual Fund Shareholder Accounting

12555 Manchester Road

Saint Louis, MO 63043

   Institutional Class      5.81

 

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Global Value Fund:

 

Name and Address    Class Owned   

Percentage of

Class Owned

 

Private Individual

Manhattan Beach, CA

   Investor Class      35.52

National Financial Services LLC

FBO Exclusive Benefit of Customers

Attn: Mutual Funds Dept., 5 th Floor

200 Liberty Street

One World Financial Center

New York, NY 10281-1003

   Investor Class      18.77

Charles Schwab & Co. Inc

Special Custody Account for the

Benefit of Customers

Attn: Mutual Funds

101 Montgomery Street

San Francisco, CA 94104-4151

   Investor Class      14.91

Private Individual

Pasadena, CA

   Investor Class      14.81

SEI Private Trust Company Cust.

Roth Combined IRA 01/01/2012

FBO Customer

Winnetka, IL 60093

   Investor Class      10.91

MITRA & Co.

FBO 98

c/o Reliance Trust Company WI

480 Pilgrim Way

Suite 1000

Green Bay, WI 54304-5280

   Institutional Class      20.20

Capinco C/O US Bank NA

1555 N Rivercenter Drive

Suite 302

Milwaukee, WI 53212-3958

   Institutional Class      19.95

Morgan Stanley Smith Barney LLC

FBO Its Customers

1 New York Plaza, 12 th Floor

New York, NY 10004-1965

   Institutional Class      16.40

National Financial Services LLC

FBO Exclusive Benefit of Customers

Attn: Mutual Funds Dept. 5 th Floor

200 Liberty Street

One World Financial Center

New York, NY 10281-1003

   Institutional Class      13.68

 

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Name and Address    Class Owned   

Percentage of

Class Owned

 

SEI Private Trust Company

c/o M&T Bank ID 337

Attn: Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456-9989

   Institutional Class      11.05

SEI Private Trust Company

c/o Mellon Bank ID 225

Attn: Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456-9989

   Institutional Class      6.65

Emerging Markets Fund:

 

Name and Address    Class Owned   

Percentage of

Class Owned

 

National Financial Services LLC

FBO Exclusive Benefit of Customers

Attn: Mutual Funds Dept., 5 th Floor

200 Liberty Street

One World Financial Center

New York, NY 10281-1003

   Investor Class      78.10

Charles Schwab & Co. Inc

Special Custody Account for the

Benefit of Customers

Attn: Mutual Funds

101 Montgomery Street

San Francisco, CA 94104-4151

   Investor Class      10.57

Morgan Stanley Smith Barney LLC

FBO Its Customers

1 New York Plaza, 12 th Floor

New York, NY 10004-1965

   Institutional Class      35.18

National Financial Services LLC

FBO Exclusive Benefit of Customers

Attn: Mutual Funds Dept., 5 th Floor

200 Liberty Street

One World Financial Center

New York, NY 10281-1003

   Institutional Class      14.08

Band & Co C/O US Bank NA

P.O. Box 1787

Milwaukee, WI 53201-1787

   Institutional Class      7.80

 

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International Opportunities Fund:

 

Name and Address    Class Owned   

Percentage of

Class Owned

 

Charles Schwab & Co. Inc

Special Custody Account for the

Benefit of Customers

Attn: Mutual Funds

101 Montgomery Street

San Francisco, CA 94104-4151

   Investor Class      65.42

National Financial Services LLC

FBO Exclusive Benefit of Customers

Attn: Mutual Funds Dept., 5th Floor

200 Liberty Street

One World Financial Center

New York, NY 10281-1003

   Investor Class      28.67

MAC & Co.

Attn: Mutual Fund Ops

500 Grant Street

Room 151-1010

Pittsburgh, PA 15230-3198

   Institutional Class      21.94

Capinco C/O US Bank NA

1555 N Rivercenter Drive

Suite 302

Milwaukee, WI 53212-3958

   Institutional Class      20.16

Charles Schwab & Co. Inc

Special Custody Account for the

Benefit of Customers

Attn: Mutual Funds

101 Montgomery Street

San Francisco, CA 94104-4151

   Institutional Class      18.69

National Financial Services LLC

FBO Exclusive Benefit of Customers

Attn: Mutual Funds Dept., 5th Floor

200 Liberty Street

One World Financial Center

New York, NY 10281-1003

   Institutional Class      11.05

Vallee & CO FBO JI

C/O Reliance Trust Company (WI)

480 Pilgrim Way Suite 1000

Green Bay, WI 54304-5280

   Institutional Class      6.12

State Street Bank & Trust Co.

FBO The Bridger Reclamation Tr.

C/O Diane Severino VP

Attn: Luis Belo

1200 Crown Colony Drive #CC1

Quincy, MA 02169-0938

   Institutional Class      5.45

 

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Name and Address    Class Owned   

Percentage of

Class Owned

 

SEI Private Trust Company

c/o M&T Bank ID 337

Attn: Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456-9989

   Institutional Class      5.24

Global Absolute Return Fund:

 

Name and Address    Class Owned   

Percentage of

Class Owned

 

National Financial Services LLC

FBO Exclusive Benefit of Customers

Attn: Mutual Funds Dept. 5 th Floor

200 Liberty Street

One World Financial Center

New York, NY 10281-1003

   Investor Class      37.84

Charles Schwab & Co. Inc

Special Custody Account for the

Benefit of Customers

Attn: Mutual Funds

101 Montgomery Street

San Francisco, CA 94104-4151

   Investor Class      26.41

Private Individual

Los Angeles, CA

   Investor Class      15.09

Morgan Stanley Smith Barney

Harborside Financial Center

Plaza 2 3 rd FL

Jersey City, NJ 07311

   Investor Class      10.58

MID Atlantic Trust Company FBO

MATC FBO Various Lions Gate Wealth

1251 Waterfront Place, Suite 525

Pittsburgh, PA 15222-4228

   Investor Class      8.56

Ameritrade Inc. For The Exclusive Benefit Of

Our Customers

P.O. Box 2226

Omaha, NE 68103-2226

   Investor Class      7.62

National Financial Services LLC

FBO Exclusive Benefit of Customers

Attn: Mutual Funds Dept., 5 th Floor

200 Liberty Street

One World Financial Center

New York, NY 10281-1003

   Institutional Class      40.27

Morgan Stanley Smith Barney LLC

FBO Its Customers

1 New York Plaza, 12 th Floor

New York, NY 10004-1965

   Institutional Class      31.47

 

75


International Small Cap Fund:

 

Name and Address    Class Owned   

Percentage of

Class Owned

 

Causeway Capital Management LLC

11111 Santa Monica Blvd., 15 th Floor

Los Angeles, CA 90025-3349

   Institutional Class      55.85

Deluxe Corporation Master Retirement Trust

Attn: Retirement Plan Dept

3680 Victoria Street North

Shoreview, MN 55126-2906

   Institutional Class      22.54

Morgan Stanley Smith Barney LLC

FBO Its Customers

1 New York Plaza, 12 th Floor

New York, NY 10004-1965

   Institutional Class      7.76

Charles Schwab & Co. Inc.

Special Custody Account

For the Benefit of Customers

Attn Mutual Funds

211 Main Street

San Francisco, CA 94105-1905

   Institutional Class      5.26

National Financial Services LLC

FBO Executive Benefit of Customers

Attn Mutual Funds Dept 5 th Floor

200 Liberty Street

One World Financial Center

New York, NY 10281-1003

   Investor Class      65.04

Charles Schwab & CO INC

Special Custody Account

For the Benefit of Customers

Attn Mutual Funds

101 Montgomery St

San Francisco, CA 94104-4151

   Investor Class      22.34

TD Ameritrade Inc For The Exclusive

Benefit Of Our Clients

PO Box 2226

Omaha, NE 68103-2226

   Investor Class      9.25

 

76


PART C

OTHER INFORMATION

Item 28. Exhibits

 

(a)    (1)    Declaration of Trust (1)
   (2)    Amendment No. 1 to Schedule A to Declaration of Trust (6)
   (3)    Amendment No. 2 to Schedule A to Declaration of Trust (8)
   (4)    Amendment No. 3 to Schedule A to Declaration of Trust (9)
   (5)    Amendment No. 4 to Schedule A to Declaration of Trust (11)
   (6)    Amendment No. 5 to Schedule A to Declaration of Trust (13)
   (7)    Amendment No. 6 to Schedule A to Declaration of Trust (14)
   (8)    Amendment No. 7 to Schedule A to Declaration of Trust (18)
(b)    (1)    Amended and Restated Bylaws (23)
(c)    Instruments defining rights of Shareholders – none, see Declaration of Trust
(d)    (1)    Investment Advisory Agreement for Causeway International Value Fund (2)
   (2)    Investment Advisory Agreement for Causeway Emerging Markets Fund (7)
   (3)    Investment Advisory Agreement for Causeway Global Value Fund (9)
   (4)    Investment Advisory Agreement for Causeway International Opportunities Fund (19)
   (5)    Investment Advisory Agreement for Causeway Global Absolute Return Fund (14)
   (6)    Amendment to Investment Advisory Agreement for Causeway Global Value Fund (16)
   (7)    Investment Advisory Agreement for Causeway International Small Cap Fund (20)
   (8)    Amendment to Investment Advisory Agreement for Causeway Global Absolute Return Fund (23)
(e)    (1)    Underwriting Agreement (2)
   (2)    Amendment No. 1 to Distribution Agreement (6)
   (3)    Amendment No. 2 to Distribution Agreement (8)
(f)    Bonus or Profit Sharing Contracts — none
(g)    (1)    Custody Agreements for Causeway International Value Fund (2)
   (2)    Amendment to Custody Agreement for Causeway Emerging Markets Fund (7)
   (3)    Amendment to Custody Agreement for Causeway Global Value Fund (9)
   (4)    Amendment to Custody Agreement for Causeway International Opportunities Fund (12)
   (5)    Amendment to Custody Agreement for Causeway Global Absolute Return Fund (14)
   (6)    Amendment to Custody Agreement for Causeway International Small Cap Fund (20)
   (7)    Supplement to the Custody Agreement Hong Kong – China – Stock Connect Service*
(h)    Other Material Contracts
   (1)    Administration Agreement (2)
   (2)    Amendment No. 1 to Administration Agreement (5)
   (3)    Amendment No. 2 to Administration Agreement / Amendment No. 1 to Distribution Agreement (6)
   (4)    Amendment No. 3 to Administration Agreement (7)
   (5)    Amendment No. 4 to Administration Agreement (9)
   (6)    Amendment No. 5 to Administration Agreement (11)
   (7)    Amendment No. 6 to Administration Agreement (12)
   (8)    Amendment No. 7 to Administration Agreement (14)
   (9)    Amendment No. 8 to Administration Agreement (16)


   (10)    Amendment No. 9 to Administration Agreement (20)
   (11)    Amendment No. 10 to Administration Agreement (21)
   (12)    Shareholder Service Plan and Agreement (2)
   (13)    Amendment No. 11 to Administration Agreement (23)
   (14)    Expense Limit Agreement for Causeway International Small Cap Fund (24)
   (15)    Expense Limit Agreement for Causeway International Value Fund*
   (16)    Expense Limit Agreement for Causeway Emerging Markets Fund*
   (17)    Expense Limit Agreement for Causeway Global Value Fund*
   (18)    Expense Limit Agreement for Causeway International Opportunities Fund*
   (19)    Expense Limit Agreement for Causeway Global Absolute Return Fund*
(i)    Legal Opinion*
(j)    Other Opinions
   (1)    Consent of independent registered public accounting firm*
(k)    Omitted Financial statements – none
(l)    Initial Capital Agreement (2)
(m)    Rule 12b-1 Plan – not applicable
(n)    (1)    Rule 18f-3 Plan (2)
   (2)    Amended Rule 18f-3 Plan (15)
   (3)    Amended Rule 18f-3 Plan (23)
(o)    Reserved
(p)    (1)    Codes of Ethics of Registrant and its investment adviser (3)
   (2)    Code of Ethics of Registrant’s principal underwriter (3)
   (3)    Amended Code of Ethics of Registrant and its investment adviser (4)
   (4)    Amended Code of Ethics of Registrant’s principal underwriter (4)
   (5)    Amended Code of Ethics of Registrant and its investment adviser (6)
   (6)    Amended Code of Ethics of Registrant and its investment adviser (8)
   (7)    Amended Code of Ethics of Registrant and its investment adviser (14)
   (8)    Amended Code of Ethics of Registrant and its investment adviser (17)
   (9)    Amended Code of Ethics of Registrant and its investment adviser (21)
   (10)    Amended Code of Ethics of Registrant’s principal underwriter (21)
   (11)    Amended Code of Ethics of Registrant and its investment adviser (22)
   (12)    Amended Code of Ethics of Registrant’s principal underwriter (22)
   (13)    Amended Code of Ethics of Registrant and its investment adviser (23)
   (14)    Amended Code of Ethics of Registrant’s principal underwriter (23)
   (15)    Amended Code of Ethics of Registrant and its investment adviser (24)
   (16)    Amended Code of Ethics of Registrant’s principal underwriter (24)
   (17)    Amended Code of Ethics of Registrant’s principal underwriter*

 

 

(1)  

Incorporated by reference from Registrant’s initial Registration Statement filed on August 15, 2001.

(2)  

Incorporated by reference from Pre-Effective Amendment No. 1 filed on October 15, 2001.

(3)  

Incorporated by reference from Post-Effective Amendment No. 2 filed on January 28, 2003.

(4)  

Incorporated by reference from Post-Effective Amendment No. 5 filed on January 28, 2005.

(5)  

Incorporated by reference from Post-Effective Amendment No. 6 filed on January 30, 2006.

(6)  

Incorporated by reference from Post-Effective Amendment No. 7 filed on November 16, 2006.

(7)  

Incorporated by reference from Post-Effective Amendment No. 8 filed on January 30, 2007.

(8)  

Incorporated by reference from Post-Effective Amendment No. 9 filed on January 30, 2008.


(9)  

Incorporated by reference from Post-Effective Amendment No. 11 filed on April 29, 2008.

(10)  

Incorporated by reference from Post-Effective Amendment No. 12 filed on January 30, 2009.

(11)  

Incorporated by reference from Post-Effective Amendment No. 13 filed on October 15, 2009.

(12)  

Incorporated by reference from Post-Effective Amendment No. 14 filed on December 31, 2009.

(13)  

Incorporated by reference from Post-Effective Amendment No. 15 filed on October 14, 2010.

(14)  

Incorporated by reference from Post-Effective Amendment No. 19 filed on January 21, 2011.

(15)  

Incorporated by reference from Post-Effective Amendment No. 23 filed on January 31, 2012.

(16)  

Incorporated by reference from Post-Effective Amendment No. 25 filed on January 28, 2013.

(17)  

Incorporated by reference from Post-Effective Amendment No. 27 filed on January 28, 2014.

(18)  

Incorporated by reference from Post-Effective Amendment No. 30 filed on August 5, 2014.

(19)  

Incorporated by reference from Post-Effective Amendment No. 32 filed on October 15, 2014.

(20)  

Incorporated by reference from Post-Effective Amendment No. 33 filed on October 20, 2014.

(21)  

Incorporated by reference from Post-Effective Amendment No. 38 filed on January 28, 2016.

(22)  

Incorporated by reference from Post-Effective Amendment No. 40 filed on January 26, 2017.

(23)  

Incorporated by reference from Post-Effective Amendment No. 42 filed on January 25, 2018.

(24)  

Incorporated by reference from Post-Effective Amendment No. 46 filed on July 24, 2018.

*

Filed herewith.

Item 29. Persons Controlled by or Under Common Control With Registrant

There are no persons controlled by or under common control with the Registrant.

Item 30. Indemnification

Article VIII of the Registrant’s Declaration of Trust, provides for indemnification of certain persons acting on behalf of the Registrant. Article VIII, Section 8.1 provides that a trustee, when acting in such capacity, shall not be personally liable to any person for any act, omission, or obligation of the Registrant or any trustee; provided, however, that nothing contained in the Registrant’s Declaration of Trust or in the Delaware Statutory Trust Act shall protect any trustee against any liability to the Registrant or the shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the office of trustee.

Article VII, Section 3 of the Registrant’s Bylaws also provides that every person who is, or has been, a trustee or officer of the Registrant is indemnified to the fullest extent permitted by the Delaware Statutory Trust Act, the Registrant’s Bylaws and other applicable law.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


Item 31. Business and Other Connections of Investment Adviser

See “Management of the Fund” in the Prospectus and Statement of Additional Information.

The Investment Adviser, a Delaware limited liability company, is a registered investment adviser. Information as to the officers and managing member of the Investment Adviser is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 113308), and is incorporated herein by reference.

Item 32. Principal Underwriter

 

(a)

Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser.

Registrant’s distributor, SEI Investments Distribution Co. (the “Distributor”), acts as distributor for:

 

SEI Daily Income Trust    July 15, 1982
SEI Tax Exempt Trust    December 3, 1982
SEI Institutional Managed Trust    January 22, 1987
SEI Institutional International Trust    August 30, 1988
The Advisors’ Inner Circle Fund    November 14, 1991
The Advisors’ Inner Circle Fund II    January 28, 1993
Bishop Street Funds    January 27, 1995
SEI Asset Allocation Trust    April 1, 1996
SEI Institutional Investments Trust    June 14, 1996
City National Rochdale Funds (f/k/a CNI Charter Funds)    April 1, 1999
Causeway Capital Management Trust    September 20, 2001
ProShares Trust    November 14, 2005
Community Capital Trust (f/k/a Community Reinvestment Act   
Qualified Investment Fund)    January 8, 2007
TD Asset Management USA Funds Inc.    July 25, 2007
SEI Structured Credit Fund, LP    July 31, 2007
Global X Funds    October 24, 2008
ProShares Trust II    November 17, 2008
Exchange Traded Concepts Trust (f/k/a FaithShares Trust)    August 7, 2009
Schwab Strategic Trust    October 12, 2009
RiverPark Funds Trust    September 8, 2010
Adviser Managed Trust    December 10, 2010
New Covenant Funds    March 23, 2012
Cambria ETF Trust    August 30, 2012
Highland Funds I (f/k/a Pyxis Funds I)    September 25, 2012
KraneShares Trust    December 18, 2012


SEI Insurance Products Trust    September 10, 2013
The KP Funds    September 19, 2013
The Advisors’ Inner Circle Fund III    February 12, 2014
SEI Catholic Values Trust    March 24, 2015
SEI Hedge Fund SPC    June 26, 2015
SEI Energy Debt Fund    June 30, 2015
Gallery Trust    January 8, 2016
Schroder Series Trust    February 10, 2017
Schroder Global Series Trust    February 10, 2017
City National Rochdale Select Strategies Fund    March 1, 2017
Metaurus Equity Component Trust    October 2, 2017
Causeway ETMF Trust    December 28, 2017
Impact Shares Trust    March 1, 2018
City National Rochdale Strategic Credit Fund    May 16, 2018
Symmetry Panoramic Trust    July 23, 2018

The Distributor provides numerous financial services to investment managers, pension plan sponsors, and bank trust departments. These services include portfolio evaluation, performance measurement and consulting services (“Funds Evaluation”) and automated execution, clearing and settlement of securities transactions (“MarketLink”).

 

(b)

The following table provides information concerning the positions and offices that each director or officer of the Distributor holds with the Distributor and the Registrant. Unless otherwise noted, the business address of each director or officer is One Freedom Valley Drive, Oaks, PA 19456.

 

Name

  

Position and Office

with Distributor

  

Positions and Offices

with Registrant

William M. Doran    Director    —  
Paul F. Klauder    Director    —  
Wayne M. Withrow    Director    —  
Kevin P. Barr    Director, President, & Chief Executive Officer    —  
Maxine J. Chou    Chief Financial Officer, Chief Operations Officer, & Treasurer    —  
Karen E. LaTourette                Chief Compliance Officer, Anti-Money Laundering Officer & Assistant Secretary    —  
John C. Munch    General Counsel & Secretary    —  
Mark J. Held    Senior Vice President    —  
John P. Coary    Vice President & Assistant Secretary    —  
Lori L. White    Vice President & Assistant Secretary    —  
Judith A. Hirx    Vice President    —  
Jason McGhin    Vice President    —  
Gary Michael Reese    Vice President    —  
Robert M. Silvestri    Vice President    —  


Item 33. Location of Accounts and Records

Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules promulgated thereunder, are maintained as follows: (a) With respect to Rules 31a-1(b)(2)(i)(a) – (e) and 31a-1(b)(3), the required books and records will be maintained at the offices of Registrant’s Custodian: The Bank of New York Mellon, One Wall Street, New York, NY 10286; (b) With respect to Rules 31a-1(a); 31a-1(b)(1); 31a-1(b)(2)(i)(c) – (f); 31a-1(b)(2)(ii) – (iii); and 31a-1(b)(3) – (8), the required books and records are maintained at the offices of Registrant’s Administrator: SEI Investments Global Funds Services, One Freedom Valley Drive, Oaks, Pennsylvania 19456; (c) With respect to Rules 31a-1 (b)(2)(iii); 31a-1(b)(4) – (7); 31a-1 (b)(9) – (11); and 31a-1(f), the required books and records are maintained at the principal offices of the Registrant’s Investment Adviser: Causeway Capital Management LLC, 11111 Santa Monica Blvd., 15 th Floor, Los Angeles, CA 90025; (d) With respect to Rule 31a-1 (b)(2)(iv), the required books and records are maintained at the offices of the Registrant’s Transfer Agent: DST Systems, Inc., 333 West 11 th Street, 5 th Floor, Kansas City, MO 64105; and (e) With respect to Rule 31a-1 (d), the required books and records are maintained at the offices of the Registrant’s Distributor, SEI Investments Distribution Co., One Freedom Valley Drive, Oaks, PA 19456.

Item 34. Management Services

None.

Item 35. Undertakings

None.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 48 to the Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized in Los Angeles, California on the 25th day of January, 2019.

 

CAUSEWAY CAPITAL MANAGEMENT TRUST
/s/ Turner Swan
By: Turner Swan
President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

NAME

  

TITLE

 

DATE

/s/ Turner Swan

Turner Swan

   President   January 25, 2019

/s/ Eric Kleinschmidt

Eric Kleinschmidt

   Treasurer   January 25, 2019

John R. Graham*

John R. Graham

   Trustee and Chairman of the Board   January 25, 2019

Lawry J. Meister*

Lawry J. Meister

   Trustee   January 25, 2019

Eric H. Sussman*

Eric H. Sussman

   Trustee   January 25, 2019

Victoria B. Rogers*

Victoria B. Rogers

   Trustee   January 25, 2019

 

* By

 

/s/ Turner Swan

 

(Turner Swan, pursuant to a power of attorney filed  herewith)


Exhibit Index

 

(g)

   (7)    Supplement to the Custody Agreement Hong Kong – China – Stock Connect Service

(h)

   (15)    Expense Limit Agreement for Causeway International Value Fund
   (16)    Expense Limit Agreement for Causeway Emerging Markets Fund
   (17)    Expense Limit Agreement for Causeway Global Value Fund
   (18)    Expense Limit Agreement for Causeway International Opportunities Fund
   (19)    Expense Limit Agreement for Causeway Global Absolute Return Fund
(i)    Legal Opinion

(j)

   (1)    Consent of independent registered public accounting firm

(p)

   (17)    Amended Code of Ethics of Registrant’s principal underwriter

Powers of Attorney for John R. Graham, Lawry J. Meister, Eric H. Sussman and Victoria B. Rogers, Trustees of Causeway Capital Management Trust

[ Causeway Capital Management Trust Letterhead ]

SUPPLEMENT TO THE CUSTODY AGREEMENT

HONG KONG - CHINA – STOCK CONNECT SERVICE

SPSA Plus Multi Broker Model

Date: March 9, 2018

To: The Bank of New York Mellon

Re: Hong Kong - China – Stock Connect Service

Dear Sir or Madam:

Reference is made to the Custody Agreement entered into between Causeway Capital Management Trust ( Client ) and The Bank of New York Mellon as custodian ( BNYM ) dated October 19, 2001, as amended or supplemented from time to time ( CA ). This letter ( Letter ) serves as a supplement to the CA and applies to all portfolios of Client listed on Appendix A to this Letter (each a Portfolio ).

This Letter relates to the Hong Kong - China – Stock Connect Service (as the same is defined in the Rules of the Stock Exchange of Hong Kong and as hereafter referred to in this Letter, the China Connect Service or Connect ). Connect is a trading and clearing service between Shanghai Stock Exchange, Shenzhen Stock Exchange, China Securities Depository and Clearing Corporation Limited ( China Connect Clearing House ), the Stock Exchange of Hong Kong ( SEHK ) and the Hong Kong Stock Exchange’s clearing and nominee company, Hong Kong Securities Clearing Company Ltd. ( HKSCC ). The service applies to securities ( China Connect Securities ) listed and traded on a China Connect Market via the China Connect Service.

Where used in this Letter, the term China Connect Market System has the meaning given to it in the Rules of the SEHK and the terms China Connect Market, China Connect Market Operator and China Connect Clearing Participant have the meanings given to them in the General Rules of the Central Clearing and Settlement Service established and operated by HKSCC ( CCASS ), as may be amended from time to time.

Client has indicated that it wishes to utilise the China Connect Service with respect to each Portfolio and this Letter sets out the terms and conditions upon which BNYM supports and provides access to Connect.

 

  (a)

In respect of the China Connect Securities, BNYM will (and is authorised to):

(i) as required by BNYM or as agreed and instructed, either establish, maintain and operate a segregated account/sub-account for a particular Portfolio or maintain the China Connect Securities applicable to the Portfolio as part of such Portfolio’s existing and non-segregated account set up, in each case in accordance with the CA and on BNYM’s books and records (each a BNYM China Connect Account/Record ); and

(ii) at BNYM’s appointed subcustodian, the Hong Kong and Shanghai Banking Corporation Limited ( Subcustodian ), direct the establishment and maintenance in the books and records of the Subcustodian of an account for each separate Portfolio for the deposit, custody and safekeeping of such securities (each a China Connect Account ).


Client acknowledges and agrees that in respect of the China Connect Securities and Connect, the Subcustodian and its clearing affiliate is a participant with HKSCC and each Portfolio is opting to utilise the Special Segregated Account (SPSA) offering available at HKSCC through the Subcustodian for multiple broker appointment and dealing in China Connect Securities. An SPSA account will be established and maintained with HKSCC with respect to each separate Portfolio using the applicable identity and i.d. code and Client shall provide all information as is reasonably required to open and maintain the same.

Client is referred to the matters in paragraphs (i) and (j) below regarding HKSCC and its account with China Connect Clearing House.

 

  (b)

In accordance with the requirements of the China Connect Service for trades of China Connect Securities to be on market, Client agrees and undertakes to ensure that all transfers of China Connect Securities into or out of a relevant SPSA account/China Connect Account that it instructs BNYM to effect: (i) will not, unless permitted by the China Securities Regulatory Commission ( CSRC ), be in relation to the trading of China Connect Securities other than through the relevant China Connect Market System; and/or (ii) will only be made on a “no change of beneficial ownership” basis (excepting as noted in paragraph (e) below).

 

  (c)

Client instructions issued to BNYM for trades of China Connect Securities through Connect ( Instructions ) must be in the China Connect Service format required by BNYM (as specified in the BNYM service level description ( Service Level Description ) from time to time) that enables the special process detailed in the Service Level Description and such Instructions must be received by BNYM by the BNYM deadline (as specified in the Service Level Description from time to time). Client shall be responsible for issuing trade instructions to its broker engaged for trades in China Connect Securities, and Client is engaging its own broker or brokers ( Broker which term will include HSBC Broker and any Designated Connect Broker unless otherwise specified) for Connect. BNYM is not party to any brokerage arrangement or agreement entered into between Client and any Broker and takes no responsibility for such brokerage services. Where Client engages any of Hong Kong and Shanghai Banking Corporation Limited and its broker affiliate company, HSBC Securities Brokers (Asia) Limited ( HSBC Broker ) or such other brokers as it may from time to time include in its SPSA “Plus” service (any such other broker being a Designated Connect Broker ), the special terms outlined in paragraph (e)(ii) below will apply. Client must ensure that Instructions it provides to BNYM are correct and at all times consistent with the trading instructions it issues to a Broker. Client acknowledges and agrees that, prior to issuing trading instructions, it must ensure each applicable Portfolio has: (i) sufficient Yuan Renminbi – CNH or, as the case may be, US Dollars-USD or Hong Kong Dollars-HKD, for a purchase of China Connect Securities in its Cash Account (as defined below); and/or (ii) sufficient China Connect Securities for a sale of China Connect Securities in its BNYM China Connect Account/Record and corresponding SPSA account/China Connect Account.

 

  (d)

Client shall provide such information as may be required for Connect, including the particulars of its appointed Brokers from time to time and Client authorises BNYM to disclose such details to the Subcustodian. Client acknowledges and agrees that the pre-trade checking procedure of SEHK will be carried out against the relevant SPSA account(s) and balances of securities must be satisfactory for this procedure and for Client’s executing Brokers (and Client is responsible for ensuring sufficient China Connect Securities for a sale as noted in paragraph (c) above). Client further authorises the performance of all acts and


  taking of all actions (such acts and actions described in this paragraph (d), the Settlement Tasks ) which either of BNYM or the Subcustodian considers in its discretion necessary for completing the settlement of trades of China Connect Securities. Settlement Tasks shall include but are not limited to generating settlement instructions in respect of the trades and effecting the transfer of the relevant China Connect Securities of a trade into or out of the relevant SPSA account/China Connect Account.

 

  (e)

(i) Client acknowledges and agrees that settlement of sale or purchase trades may not occur on the trade date. Client’s and any Portfolio’s title, property or interests in China Connect Securities shall be subject to the “Securities on hold” provisions of the General Rules of CCASS pursuant to which title, property or interest in any China Connect Securities shall not pass to a purchaser unless and until HKSCC has received payment in full for such securities and such payment is good and irrevocable or otherwise agreed by HKSCC. Accordingly, settlement can occur on trade date if executing brokers and their cash clearing bank agents are able to utilise the same day cash settlement run to achieve settlement on trade date but this is not mandatory and settlement may still occur later than the trade date (T+1) where the same day cash settlement run is not utilised and a buying broker/counterparty’s payment is only received fully and irrevocably in the morning of T+1 (local time). For a sale the Subcustodian will debit the relevant China Connect Securities from the relevant Portfolio’s SPSA account/China Connect Account and provide provisional credit of settlement and proceeds which BNYM will then credit to such Portfolio’s cash account(s) with BNYM which is designated for use in respect of such Portfolio’s China Connect Account ( Cash Account ) on the trade date. However, the Subcustodian may reverse/recall any provisional credit (and BNYM reserves the right to reverse/recall such credit as made in a Cash Account) in the event of buying broker/counterparty default or any other failure to receive funds. Where there is a requirement for a reversal/recall of credit, the relevant Portfolio shall be responsible for having available funds for such reversal/recall and BNYM reserves the right to charge the relevant Cash Account for the expenses of providing funds (including in circumstances where the Subcustodian requires the payment of such expenses). Such remedies as may be available for recovery will be for Client to pursue through HKSCC under the General Rules of CCASS and its Default Participant policy and the defaulting buying broker/counterparty.

(ii) Where, however, HSBC Broker is the executing Broker for Client on a sale trade, the settlement mentioned above is always on the basis that the trade will be on a delivery versus payment basis on trade date subject to Client meeting its requirements under paragraph (c) above and BNYM thereby issuing settlement instructions (i.e., this is offered synthetic delivery versus payment). Likewise, where a Designated Connect Broker is the executing Broker the Subcustodian will debit the relevant China Connect Securities from the relevant SPSA account/China Connect Account and provide credit of settlement and fund proceeds which BNYM will then credit to the relevant Cash Account on trade date and this will not be dependent on the settlement run.

(iii) Purchase trades and their settlement will be dependent on the executing Broker for Client meeting the requirements of full, good and irrevocable payment to HKSCC as noted above (settlement can occur on trade date or may be deferred to T+1 as explained above) and will be on a receive versus payment basis.

Paragraph (g) below details the exceptional circumstances in which trades may fail.

 

  (f)

Client acknowledges and agrees that BNYM shall not be liable for paying and/or reporting any tax, levy, impost, duty, assessment, deduction, charge or withholding of a similar nature,


  and any addition, penalty or interest payable in connection with any failure to pay or any delay in paying any of the same that may be charged or chargeable on or in respect of the holding, trading and/or income, interests and other entitlements that may be derived from the China Connect Securities in the relevant BNYM China Connect Account/Record or SPSA account/China Connect Account ( Taxes ), nor responsible for the obligation to withhold Taxes or comply with any filing or registration obligations regarding Taxes except as otherwise required by any applicable law, rule, operating procedure, order, directive, notice, guidance, market practice or request (in all cases whether or not having the force of law) of any government agency, court of competent jurisdiction, central depository, exchange, clearing or settlement facility and/or any regulatory or supervisory authority (the foregoing, Applicable Requirements ). Where BNYM or any of its affiliates, or the Subcustodian or any of its affiliates, are required to do any of the above by such Applicable Requirements, the relevant Portfolio undertakes to reimburse and indemnify BNYM or its affiliates on demand for the amount of Taxes that BNYM has paid and Client undertakes to provide such information as BNYM may require to fulfil its duties within the timeframe which BNYM advises. For the avoidance of doubt, Client acknowledges and agrees that neither the Subcustodian nor BNYM is providing Client with any advice in relation to Taxes nor is the Subcustodian or BNYM acting as agent or representative with respect to such Taxes.

 

  (g)

Trades can fail in certain circumstances (including if Client fails to adhere to the terms of this Letter and including if instructions to BNYM are not forthcoming or are late). Where there is a failure of delivery of China Connect Securities from the relevant SPSA account/China Connect Account to the executing Broker, a buy-in procedure may be commenced under provisions of the General Rules of CCASS against that executing Broker. The executing Broker will be permitted to submit an explanation to HKSCC within a short duration at the end of that trading day to explain the shortfall due from a failed delivery from an SPSA account. If HKSCC accepts the explanation, the “Securities on hold” provisions for delivery (and withholding from selling arrangement) will not apply to all China Connect Securities of that same security/share or ISIN in the relevant SPSA account/China Connect Account and pending deliveries will be processed for settlement with the failed trade being subject to buy-in procedure. HKSCC may grant a buy-in exemption in respect of a failed delivery from an SPSA account but this will be subject to evidencing that there are sufficient securities available to cover the shortfall. If the conditions are met, the buy-in will be waived, however, in the absence of waiver a buy-in will be enforced the next trading day. The relevant Portfolio may be made responsible for the costs/penalty resulting from any default by the executing Broker where buy-in is utilised. Where there is a failure on a purchase, the Broker may settle in the market and hold shares on its participant account, but cash will not be debited from the applicable Cash Account, however, the Broker may claim its cost of funding and expenses from the applicable Portfolio. Client acknowledges and agrees it understands and accepts the matters set out in this paragraph (g) (together with paragraph (e) above).

 

  (h)

Client acknowledges and agrees that the relevant Portfolio is the investor in the China Connect Securities and that the Portfolio shall be responsible for the consequences of trading of China Connect Securities through the China Connect Service. Client further acknowledges and agrees that it understands and shall comply with all applicable laws, rules, regulations, orders, directives, guidelines, market practice, notices, operating procedures, policies or requests of any government agency, central depository, exchange, clearing or settlement facility and/or any regulatory or supervisory authority with competent jurisdiction (whether or not having the force of law and as the same may be amended) which shall


  include, but is not limited to, China Connect Clearing House, HKSCC, SEHK, a China Connect Market Operator and CCASS generally and as each of the same concern the China Connect Service, activities arising from the China Connect Service and/or regarding investments in China Connect Securities. Such applicable laws, rules and regulations shall include, but shall not be limited to: (i) any restrictions on investments in China Connect Securities ( Investment Restrictions ); (ii) percentage limits that may be imposed on the maximum holdings of a non-PRC (People’s Republic of China) investor (either on its own or in aggregate with other non-PRC investors) in China Connect Securities ( Foreign Ownership Limits ); and (iii) disclosure of interest reporting obligations in respect of China Connect Securities ( Disclosures of Interest ). For the avoidance of doubt, Client acknowledges and agrees that: (i) BNYM’s duties and service provision does not comprise any investment advice and BNYM takes no responsibility for advising or verifying whether Client or any Portfolio is eligible to invest in China Connect Securities and Client should undertake its own due diligence and take advice under its own laws, regulations and applicable investment criteria/limitations as to the suitability of such investment; and (ii) neither BNYM nor the Subcustodian shall be responsible for monitoring any Investment Restrictions or Foreign Ownership Limits applicable to any Portfolio with respect to any China Connect Securities or for making any Disclosures of Interest in any China Connect Securities.

 

  (i)

Client acknowledges and agrees that China Connect Securities are held centrally by HKSCC for the account of the CCASS Participant (in this case the Subcustodian and its affiliate) in an omnibus account with China Connect Clearing House and that HKSCC and China Connect Clearing House are intermediaries and depositories in Hong Kong and the People’s Republic of China and, accordingly will be subject to the requirements and laws of these jurisdictions and as the same apply to Client’s or any Portfolio’s title, property or interests in such China Connect Securities.

 

  (j)

Client understands that China Connect Securities are uncertificated and are held by HKSCC in computerised form in the account maintained by HKSCC with China Connect Clearing House, and, as such, that the China Connect Securities credited to a China Connect Account are not registered or recorded with China Connect Clearing House in Client’s name, a Portfolio’s name, Subcustodian’s name or BNYM’s name. All China Connect Securities will be recorded in the name of HKSCC with China Connect Clearing House. BNYM cannot guarantee nor does it take any liability or responsibility for investment in China Connect Securities and Client’s or any Portfolio’s title, property and interest in China Connect Securities and any ability to enforce the same by virtue of this registration (and the position of HKSCC stated under paragraph (i) above) and the relevant property rights, insolvency rules and procedures and remedies under the laws and regulations of Hong Kong or the People’s Republic of China (and any conflict between the same).

 

  (k)

Client acknowledges and agrees that under the General Rules of CCASS, if HKSCC receives insufficient funds or securities from the China Connect Clearing House to meet HKSCC’s aggregate liabilities to China Connect Clearing Participants, it may make a partial or pro rata payment or delivery to China Connect Clearing Participants to whom such liabilities are due, and that should HKSCC elect to make such a partial or pro rata payment or delivery with respect to a particular Portfolio’s China Connect Service transactions such Portfolio hereby indemnifies and shall hold BNYM harmless with respect to matters relating to such a payment or delivery, and, further, there shall be no recourse against BNYM for the balance of any money or securities.


  (l)

Client acknowledges and agrees that there are certain responsibilities, risks and limitations presented to, and imposed upon, it and each Portfolio in respect of use of the China Connect Service. These include the following (such list is not exhaustive): Investment Restrictions, Foreign Ownership Limits and Disclosures of Interest (all as detailed above), unavailability of an investor compensation fund, lack of support for certain trading strategies (such as day trading and short selling), limitations on exercise of shareholder rights and benefits, suspension of trading without cause or notice, trade failure or trade rejection at SEHK, tax liability, strict settlement practices, loss recovery limitations, market rules, counterparty insolvency risk and responsibility for the matters under paragraph (j) above.

 

  (m)

Client acknowledges and agrees that BNYM shall not be liable, or in any way responsible, for acts, omissions, errors, timeliness, default and/or solvency of any Broker, stock exchange, depository or clearing entity in connection with the China Connect Service.

 

  (n)

The relevant Portfolio shall indemnify and hold BNYM harmless from any liabilities, costs and expenses (including, without limitation, overdraft charges and market fines): (i) arising from the provision of BNYM’s services for the China Connect Service, except to the extent that such liability, cost or expense is caused by BNYM’s own negligence or wilful misconduct; and (ii) arising from any provision of Instructions to BNYM that- (x) are late or received after specified deadlines, (y) do not match an instruction to a Broker or which require a trade of a type not supported under BNYM’s services in respect of Connect or (z) in general, are not in accordance with BNYM’s requirements as referred to in this Letter. Further, there shall be no recourse against BNYM for any loss, cost, expense, claim or action arising from broker error or infringement in connection with transactions for China Connect Securities.  

 

  (o)

Client acknowledges and agrees that the relevant Portfolio will pay the fees and expenses to BNYM for BNYM’s services under this Letter as agreed between Client and BNYM (and as such fees and expenses are amended from time to time).

 

  (p)

If Client wishes to terminate its use of the China Connect Service under this Letter with BNYM with respect to a particular Portfolio it will provide 30 days written notice of termination to BNYM. BNYM may terminate its services under this Letter with respect to a particular Portfolio by 60 days written notice of termination to Client. Client agrees that the Subcustodian may terminate or cease to provide its services or support the China Connect Service either generally or in respect of Client or a particular Portfolio and Client is at particular risk of such termination if paragraphs (c) and (d) above or any other terms of this Letter with respect to the relevant Portfolio are breached ( HSBC Termination ). BNYM shall by written notice to Client terminate its services under this Letter with respect to the relevant Portfolio at such time that the HSBC Termination takes place and notwithstanding the 60 day notice provision set forth above BNYM’s services under this Letter shall terminate at the time that the HSBC Termination takes place.

Without limitation to the foregoing, Client authorises BNYM and the Subcustodian to perform any such acts (or refrain from taking any such acts) as BNYM or the Subcustodian considers in their respective discretion necessary or advisable for complying with CCASS and all relevant market rules


for the China Connect Service, and with all instructions issued to BNYM or a Broker and all Settlement Tasks and other requirements (whether in relation to Taxes or otherwise). Client further agrees to provide all assistance that BNYM may reasonably require in performing such acts required by applicable law or regulation.

This Letter and the agreements, undertakings and indemnities given herein are supplemental and additional to the provisions of the CA. This Letter shall be governed by and construed in accordance with the same governing law as in the CA. For the avoidance of doubt, this Letter does not affect the duties or obligations of BNYM under the Foreign Custody Manager Agreement between Client and BNYM dated October 19, 2001.

 

Agreed and accepted by

/s/ Turner Swan

For and on behalf of
Causeway Capital Management Trust
Acknowledged by

/s/

The Bank of New York Mellon


Appendix A

Causeway Emerging Markets Fund

Causeway International Opportunities Fund

Causeway International Small Cap Fund

Causeway Global Value Fund

Causeway International Value Fund

[ Causeway Capital Management LLC Letterhead ]

January 31, 2019

Causeway Capital Management Trust

11111 Santa Monica Boulevard, 15 th Floor

Los Angeles, CA 90025

 

  RE:

Expense Limit Agreement – Causeway International Value Fund

Dear Ladies and Gentlemen:

Causeway International Value Fund (the “Fund”) is a series of Causeway Capital Management Trust, a Delaware statutory trust (the “Trust”). The Trust, on behalf of the Fund, has entered into an agreement with Causeway Capital Management LLC (“Causeway”) whereby Causeway provides investment advisory services to the Fund (the “Investment Advisory Agreement”).

We hereby agree with respect to each class of the Fund, for so long as this Expense Limit Agreement is in effect, to waive the fees payable to us under the Investment Advisory Agreement with respect to each class of the Fund or to reimburse the operating expenses allocable to each class of the Fund, to the extent that each class’ operating expenses (excluding brokerage fees and commissions, interest, taxes, shareholder service fees, fees and expenses of other funds in which the Fund invests, and extraordinary expenses) exceed, in the aggregate, the rate per annum, as set forth in Schedule A, as a percentage of the average daily net assets of each class of the Fund. We agree that court and legal fees and expenses incurred and paid by the Fund in connection with the pursuit of claims regarding a certain portfolio holding in Germany, in light of the particular facts and circumstances surrounding such matter, shall not be deemed “extraordinary expenses” for purposes of the foregoing sentence. We further agree that this obligation shall constitute a contractual commitment enforceable by the Trust and that we may not assert any right to reimbursement of any amounts so waived or reimbursed.

We acknowledge the limit of shareholder liability as set forth in the Declaration of Trust of the Trust and agree that any obligation assumed by the Trust pursuant to this agreement shall be limited in all cases to the Trust and its assets. We agree not to seek satisfaction of any such obligations from the shareholders of the Trust, nor from the Trustees of the Trust.


January 31, 2019

Page 2

 

Except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California.

This Expense Limit Agreement, effective as of January 31, 2019, supersedes the current expense limit agreement, dated May 8, 2018, with respect to the Fund, and shall continue in effect until January 31, 2020. This Agreement may be terminated at any time by the Trust’s Board of Trustees and will terminate automatically in the event of the termination of the Investment Advisory Agreement. Any amendment to this agreement shall be in writing signed by the parties hereto.

If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.

 

Very truly yours,
CAUSEWAY CAPITAL MANAGEMENT LLC
By:  

/s/ Gracie V. Fermelia

  Gracie V. Fermelia, Chief Operating Officer

The foregoing agreement is hereby

accepted as of January 31, 2019

CAUSEWAY CAPITAL MANAGEMENT TRUST,

on behalf of the Fund and each class of the Fund listed in Schedule A to this Agreement

 

By:  

/s/ Turner Swan

Title:   Turner Swan, President


SCHEDULE A

 

Causeway International Value Fund

   Expense Limit  

Investor Class

     1.05

Institutional Class

     1.05

[ Causeway Capital Management LLC Letterhead ]

January 31, 2019

Causeway Capital Management Trust

11111 Santa Monica Boulevard, 15 th Floor

Los Angeles, CA 90025

 

  RE:

Expense Limit Agreement – Causeway Emerging Markets Fund

Dear Ladies and Gentlemen:

Causeway Emerging Markets Fund (the “Fund”) is a series of Causeway Capital Management Trust, a Delaware statutory trust (the “Trust”). The Trust, on behalf of the Fund, has entered into an agreement with Causeway Capital Management LLC (“Causeway”) whereby Causeway provides investment advisory services to the Fund (the “Investment Advisory Agreement”).

We hereby agree with respect to each class of the Fund, for so long as this Expense Limit Agreement is in effect, to waive the fees payable to us under the Investment Advisory Agreement with respect to each class of the Fund or to reimburse the operating expenses allocable to each class of the Fund, to the extent that each class’ operating expenses (excluding brokerage fees and commissions, interest, taxes, shareholder service fees, fees and expenses of other funds in which the Fund invests, and extraordinary expenses) exceed, in the aggregate, the rate per annum, as set forth in Schedule A, as a percentage of the average daily net assets of each class of the Fund. We agree that this obligation shall constitute a contractual commitment enforceable by the Trust and that we may not assert any right to reimbursement of any amounts so waived or reimbursed.

We acknowledge the limit of shareholder liability as set forth in the Declaration of Trust of the Trust and agree that any obligation assumed by the Trust pursuant to this agreement shall be limited in all cases to the Trust and its assets. We agree not to seek satisfaction of any such obligations from the shareholders of the Trust, nor from the Trustees of the Trust.

Except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California.


January 31, 2019

Page 2

 

This Expense Limit Agreement, effective as of January 31, 2019, supersedes the current expense limit agreement, dated May 8, 2018, with respect to the Fund, and shall continue in effect until January 31, 2020. This Agreement may be terminated at any time by the Trust’s Board of Trustees and will terminate automatically in the event of the termination of the Investment Advisory Agreement. Any amendment to this agreement shall be in writing signed by the parties hereto.

If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.

 

Very truly yours,
CAUSEWAY CAPITAL MANAGEMENT LLC
By:  

/s/ Gracie V. Fermelia

  Gracie V. Fermelia, Chief Operating Officer

The foregoing agreement is hereby

accepted as of January 31, 2019

CAUSEWAY CAPITAL MANAGEMENT TRUST,

on behalf of the Fund and each class of the Fund listed in Schedule A to this Agreement

 

By:  

/s/ Turner Swan

Title:   Turner Swan, President


SCHEDULE A

 

Causeway Emerging Markets Fund

   Expense Limit  

Investor Class

     1.35

Institutional Class

     1.35

[ Causeway Capital Management LLC Letterhead ]

January 31, 2019

Causeway Capital Management Trust

11111 Santa Monica Boulevard, 15 th Floor

Los Angeles, CA 90025

 

  RE:

Expense Limit Agreement – Causeway Global Value Fund

Dear Ladies and Gentlemen:

Causeway Global Value Fund (the “Fund”) is a series of Causeway Capital Management Trust, a Delaware statutory trust (the “Trust”). The Trust, on behalf of the Fund, has entered into an agreement with Causeway Capital Management LLC (“Causeway”) whereby Causeway provides investment advisory services to the Fund (the “Investment Advisory Agreement”).

We hereby agree with respect to each class of the Fund, for so long as this Expense Limit Agreement is in effect, to waive the fees payable to us under the Investment Advisory Agreement with respect to each class of the Fund or to reimburse the operating expenses allocable to each class of the Fund, to the extent that each class’ operating expenses (excluding brokerage fees and commissions, interest, taxes, shareholder service fees, fees and expenses of other funds in which the Fund invests, and extraordinary expenses) exceed, in the aggregate, the rate per annum, as set forth in Schedule A, as a percentage of the average daily net assets of each class of the Fund. We agree that court and legal fees and expenses incurred and paid by the Fund in connection with the pursuit of claims regarding a certain portfolio holding in Germany, in light of the particular facts and circumstances surrounding such matter, shall not be deemed “extraordinary expenses” for purposes of the foregoing sentence. We further agree that this obligation shall constitute a contractual commitment enforceable by the Trust and that we may not assert any right to reimbursement of any amounts so waived or reimbursed.

We acknowledge the limit of shareholder liability as set forth in the Declaration of Trust of the Trust and agree that any obligation assumed by the Trust pursuant to this agreement shall be limited in all cases to the Trust and its assets. We agree not to seek satisfaction of any such obligations from the shareholders of the Trust, nor from the Trustees of the Trust.

Except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California.


January 31, 2019

Page 2

 

This Expense Limit Agreement, effective as of January 31, 2019, supersedes the current expense limit agreement, dated May 8, 2018, with respect to the Fund, and shall continue in effect until January 31, 2020. This Agreement may be terminated at any time by the Trust’s Board of Trustees and will terminate automatically in the event of the termination of the Investment Advisory Agreement. Any amendment to this agreement shall be in writing signed by the parties hereto.

If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.

 

Very truly yours,
CAUSEWAY CAPITAL MANAGEMENT LLC
By:  

/s/ Gracie V. Fermelia

  Gracie V. Fermelia, Chief Operating Officer

The foregoing agreement is hereby

accepted as of January 31, 2019

CAUSEWAY CAPITAL MANAGEMENT TRUST,

on behalf of the Fund and each class of the Fund listed in Schedule A to this Agreement

 

By:  

/s/ Turner Swan

Title:   Turner Swan, President


SCHEDULE A

 

Causeway Global Value Fund

   Expense Limit  

Institutional Class

     1.05

Investor Class

     1.05

[ Causeway Capital Management LLC Letterhead ]

January 31, 2019

Causeway Capital Management Trust

11111 Santa Monica Boulevard, 15 th Floor

Los Angeles, CA 90025

 

  RE:

Expense Limit Agreement – Causeway International Opportunities Fund

Dear Ladies and Gentlemen:

Causeway International Opportunities Fund (the “Fund”) is a series of Causeway Capital Management Trust, a Delaware statutory trust (the “Trust”). The Trust, on behalf of the Fund, has entered into an agreement with Causeway Capital Management LLC (“Causeway”) whereby Causeway provides investment advisory services to the Fund (the “Investment Advisory Agreement”).

We hereby agree with respect to each class of the Fund, for so long as this Expense Limit Agreement is in effect, to waive the fees payable to us under the Investment Advisory Agreement with respect to each class of the Fund or to reimburse the operating expenses allocable to each class of the Fund, to the extent that each class’ operating expenses (excluding brokerage fees and commissions, interest, taxes, shareholder service fees, fees and expenses of other funds in which the Fund invests, and extraordinary expenses) exceed, in the aggregate, the rate per annum, as set forth in Schedule A, as a percentage of the average daily net assets of each class of the Fund. We agree that court and legal fees and expenses incurred and paid by the Fund in connection with the pursuit of claims regarding a certain portfolio holding in Germany, in light of the particular facts and circumstances surrounding such matter, shall not be deemed “extraordinary expenses” for purposes of the foregoing sentence. We further agree that this obligation shall constitute a contractual commitment enforceable by the Trust and that we may not assert any right to reimbursement of any amounts so waived or reimbursed.

We acknowledge the limit of shareholder liability as set forth in the Declaration of Trust of the Trust and agree that any obligation assumed by the Trust pursuant to this agreement shall be limited in all cases to the Trust and its assets. We agree not to seek satisfaction of any such obligations from the shareholders of the Trust, nor from the Trustees of the Trust.

Except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California.


January 31, 2019

Page 2

 

This Expense Limit Agreement, effective as of January 31, 2019, supersedes the current expense limit agreement, dated May 8, 2018, with respect to the Fund, and shall continue in effect until January 31, 2020. This Agreement may be terminated at any time by the Trust’s Board of Trustees and will terminate automatically in the event of the termination of the Investment Advisory Agreement. Any amendment to this agreement shall be in writing signed by the parties hereto.

If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.

 

Very truly yours,
CAUSEWAY CAPITAL MANAGEMENT LLC
By:  

/s/ Gracie V. Fermelia

  Gracie V. Fermelia, Chief Operating Officer

The foregoing agreement is hereby

accepted as of January 31, 2019

CAUSEWAY CAPITAL MANAGEMENT TRUST,

on behalf of the Fund and each class of the Fund listed in Schedule A to this Agreement

 

By:  

/s/ Turner Swan

Title:   Turner Swan, President


SCHEDULE A

 

Causeway International Opportunities Fund

   Expense Limit  

Institutional Class

     1.05

Investor Class

     1.05

[ Causeway Capital Management LLC Letterhead ]

January 31, 2019

Causeway Capital Management Trust

11111 Santa Monica Boulevard, 15 th Floor

Los Angeles, CA 90025

 

  RE:

Expense Limit Agreement – Causeway Global Absolute Return Fund

Dear Ladies and Gentlemen:

Causeway Global Absolute Return Fund (the “Fund”) is a series of Causeway Capital Management Trust, a Delaware statutory trust (the “Trust”). The Trust, on behalf of the Fund, has entered into an agreement with Causeway Capital Management LLC (“Causeway”) whereby Causeway provides investment advisory services to the Fund (the “Investment Advisory Agreement”).

We hereby agree with respect to each class of the Fund, for so long as this Expense Limit Agreement is in effect, to waive the fees payable to us under the Investment Advisory Agreement with respect to each class of the Fund or to reimburse the operating expenses allocable to each class of the Fund, to the extent that each class’ operating expenses (excluding swap agreement financing charges and transaction costs, borrowing expenses, dividend expenses on securities sold short, brokerage fees and commissions, interest, taxes, shareholder service fees, fees and expenses of other funds in which the Fund invests, and extraordinary expenses) exceed, in the aggregate, the rate per annum, as set forth in Schedule A, as a percentage of the average daily net assets of each class of the Fund. We agree that this obligation shall constitute a contractual commitment enforceable by the Trust and that we may not assert any right to reimbursement of any amounts so waived or reimbursed.

We acknowledge the limit of shareholder liability as set forth in the Declaration of Trust of the Trust and agree that any obligation assumed by the Trust pursuant to this agreement shall be limited in all cases to the Trust and its assets. We agree not to seek satisfaction of any such obligations from the shareholders of the Trust, nor from the Trustees of the Trust.

Except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California.


January 31, 2019

Page 2

 

This Expense Limit Agreement, effective as of January 31, 2019, supersedes the current expense limit agreement, dated May 8, 2018, with respect to the Fund, and shall continue in effect until January 31, 2020. This Agreement may be terminated at any time by the Trust’s Board of Trustees and will terminate automatically in the event of the termination of the Investment Advisory Agreement. Any amendment to this agreement shall be in writing signed by the parties hereto.

If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.

 

Very truly yours,
CAUSEWAY CAPITAL MANAGEMENT LLC
By:  

/s/ Gracie V. Fermelia

  Gracie V. Fermelia, Chief Operating Officer

The foregoing agreement is hereby

accepted as of January 31, 2019

CAUSEWAY CAPITAL MANAGEMENT TRUST,

on behalf of the Fund and each class of the Fund listed in Schedule A to this Agreement

 

By:  

/s/ Turner Swan

Title:   Turner Swan, President


SCHEDULE A

 

Causeway Global Absolute Return Fund

   Expense Limit  

Institutional Class

     1.35

Investor Class

     1.35

Exhibit (i)

 

LOGO      

One Bush Street
Suite 1600
San Francisco, CA 94104-4446

+1 415 262 4500 Main

+1 415 262 4555 Fax

www.dechert.com

January 25, 2019

Causeway Capital Management Trust

11111 Santa Monica Blvd., 15th Floor

Los Angeles, California 90025

 

Re:

Securities Act Registration No. 333-67552

Investment Company Act File No. 811-10467

Dear Ladies and Gentlemen:

We have acted as counsel to Causeway Capital Management Trust, a Delaware statutory trust (the “Trust”), in connection with Post-Effective Amendment No. 48 to the Trust’s Registration Statement on Form N-1A, together with all Exhibits thereto (the “Registration Statement”), under the Securities Act of 1933 (the “Securities Act”) and Amendment No. 48 to the Registration Statement under the Investment Company Act of 1940 (the “1940 Act”). You have asked for our opinion regarding the issuance of shares of beneficial interest of the Trust’s series proposed to be sold pursuant to the Registration Statement (the “Shares”).

We have examined originals and certified copies, or copies otherwise identified to our satisfaction as being true copies, of various organizational records of the Trust and such other instruments, documents and records as we have deemed necessary in order to render this opinion. We have assumed the genuineness of all signatures, the authenticity of all documents examined by us and the correctness of all statements of fact contained in those documents. We have further assumed the legal capacity of natural persons, that persons identified to us as officers of the Trust are actually serving in such capacity, and that the representations of officers of the Trust are correct as to matters of fact. We have not independently verified any of these assumptions.

Based upon the foregoing, we are of the opinion that the Shares proposed to be sold pursuant to the Registration Statement, when sold and delivered by the Trust against receipt of the net asset value of the Shares in accordance with the terms of the Registration Statement and the requirements of applicable law, will be duly and validly authorized, legally and validly issued, and fully paid and non-assessable.

The opinions expressed herein are based on the facts in existence and the laws in effect on the date hereof and are limited to the laws of the State of Delaware and the provisions of the 1940 Act that are applicable to equity securities issued by registered open-end investment companies. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the U.S. Securities and Exchange Commission, and to the use of our name in the Trust’s Registration Statement and in any revised or amended versions thereof. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act and the rules and regulations thereunder.

Very truly yours,

 

/s/ Dechert LLP
Dechert LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Causeway Capital Management Trust of our reports dated November 27, 2018, relating to the financial statements and financial highlights, which appear in Causeway International Value Fund’s, Causeway Global Value Fund’s, Causeway Emerging Markets Fund’s, Causeway International Opportunities Fund’s, Causeway Global Absolute Return Fund’s and Causeway International Small Cap Fund’s Annual Reports on Form N-CSR for the year ended September 30, 2018. We also consent to the references to us under the headings “Financial Highlights – International Value Fund”, “Financial Highlights – Global Value Fund”, “Financial Highlights – Emerging Markets Fund”, “Financial Highlights – International Opportunities Fund”, “Financial Highlights – Global Absolute Return Fund”, “Financial Highlights – International Small Cap Fund”, “Independent Registered Public Accounting Firm”, and “Financial Statements” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

January 25, 2019

SEI INVESTMENTS DISTRIBUTION CO.

RULE 17j-1 CODE OF ETHICS

A copy of this Code may be accessed on the SEI intranet site under the Corporate Governance section.

This is an important document. You should take the time to read it thoroughly before you submit the required annual certification.

Any questions regarding this Code of Ethics should be referred to a member of the SIDCO Compliance Department

As of November 26, 2018

SEI41236


TABLE OF CONTENTS

 

I.    General Policy

II.  Code of Ethics

A.

  

Purpose of Code

B.

  

Employee Categories

C.

  

Prohibitions and Restrictions

D.

  

Pre-clearance of Personal Securities Transactions

E.

  

Reporting Requirements

F.

  

Detection and Reporting of Code Violations

G.

  

Violations of the Code of Ethics

H.

  

Confidential Treatment

I.

  

Recordkeeping

J.

  

Definitions Applicable to the Code of Ethics

III.   Exhibits – Code of Ethics Reporting Forms

 

2


I. GENERAL POLICY

SEI Investments Distribution Co. (“SIDCO”) serves as principal underwriter for investment companies that are registered under the Investment Company Act of 1940 (“Investment Vehicles”). In addition, certain employees of SIDCO may serve as directors and/or officers of certain Investment Vehicles. This Code of Ethics (“Code”) sets forth the procedures and restrictions governing personal securities transactions for certain SIDCO personnel.

SIDCO has a highly ethical business culture and expects that its personnel will conduct any personal securities transactions consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of a position of trust and responsibility. Thus, SIDCO personnel must conduct themselves and their personal securities transactions in a manner that does not create conflicts of interest with the firm’s clients.

Pursuant to this Code, SIDCO personnel, their family members, and other persons associated with SIMC may be subject to various pre-clearance and reporting standards for their personal securities transactions based on their status as defined by this Code. Therefore, it is important that every person pay special attention to the categories set forth to determine which provisions of this Code applies to him or her, as well as to the sections on restrictions, pre-clearance, and reporting of personal securities transactions.

Each person subject to this Code must read and retain a copy of this Code and agree to abide by its terms. Failure to comply with the provisions of this Code may result in the imposition of serious sanctions, including, but not limited to, disgorgement of profits, penalties, dismissal, substantial personal liability and/or referral to regulatory or law enforcement agencies.

Please note that employees and registered representatives of SIDCO are subject to the supervisory procedures and other policies and procedures of SIDCO, and are also subject to the Code of Conduct of SEI Investments Company, which is the parent company of SIDCO. The requirements and limitations of this Code of Ethics are in addition to any requirements or limitations contained in these other policies and procedures. All employees are required to comply with federal securities laws and any regulations set forth by self-regulatory organizations (FINRA, NASD, and the MSRB) of which SIDCO is a member.

Any questions regarding this Code of Ethics should be directed to a member of the SIDCO Compliance Department.

 

3


II. CODE OF ETHICS

A. Purpose of Code

This Code is intended to conform to the provisions of Section 17(j) of the Investment Company Act of 1940 (“the 1940 Act”), as amended, and Rule 17j-1 thereunder, as amended, to the extent applicable to SIDCO’s role as principal underwriter to Investment Vehicles. Those provisions of the U.S. securities laws are designed to prevent persons who are actively engaged in the management, portfolio selection or underwriting of registered investment companies from participating in fraudulent, deceptive or manipulative acts, practices or courses of conduct in connection with the purchase or sale of securities held or to be acquired by such companies. Certain SIDCO personnel will be subject to various requirements based on their responsibilities within SIDCO and accessibility to certain information. Those functions are set forth in the categories below.

B. Access Persons

(1) any director, officer or employee of SIDCO who serves as a director or officer of an Investment Vehicle for which SIDCO serves as principal underwriter;

(2) any director or officer of SIDCO who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by an Investment Vehicle for which SIDCO serves as principal underwriter, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Investment Vehicle regarding the purchase or sale of a Covered Security.

C. Prohibitions and Restrictions

 

  1.

Prohibition Against Fraud, Deceit and Manipulation

Access Persons may not, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by an Investment Vehicle for which SIDCO serves as principal underwriter:

(a) employ any device, scheme or artifice to defraud the Investment Vehicle;

(b) make to the Investment Vehicle any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(c) engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Investment Vehicle; or

(d) engage in any manipulative practice with respect to the Investment Vehicle.

 

4


  2.

Excessive Trading of Mutual Fund Shares

Access Persons may not, directly or indirectly, engage in excessive short-term trading of shares of Investment Vehicles for which SIDCO serves as principal underwriter. Exhibit 6 hereto provides a list of the Investment Vehicles for which SIDCO provided such services. For purposes of this section, a person’s trades shall be considered “excessive” if made in violation of any stated policy in the mutual fund’s prospectus or if the trading involves multiple short-term round trip trades in a Fund for the purpose of taking advantage of short-term market movements.

Note that the SEI Funds are Covered Securities. 1 Trades in the SEI Funds do not have to be pre-cleared but do have to be reported in accordance with this Code. Trades in SEI Funds done through the SEI Capital Accumulation (401(k)) Plan and trades done through an employee account established at SEI Private Trust Company will be deemed to satisfy the reporting requirements of the Code. Any trades in SEI Funds done in a different channel must be reported to the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department.

 

  3.

Personal Securities Restrictions

Access Persons:

 

   

may not purchase or sell, directly or indirectly, any Covered Security within 24 hours before or after the time that the same Covered Security (including any equity related security of the same issuer such as preferred stock, options, warrants and convertible bonds) is being purchased or sold by any Investment Vehicle for which SIDCO serves as principal underwriter.

 

   

may not acquire securities as part of an Initial Public Offering (“IPO”) without obtaining the written approval of the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department before directly or indirectly acquiring a beneficial ownership in such securities.

 

   

may not acquire a Beneficial Ownership interest in securities issued in a private placement transaction without obtaining prior written approval from the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department.

 

   

may not profit from the purchase and sale or sale and purchase of a Covered Security within 60 days of acquiring or disposing of Beneficial Ownership of that Covered Security. This prohibition does not apply to transactions resulting in a loss, or to futures or options on futures on broad-based securities indexes or U.S. Government securities. This prohibition also does not apply to transactions in the SEI Funds, which are separately covered under the “Excessive Trading of Mutual Fund Shares” discussed in Section II.C.2 above.

 

 

1  

The SEI Family of Funds includes the following Trusts: SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.

 

5


   

may not serve on the board of directors of any publicly traded company.

D. Pre-Clearance of Personal Securities Transactions

 

  1.

Transactions Required to be Pre-Cleared:

 

   

Access Persons must pre-clear with the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department a proposed transaction in a Covered Security if he or she has actual knowledge at the time of the transaction that, during the 24 hour period immediately preceding or following the transaction, the Covered Security was purchased or sold or was being considered for purchase or sale by any Investment Vehicle . The pre-clearance obligation applies to all Accounts held in the person’s name or in the name of others in which they hold a Beneficial Ownership interest. Note that, among other things, this means that these persons must pre-clear such proposed securities transactions by their spouse or domestic partner, minor children, and relatives who reside in the person’s household.

 

   

The SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department may authorize a Pre-clearing Person to conduct the requested trade upon determining that the transaction for which pre-clearance is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Factors to be considered may include: the discussion with the requesting person as to the background for the exemption request, the requesting person’s work role, the size and holding period of the requesting person’s position in the security, the market capitalization of the issuer, the liquidity of the security, the reason for the requesting person’s requested transaction, the amount and timing of client trading in the same or a related security, and other relevant factors. The person granting the authorization must document the basis for the authorization.

 

  2.

Transactions that do no have to be pre-cleared:

 

   

purchases or sales over which the person pre-clearing the transactions (the “Pre-clearing Person”) has no direct or indirect influence or control;

 

   

purchases, sales or other acquisitions of Covered Securities which are non-volitional on the part of the Pre-clearing Person or any Investment Vehicle, such as purchases or sales upon exercise or puts or calls written by Pre-clearing Person, sales from a margin account pursuant to a bona fide margin call, stock dividends, stock splits, mergers consolidations, spin-offs, or other similar corporate reorganizations or distributions;

 

6


   

purchases or withdrawals made pursuant to an Automatic Investment Program; however, any transaction that overrides the preset schedule or allocations of the automatic investment plan must be reported in a quarterly transaction report;

 

   

purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired for such issuer; and

 

   

acquisitions of Covered Securities through gifts or bequests.

 

  3.

Pre-clearance Procedures:

 

   

All requests for pre-clearance of securities transactions must be submitted to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department by using the SEI Automated Pre-Clearance Trading system.

 

   

The following information must be provided for each request:

a. Name, date, phone extension and job title

b. Transaction detail, i.e. whether the transaction is a buy or sell; the security name and security type; number of shares; price; date acquired if a sale; and whether the security is traded in a portfolio or Investment Vehicle, part of an initial public offering, or part of a private placement transaction; and

c. Signature and date; if electronically submitted, initial and date.

 

   

The SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department will notify the requesting person whether the trading request is approved or denied through the SEI Automated Pre-Clearance Trading system.  

 

   

A Pre-clearance Request should not be submitted for a transaction that the requesting person does not intend to execute.

 

   

Pre-clearance trading authorization is valid from the time when approval is granted through the next business day. If the transaction is not executed within this period, an explanation of why the previous pre-cleared transaction was not completed must be submitted to the SIDCO Compliance department or entered into the SEI Automated Pre-clearance Trading system. Also, Open and Limit Orders must be resubmitted for pre-clearance approval if not executed within the permitted time period.

 

   

With respect to any transaction requiring pre-clearance, the person subject to pre-clearance must submit to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department transaction reports showing the transactions for all the Investment

 

7


 

Vehicles with respect to which such person has knowledge regarding purchases and sales that triggered the requirement to pre-clear under Section D.1. The transaction information must be provided for the 24 hour period before and after the date on which their securities transactions were effected. These reports may be submitted in hard copy or viewed through the SEI Pre-clearance Trading system. Transaction reports need only cover the Investment Vehicles that hold or are eligible to purchase and sell the types of securities proposed to be bought or sold by person subject to pre-clearance requirements. For example, if a person seeks approval for a proposed equity trade, only the transactions reports for the Investment Vehicles effecting or eligible to effect transactions in equity securities are required.

 

   

The SIDCO Compliance Department will maintain pre-clearance records and records of exemptions granted for 5 years.

E. Reporting Requirements

 

  1.

Duplicate Brokerage Statements

 

   

Access Persons are required to instruct their broker/dealer to file duplicate statements with the SIDCO Compliance Department at SEI Oaks. Statements must be filed for all Accounts (including those in which the person has a Beneficial Ownership interest), except those that trade exclusively in open-end funds other than Reportable Funds, government securities or Automatic Investment Plans. Failure of a broker/dealer to send duplicate statements will not excuse a violation of this Section.

 

   

Sample letters instructing the broker/dealer firms to send the statements to SIDCO are attached in Exhibit 1 of this Code. If the broker/dealer requires a letter authorizing a SIDCO employee to open an account, the permission letter may also be found in Exhibit 1. Please complete the necessary brokerage information and forward a signature ready copy to the SIDCO Compliance Officer.

 

   

If no such duplicate statement can be supplied, the employee should contact the SIDCO Compliance Department.

 

  2.

Initial Holdings Report

 

   

Access Persons must submit an Initial Holdings Report to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department disclosing every Covered Security, including mutual fund accounts, beneficially owned directly or indirectly by such person within 10 days of becoming an Access Person. Any person who returns the report late may be subject to the penalties in Section G regarding Code of Ethics violations.

 

8


   

The following information must be provided on the report:

a. the title of the security;

b. the number of shares held;

c. the principal amount of the security;

d. the name of the broker, dealer, transfer agent; bank or other location where the security is held; and

e. the date the report is submitted.

The information disclosed in the report should be current as of a date no more than 45 days prior to the date the person becomes an Access Person. If the above information is contained on the Access Person’s brokerage statement, he or she may attach the statement and sign the Initial Holdings Report.

 

   

The Initial Holdings Report is attached as Exhibit 2 to this Code.

 

  3.

Quarterly Report of Securities Transactions

 

   

Access Persons must submit quarterly transaction reports of the purchases and/or sales of Covered Securities in which such persons have a direct or indirect Beneficial Ownership interest. The report will be provided to all of the above defined persons before the end of each quarter by the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department and must be completed and returned no later than 30 days after the end of each calendar quarter. Quarterly Transaction Reports that are not returned by the date they are due will be considered late and will be noted as violations of the Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in Section G regarding Code of Ethics violations.

 

   

The following information must be provided on the report:

a. the date of the transaction, the description and number of shares, and the principal amount of each security involved;

b. whether the transaction is a purchase, sale or other acquisition or disposition;

c. the transaction price;

d. the name of the broker, dealer or bank through whom the transaction was effected;

e. a list of securities accounts opened during the quarterly including the name of the broker, dealer or bank and account number; and

f. the date the report is submitted.

 

   

The Quarterly Report of Securities Transaction is attached as Exhibit 3 to this Code.

 

9


  4.

Annual Report of Securities Holdings

 

   

On an annual basis, Access Persons must submit to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department an Annual Report of Securities Holdings that contains a list of all Covered Securities, including mutual fund accounts, in which they have any direct or indirect Beneficial Ownership interest.

 

   

The following information must be provided on the report:

a. the title of the security;

b. the number of shares held;

c. the principal amount of the security;

d. the name of the broker, dealer, transfer agent, bank or other location where the security is held; and

e. the date the report is submitted.

The information disclosed in the report should be current as of a date no more than 45 days before the report is submitted. If the above information is contained on the Access Person’s brokerage statement, he or she may attach the statement and sign the annual holdings report.

 

   

Annual Reports must be completed and returned to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department within 30 days after the end of the calendar year-end. Annual Reports that are not returned by the date they are due will be considered late and will be noted as violations of the Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in Section G regarding Code of Ethics violations.

 

   

The Annual Report of Securities Holdings is attached as Exhibit 4 to this Code.

 

  5.

Annual Certification of Compliance

 

   

Access Persons will be required to certify annually that they:

 

   

have read the Code of Ethics;

 

   

understand the Code of Ethics; and

 

   

have complied with the provisions of the Code of Ethics.

 

   

The SIDCO Compliance Officer or designated representative from the SIDCO Compliance Department will send out annual forms to all Access Persons that must be completed and returned no later than 30 days after the end of the calendar year. Any person who repeatedly returns the forms late may be subject to the penalties in Section G regarding Code of Ethics violations.

 

10


   

The Annual Certification of Compliance is attached as Exhibit 5 to this Code.

 

  6.

Exception to Reporting Requirements

 

   

An Access Person who is subject to the Code of Ethics of an affiliate of SIDCO (“Affiliate Code”), and who pursuant to the Affiliate Code submits reports consistent with the reporting requirements of paragraphs 1 through 4 above, will not be required to submit such reports under this Code.

F. Detection and Reporting of Code Violations

 

  1.

The SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department will:

 

   

review the personal securities transaction reports or duplicate statements filed by Access Persons and compare the reports or statements of the Investment Vehicles’ completed portfolio transactions. The review will be performed on a quarterly basis. If the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department determines that a compliance violation may have occurred, the Officer will give the person an opportunity to supply explanatory material;

 

   

prepare an Annual Issues and Certification Report to the Board of Trustees or Directors of any Investment Vehicle that (1) describes the issues that arose during the year under this Code, including, but not limited to, material violations of and sanctions under the Code, and (2) certifies that SIDCO has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code;

 

   

prepare a written report to SIDCO management outlining any violations of the Code together with recommendations for the appropriate penalties; and

 

   

prepare a written report detailing any approval(s) granted for the purchase of securities offered in connection with an IPO or a private placement. The report must include the rationale supporting any decision to approve such a purchase.

 

  2.

An employee who in good faith reports illegal or unethical behavior will not be subject to reprisal or retaliation for making the report. Retaliation is a serious violation of this policy and any concern about retaliation should be reported immediately. Any person found to have retaliated against an employee for reporting violations will be subject to appropriate disciplinary action.

 

11


G. Violations of the Code of Ethics

1. Penalties:

 

   

Persons who violate the Code of Ethics may be subject to serious penalties, which may include:

 

   

written warning;

 

   

reversal of securities transactions;

 

   

restriction of trading privileges;

 

   

disgorgement of trading profits;

 

   

fines;

 

   

suspension or termination of employment; and/or

 

   

referral to regulatory or law enforcement agencies.

2. Penalty Factors:

 

   

Factors which may be considered in determining an appropriate penalty include, but are not limited to:

 

   

the harm to clients;

 

   

the frequency of occurrence;

 

   

the degree of personal benefit to the employee;

 

   

the degree of conflict of interest;

 

   

the extent of unjust enrichment;

 

   

evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; and/or

 

   

the level of accurate, honest and timely cooperation from the employee.

H. Confidential Treatment

 

   

The SIDCO Compliance Officer or designated representative from the SIDCO Compliance Department will use their best efforts to assure that all requests for pre-clearance, all personal securities reports and all reports for securities holding are treated as personal and confidential. However, such documents will be available for inspection by appropriate regulatory agencies and other parties, such as counsel, within and outside SIDCO as necessary to evaluate compliance with or sanctions under this Code.

I. Recordkeeping

 

   

SIDCO will maintain records relating to this Code of Ethics in accordance with Rule 31a-2 under the 1940 Act. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.

 

   

A copy of this Code that is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place for a period of five years.

 

12


   

A record of any Code violation and of any sanctions taken will be preserved in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.

 

   

A copy of each Quarterly Transaction Report, Initial Holdings Report, and Annual Holdings Report submitted under this Code, including any information provided in lieu of any such reports made under the Code, will be preserved for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place.

 

   

A record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, will be maintained in an easily accessible place for a period of at least five years from the end of the calendar year in which it is made.

J. Definitions Applicable to the Code of Ethics

 

   

Account - a securities trading account held by a person and by any such person’s spouse, minor children and adults residing in his or her household (each such person, an “immediate family member”); any trust for which the person is a trustee or from which the person benefits directly or indirectly; any partnership (general, limited or otherwise) of which the person is a general partner or a principal of the general partner; and any other account over which the person exercises investment discretion.

 

   

Automatic Investment Plan – a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan .

 

   

Beneficial Ownership – Covered Security ownership in which a person has a direct or indirect financial interest. Generally, a person will be regarded as a beneficial owner of Covered Securities that are held in the name of:

 

  a.

a spouse or domestic partner;

 

  c.

a relative who resides in the person’s household; or

 

  d.

any other person IF : (a) the person obtains from the securities benefits substantially similar to those of ownership (for example, income from securities that are held by a spouse); or (b) the person can obtain title to the securities now or in the future.

 

   

Covered Security – except as noted below, includes any interest or instrument commonly known as a “security”, including notes, bonds, stocks (including closed-end funds), debentures, convertibles, preferred stock, security future, warrants, rights, and any put, call, straddle, option,

 

13


 

or privilege on any security (including a certificate of deposit) or on any group or index of securities. The term “Covered Securities” specifically includes the SEI Funds. See the definition of Reportable Funds below.

A “Covered Security” does not include (i) direct obligations of the U.S. Government, (ii) bankers’ acceptances, (iii) bank certificates of deposit, (iv) commercial paper and other high quality short-term debt instruments, including repurchase agreements, (v) shares issued by money market funds and (vi) shares issued by open-end investment companies other than a Reportable Fund.

 

   

Initial Public Offering an offering of securities for which a registration statement has not been previously filed with the U.S. SEC and for which there is no active public market in the shares.

 

   

Purchase or sale of a Covered Security – includes the writing of an option to purchase or sell a security.

 

   

Reportable Fund – Any non-money market fund for which SIDCO serves as principal underwriter.

 

14


SEI INVESTMENTS DISTRIBUTION CO.

CODE OF ETHICS EXHIBITS

 

Exhibit 1      Account Opening Letters to Brokers/Dealers
Exhibit 2      Initial Holdings Report
Exhibit 3      Quarterly Transaction Report
Exhibit 4      Annual Securities Holdings Report
Exhibit 5      Annual Compliance Certification
Exhibit 6      SIDCO Client List


EXHIBIT 1

Date:

Your Broker

street address

city, state    zip code

 

Re:

Your Name

your S.S. number or account number

Dear Sir or Madam:

Please be advised that I am an employee of SEI Investments Distribution Co. Please send duplicate statements only of this brokerage account to the attention of:

SEI Investments Distribution Co.

Attn: The Compliance Department

One Freedom Valley Drive

Oaks, PA 19456

This request is made pursuant to SEI’s Code of Ethics.

Thank you for your cooperation.

Sincerely,

Your name


Date:

[Address]

Re: Employee Name

Account #

SS#

Dear Sir or Madam:

Please be advised that the above referenced person is an employee of SEI Investments Distribution Co. We grant permission for him/her to open a brokerage account with your firm, provided that you agree to send duplicate statements only of this employee’s brokerage account to:

SEI Investments Distribution Co.

Attn: The Compliance Department

One Freedom Valley Drive

Oaks, PA 19456

This request is made pursuant to SEI’s Code of Ethics.

Thank you for your cooperation.

Sincerely,

SEI Compliance Officer


EXHIBIT 2

SEI INVESTMENTS DISTRIBUTION CO.

INITIAL HOLDINGS REPORT

Name of Reporting

Person:                                                                                               

Date Person Became Subject to the Code’s Reporting

Requirements:                     

Information in Report Dated as of:                                                                                   

Date Report Due:                                                                                                               

Date Report Submitted:                                                                                                       

Securities Holdings

 

Name of Issuer and Title

of Security

  

No. of Shares (if

applicable)

  

Principal Amount, Maturity
Date and Interest Rate (if

applicable)

  

Name of Broker, Dealer or Bank
Where Security Held

        
        
        
        

If you have no securities holdings to report, please check here.  ☐

Securities Accounts

 

Name of Broker, Dealer or

Bank

  

Account Number

  

Names on Account

  

Type of Account

        
        
        

If you have no securities accounts to report, please check here.  ☐

I certify that I have included on this report all securities holdings and accounts in which I have a direct or indirect beneficial interest and required to be reported pursuant to the Code of Ethics and that I will comply with the Code of Ethics.

 

Signature:                                                       Date:                     
Received by:                                                  


EXHIBIT 3

SEI INVESTMENTS DISTRIBUTION CO.

QUARTERLY TRANSACTION REPORT

Transaction Record of Securities Directly or Indirectly Beneficially Owned

For the Quarter Ended                     

 

Name:  

 

 

Submission Date:  

 

Securities Transactions

 

Date of

Transaction

  

Name of Issuer

and Title of

Security

  

No. of Shares (if

applicable)

  

Principal Amount,

Maturity Date and

Interest Rate (if

applicable)

  

Type of

Transaction

  

Price

  

Name of

Broker, Dealer

or Bank

Effecting

Transaction

                 
                 
                 
                 

If you had no reportable transactions during the quarter, please check here.  ☐

NOTE: Trades in SEI Funds done through the SEI Capital Accumulation (401(k)) Plan and trades done through an employee account established at SEI Private Trust Company will be deemed to satisfy the reporting requirements of the Code and do not have to be reported here. Any trades in SEI Funds done in a different channel must be reported.

This report is required of all officers, directors and certain other persons under Rule 17j-1 of the Investment Company Act of 1940 and is subject to examination. Transactions in direct obligations of the U.S. Government need not be reported. In addition, persons need not report transactions in bankers’ acceptances, certificates of deposit, commercial paper or open-end investment companies other than Reportable Funds. The report must be returned within 30 days of the applicable calendar quarter end. The reporting of transactions on this record shall not be construed as an admission that the reporting person has any direct or indirect beneficial ownership in the security listed.


Securities Accounts

If you established an account within the quarter, please provide the following information:

 

Name of Broker, Dealer

or Bank

  

Account Number

  

Names on Account

  

Date Account was

Established

  

Type of Account

           
           
           

If you did not establish a securities account during the quarter, please check here.  ☐

By signing this document, I represent that all reported transactions were pre-cleared through the Compliance Department or the designated Compliance Officer in compliance with the SIDCO Code of Ethics. In addition, I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Policy.

 

Signature:  

 

Received by:  

 


EXHIBIT 4

SEI INVESTMENTS DISTRIBUTION CO.

ANNUAL SECURITIES HOLDINGS REPORT

As of December 31,     

Name of Reporting Person:                     

Securities Holdings

 

Name of Issuer and Title of Security

   No. of Shares (if
applicable)
     Principal Amount,
Maturity Date and
Interest Rate (if
applicable)
     Name of Broker, Dealer or Bank
Where Security Held
 
        
        
        
        

If you had no securities holding to report this year, please check here.  ☐

Securities Accounts

If you established an account during the year, please provide the following information:

 

Name of Broker, Dealer or Bank

   Date Account was
Established
     Account
Number
     Names on Account     

Type of Account

           
           
           

If you have no securities accounts to report this year, please check here.  ☐

I certify that the above list is an accurate and complete listing of all securities in which I have a direct or indirect beneficial interest.

 

 

   

 

Signature     Received by
                        
Date    

Note: Do not report holdings of U.S. Government securities, bankers’ acceptances, certificates of deposit, commercial paper and mutual funds other than Reportable Funds.


EXHIBIT 5

SEI INVESTMENTS DISTRIBUTION CO.

RULE 17J-1 CODE OF ETHICS

ANNUAL COMPLIANCE CERTIFICATION

Please return the signed form via email or

interoffice the form to SEI Compliance Department – Meadowlands Two

 

1.

I hereby acknowledge receipt of a copy of the Code of Ethics.

 

2.

I have read and understand the Code of Ethics and recognize that I am subject thereto. In addition, I have raised any questions I may have on the Code of Ethics with the SIDCO Compliance Officer and have received a satisfactory response[s].

 

3.

For all securities/accounts beneficially owned by me, I hereby declare that I have complied with the terms of the Code of Ethics during the prior year.

 

Print Name:  

                    

Signature:  

 

Date:                     

 

Received by SIDCO:  

 


EXHIBIT 6

As of November 26, 2018, SIDCO acts as distributor for the following:

SEI Daily Income Trust

SEI Tax Exempt Trust

SEI Institutional Managed Trust

SEI Institutional International Trust

The Advisors’ Inner Circle Fund

The Advisors’ Inner Circle Fund II

Bishop Street Funds

SEI Asset Allocation Trust

SEI Institutional Investments Trust

City National Rochdale Funds (f/k/a CNI Charter Funds)

Causeway Capital Management Trust

ProShares Trust

ProShares Trust II

Community Capital Trust

(f/k/a Community Reinvestment Act Qualified Investment Fund)

TD Asset Management USA Funds

SEI Structured Credit Fund LP

Global X Funds

Exchange Traded Concepts Trust (f/k/a FaithShares Trust)

Schwab Strategic Trust

RiverPark Funds

Adviser Managed Trust Fund

New Covenant Funds

Cambria ETF Trust

Highland Funds I (f/k/a Pyxis Funds I)

KraneShares Trust

SEI Insurance Products Trust

KP Funds

The Advisors’ Inner Circle Fund III

SEI Catholic Values Trust

SEI Hedge Fund SPC

SEI Energy Debt Fund

Gallery Trust

Schroder Series Trust

Schroder Global Series Trust

City National Rochdale Select Strategies Fund

Metaurus Equity Component Trust

Causeway ETMF Trust

Impact Shares Trust

City National Rochdale Strategic Credit Fund

Symmetry Panoramic Trust

POWER OF ATTORNEY

I, John R. Graham , the undersigned Trustee of Causeway Capital Management Trust (the “Trust”) hereby revoke all previous powers of attorney I have signed, if any, and otherwise act in my name and behalf in matters involving the Trust and do hereby constitute and appoint Turner Swan and Gracie V. Fermelia and each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Trust on Form N-1A, Form N-8A or any successor thereto, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statements on Form N-1A or any successor thereto, and Registration Statements on Form N-14, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, California , this 16th day of January, 2009.

(City, State)

 

/s/ John R. Graham
John R. Graham, Trustee


POWER OF ATTORNEY

I, Lawry J. Meister , the undersigned Trustee of Causeway Capital Management Trust (the “Trust”) hereby revoke all previous powers of attorney I have signed, if any, and otherwise act in my name and behalf in matters involving the Trust and do hereby constitute and appoint Turner Swan and Gracie V. Fermelia and each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Trust on Form N-1A, Form N-8A or any successor thereto, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statements on Form N-1A or any successor thereto, and Registration Statements on Form N-14, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, California , this 16th day of January, 2009.

(City, State)

 

/s/ Lawry J. Meister
Lawry J. Meister, Trustee


POWER OF ATTORNEY

I, Eric H. Sussman , the undersigned Trustee of Causeway Capital Management Trust (the “Trust”) hereby revoke all previous powers of attorney I have signed, if any, and otherwise act in my name and behalf in matters involving the Trust and do hereby constitute and appoint Turner Swan and Gracie V. Fermelia and each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Trust on Form N-1A, Form N-8A or any successor thereto, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statements on Form N-1A or any successor thereto, and Registration Statements on Form N-14, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, California , this 6th day of January, 2009.

(City, State)

 

/s/ Eric H. Sussman
Eric H. Sussman, Trustee


POWER OF ATTORNEY

I, Victoria B. Rogers , the undersigned Trustee of Causeway Capital Management Trust (the “Trust”) hereby revoke all previous powers of attorney I have signed, if any, and otherwise act in my name and behalf in matters involving the Trust and do hereby constitute and appoint Turner Swan and Gracie V. Fermelia and each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Trust on Form N-1A, Form N-8A or any successor thereto, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statements on Form N-1A or any successor thereto, and Registration Statements on Form N-14, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Los Angeles, California , this 29th day of April, 2013.

(City, State)

 

/s/ Victoria B. Rogers
Victoria B. Rogers, Trustee