CULLEN FUNDS TRUST (Form: 485BPOS, Received: 04/21/2009 17:30:19)

Filed with the Securities and Exchange Commission on April 21, 2009

1933 Act Registration File No. 333-33302

1940 Act File No. 811-09871

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No.	¨
Post-Effective Amendment No. 25	x
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No. 27	x

CULLEN FUNDS TRUST

(Exact Name of Registrant as Specified in Charter)

645 Fifth Avenue

New York, NY 10022

(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (212) 843-0506

Brooks Cullen

645 Fifth Avenue

New York, NY 10022

(Name and Address of Agent for Service)

Copies of all communications to:

Andrew H. Shaw, Esq.

Sidley Austin LLP

One South Dearborn

Chicago, IL 60603

Approximate Date of Proposed Public Offering: As soon as practical after the effective date of this Registration Statement.

It is proposed that this filing will become effective (check appropriate box)

x	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.

Explanatory Note: This Post-Effective Amendment No. 2 5 to the Registration Statement of Cullen Funds Trust (the “Trust”) is being filed to incorporate any comments made by the Staff on Post-Effective Amendment No. 22 and to update any missing information and/or file updated exhibits to the Registration Statement.

CULLEN HIGH DIVIDEND EQUITY FUND

A series of Cullen Funds Trust

Class R1 and Class R2

PROSPECTUS

April 21, 2009

The Securities and Exchange Commission (“SEC”) has not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

YOUR INVESTMENT	1
WHAT ARE THE FUND’S GOALS?	1
WHAT ARE THE FUND’S PRINCIPAL INVESTMENT STRATEGIES?	1
WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?	2
WHO SHOULD INVEST IN THE FUND?	3
WHAT ARE THE FUND’S FEES AND EXPENSES?	4
PORTFOLIO HOLDINGS INFORMATION	5
WHO MANAGES THE FUND?	6
ADDITIONAL INFORMATION ON INVESTMENT POLICIES AND RISKS	8
YOUR ACCOUNT	10
SHARE PRICE	10
BUYING SHARES	13
SELLING SHARES	16
ADDITIONAL POLICIES	18
DISTRIBUTIONS AND TAXES	19
SHAREHOLDER REPORTS AND CONFIRMATIONS	20
RESERVED RIGHTS	20
FINANCIAL HIGHLIGHTS	21
FOR MORE INFORMATION	Back Cov er

In this prospectus, the “Adviser” refers to Cullen Capital Management LLC, the investment adviser for the Cullen High Dividend Equity Fund (the “Fund”), a series of the Cullen Funds Trust (the “Trust”).

YOUR INVESTMENT

WHAT ARE THE FUND’S GOALS?

The Fund seeks long-term capital appreciation and current income. The Fund’s goals are fundamental, which means that they cannot be changed without shareholder approval. Capital appreciation is a primary objective and current income is a secondary objective. The investment strategies described below are non-fundamental, which means that they may be changed by action of the Board of Trustees of the Trust, without shareholder approval.

WHAT ARE THE FUND’S PRINCIPAL INVESTMENT STRATEGIES?

The Fund invests, under normal circumstances, at least 80% of its net assets primarily in dividend paying common stocks of medium- and large-capitalization companies 1 . The Adviser generally selects stocks of companies that have all three of the following characteristics:

●	a below average price/earnings ratio as compared with the average price/earnings ratio of the equity securities in the Standard & Poor’s 500 Stock Index;

●	a dividend yield greater than the average dividend yield of the equity securities in the Standard & Poor’s 500 Stock Index; and

●	strong dividend growth potential based upon historical dividend growth and company fundamentals.

The Fund generally invests substantially all of its assets in common stocks. The Fund invests roughly similar amounts of its assets in each stock in the portfolio at the time of original purchase. This approach avoids the overweighting of any individual security being purchased. The Adviser may sell portfolio stocks when they are no longer attractive based on their growth potential, dividend yield or price.

As part of its strategy, the Fund, in order to generate additional income, will selectively write covered call options when it is deemed to be in the Fund’s best interest. Writing a covered call option allows the Fund to receive a premium. A call option gives the holder the right, but not the obligation, to buy the underlying equity stock from the writer of the option at a given price during a specific period. Generally, the Adviser does not expect investments in covered call options to exceed 30% of the Fund’s net assets.

What is a call option?

A call option is a short-term contract entitling the purchaser, in return for a premium paid, the right to buy the underlying equity security at a specified price upon exercise of the option at any time prior to its expiration. Writing a covered call is the selling of a call option for an equity security that is currently held in the portfolio. If the price of the underlying equity security reaches the strike price of the option, the option is likely to be exercised. In this case, the writer of the option is obligated to deliver the number of shares for which the call option is written.

The Fund may invest up to 30% of its assets in foreign securities. These investments are generally made in American Depository Receipts, which trade on U.S. exchanges. ADRs may be purchased through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depository, whereas a depository may establish an unsponsored facility without participation by the issuer of the depository security. Holders of unsponsored depository receipts generally bear all the costs of such facilities and the depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts.

American Depository Receipts are negotiable certificates that represent a given number of shares of stock in a foreign corporation. However, they are bought and sold in the American securities market, just as stock is traded.

1 Per Morningstar, Inc., as of February 28, 2009, mid-capitalization companies are those with net assets between $1.0 billion and $9.8 billion. Large-capitalization companies are those with net assets above $9.8 billion.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

General Stock Risks

The Fund’s major risks are those of investing in the stock market, which can mean the Fund may experience sudden, unpredictable declines in value, as well as periods of poor performance. Periods of poor performance and declines in value of the Fund’s underlying equity investments can be caused and also further prolonged by many circumstances currently confronting the global economy such as declining consumer and business confidence, malfunctioning credit markets, increased unemployment, reduced levels of capital expenditures, fluctuating commodity prices, bankruptcies, and other circumstances, all of which can individually and collectively have direct effects on the earnings power of the companies in which the Fund invests. Market participants’ views on the earnings power of a company and the overall state of the economy can cause significant short-term and long-term volatility in the value of the Fund’s shares. And, as a result, you could lose money investing in the Fund.

Medium-Capitalization Companies

The Fund may invest in the stocks of medium-capitalization companies. Medium-capitalization companies often have narrower markets and limited managerial and financial resources compared to those of larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business reversals, which could increase the volatility of the Fund’s portfolio.

Value Style Investing

Different types of equity investment strategies tend to shift in and out of favor depending on market and economic conditions, and the performance resulting from the Fund’s “value” investment style may sometimes be lower than that of other types of equity funds.

Options or Covered Call Writing

As explained previously, a call option is a short-term contract entitling the purchaser, in return for a premium paid, the right to buy the underlying equity security at a specified price upon exercise of the option at any time prior to its expiration. The market price of the call will, in most instances, move in conjunction with the price of the underlying equity security. The premiums received by the Fund from the sale of call options may be used by the Fund to reduce the risks associated with individual investments and to increase total investment return. However, if the security rises in value and the call is exercised, the Fund may not participate fully in the market appreciation of the security.

Foreign Securities

Foreign investments involve additional risks, which include currency exchange-rate fluctuations, political and economic instability, differences in financial reporting standards, and less-strict regulation of securities markets. Further, the Fund may make investments in equity securities of companies that are based in emerging markets. Brokerage commissions, custodial services, withholding taxes, and other costs relating to investments in emerging markets generally are more expensive than in the U.S. and certain more established foreign markets. Economies in emerging markets generally are heavily dependent upon international trade and, accordingly, have been and may continue to be more affected adversely by trade barriers, exchange controls, managed adjustments in relative currency values, and other protectionist measures negotiated or imposed by the countries with which they trade.

WHO SHOULD INVEST IN THE FUND?

The Fund is appropriate for investors who are comfortable with the risks described in this prospectus and who have long-term investment goals. The Fund is not appropriate for investors concerned primarily with principal stability.

PERFORMANCE INFORMATION

The following performance information indicates some of the risks of investing in the shares of the Fund by showing the variability of the Retail Class’s return (the class with the longest period of annual returns). The bar chart shows the total return of the Fund by showing the changes in the Fund’s performance from year to year (on a calendar year basis). The table shows the Fund’s average annual total return over time compared with a broad-based market index. Both the bar chart and table assume that all dividends and distributions are reinvested in the Fund. Remember, the Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

Prior to October 7, 2004, the shares of the Fund had no specific class designation. As of that date, all of the then outstanding shares were redesignated as Retail Class shares. Performance shown prior to the inception date of the Class R1 and Class R2 shares reflects the performance of the Retail Class shares, adjusted to reflect expenses applicable to Class R1 and Class R2 shares.

As part of its multiple class plan, the Fund also offers Class C and Class I shares. The Retail Class, Class C and Class I shares are offered under separate prospectuses. Because the fees and expenses vary between classes, performance will vary slightly with respect to each class.

Cullen High Dividend Equity Fund, Class R1 (1)

Year-By-Year Total Return as of December 31

CULLEN HIGH DIVIDEND EQUITY FUND YEAR -BY-YEAR TOTAL RETURN GRAPHIC

During the period shown in the bar chart, the Fund’s highest quarterly return was 7.47% for the quarter ended December 31, 2004 and the lowest quarterly return was -18.19% for the quarter ended December 31, 2008.

Average Annual Total Returns for the Periods ended December 31, 2008

	1 Year	5 Years	Since Inception (1)
Cullen High Dividend Equity Fund, Class R1
Return Before Taxes	-29.73%	1.10%	3.31%
Return After Taxes on Distributions (2)	-30.64%	0.01%	2.26%
Return After Taxes on Distributions and Sale of Fund Shares (2)	-19.21%	0.50%	2.41%
Class R2
Return Before Taxes	-29.52%	1.40%	3.62%
S&P 500 Index (3)	-37.00%	-2.19%	0.49%

(1) The Fund’s Class R1 and Class R2 commenced operations on April 21, 2009. The Fund’s Retail Class commenced operations on August 1, 2003. Performance shown prior to the inception of Class R1 and Class R2 reflects the performance of the Retail Class, adjusted to reflect expenses applicable to Class R1 and Class R2 shares, respectively.

(2) 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. Actual after-tax returns depend on your tax situation and may differ from those shown. Furthermore, the after-tax returns shown are not relevant to those who hold their shares through tax-deferred arrangements such as 401(k) plans or IRAs.

(3) The S&P 500 Index is an unmanaged index generally representative of the market for the stocks of large-sized U.S. companies. The figures above reflect all dividends reinvested but do not reflect any deductions for fees, expenses, or taxes. A direct investment in an index is not possible.

WHAT ARE THE FUND’S FEES AND EXPENSES?

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund.

SHAREHOLDER FEES (fees paid directly from your investment)	Class R1	Class R2
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)	None	None
Maximum deferred sales charge (load) (as a percentage of purchase or sale price, whichever is less)	None	None
Maximum sales charge (load) imposed on reinvested dividends	None	None
Redemption Fee (as a percentage of amount redeemed) a	2.00%	2.00%
Exchange Fee	None	None

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)	Class R1	Class R2
Management Fee	1.00%	1.00%
Distribution and Service (12b-1) Fees	0.50%	0.25%
Other Expenses b	0.47%	0.47%
Acquired Fund Fees and Expenses c	0.03%	0.03%
Total Annual Fund Operating Expenses	2.00%	1.75%
Less Expense Reduction/Reimbursement d	-0.47%	-0.47%
Net Annual Fund Operating Expenses	1.53%	1.28%

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 and reinvest all dividends and distributions 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
Class R1	$156	$582
Class R2	$130	$505

*	The 1-Year Expense Example amount reflects the effect of the current expense waiver and reimbursement agreement in place which limits the Fund’s expenses to 1.50% and 1.25% on an annualized basis for Class R1 shares and Class R2 shares, respectively, through October 31, 2009.

You will be charged a 2% redemption fee if you redeem or exchange shares of this Fund within seven (7) days of purchase. The redemption fee is payable to the Fund and is intended to benefit the remaining shareholders by reducing the cost of short term trading. The Fund’s Transfer Agent charges a $15 wire redemption fee to shareholders who elect to redeem by wire transfer.

These expenses, which include custodian, transfer agency, shareholder servicing plan fees and other customary Fund expenses, are based on estimated amounts for the Fund’s current fiscal year. As described below in the “Distribution and Shareholder Servicing Plan” section, the Shareholder Servicing Plan expense is up to 0.25% for both the Class R1 and Class R2 shares, and the Annual Fund Operating Expenses table presented above assumes the expense will be 0.25% since this will be the amount expected to be charged through the remainder of the fiscal year ended June 30, 2009.

Acquired Fund Fees and Expenses are indirect fees that a fund incurs from investing in the shares of other investment companies, including money market funds and other mutual funds, closed-end funds, or business development companies (“Acquired Funds”). The indirect fee represents a pro rata portion of the cumulative expenses of the Acquired Funds. Without Acquired Fund Fees and Expenses, the Total Annual Fund Operating Expenses for the Class R1 and Class R2 shares are 1.97% and 1.72%, respectively.

The Adviser has contractually agreed to limit the Net Annual Fund Operating Expenses (excluding taxes and Acquired Fund Fees and Expenses) to no more than 1.50% for Class R1 shares and 1.25% for Class R2 shares through June 30, 2010. The Adviser may, with Board approval, recapture any expenses or fees it has reduced or reimbursed within a three-year period from the date of reimbursement, provided that recapture does not cause the Fund to exceed existing expense limitations.

PORTFOLIO HOLDINGS INFORMATION

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s Statement of Additional Information (SAI). Currently, disclosure of the Fund’s holdings is required to be made quarterly within 60 days of the end of each fiscal quarter in Annual and Semi-Annual Reports to Fund shareholders and in the quarterly holdings report on Form N-Q. A complete list of the Fund’s portfolio holdings as of each calendar quarter-end is available on the Fund’s website at http://www.cullenfunds.com within five business days after the calendar quarter-end. The calendar quarter-end portfolio holdings for the Fund will remain posted on the website until updated with required regulatory filings with the SEC. Portfolio holdings information posted on the Fund’s website may be separately provided to any person commencing the day after it is first published on the website. Annual and Semi-Annual Reports are available by contacting the Cullen High Dividend Equity Fund, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or calling toll-free 1-877-485-8586, or on the SEC’s web site at www.sec.gov and on the Fund’s website.

WHO MANAGES THE FUND?

Investment Adviser

The Fund’s investment adviser is Cullen Capital Management LLC, 645 Fifth Avenue, New York, New York, 10022. Subject to the general supervision of the Trust’s Board of Trustees, the Adviser is responsible for the day-to-day investment decisions of the Fund in accordance with the Fund’s investment objective and policies. In exchange for these services, the Adviser receives an annual management fee, which is calculated daily and paid monthly, based on the average daily net assets of the Fund. As of September 30, 2008, the Adviser had approximately $4.7 billion in assets under management.

The investment advisory agreement between the Fund and the Adviser provides that the management fee for the Adviser will be at an annual rate of 1.00% of the Fund’s average daily net assets. However, the Adviser has contractually agreed with the Fund to reduce its fees and absorb expenses to the extent that the Fund’s total annual operating expenses (excluding taxes and acquired fund fees and expenses) exceed 1.50% of the Fund’s net assets for Class R1 shares and 1.25% for Class R2 shares. For the fiscal year ended June 30, 2008, the Adviser received a management fee of 0.53% of the Fund’s average daily net assets, net of reductions or absorptions.

A discussion regarding the basis for the Board of Trustees’ approval of the Adviser’s investment advisory agreement is available in the Fund’s Annual Report to Shareholders for the fiscal year ended June 30, 2008.

Portfolio Managers

The following individuals are jointly responsible for the day-to-day management of the Fund.

James P. Cullen, the Adviser’s President and Controlling Member, has been a portfolio manager of the Fund since the Fund’s inception on August 1, 2003. Mr. Cullen has been in the investment management business for more than 30 years. He is a founder of Schafer Cullen Capital Management, Inc., a registered investment adviser, and has been its President since December 1982. Prior to forming Schafer Cullen Capital Management, Inc., Mr. Cullen was a Vice President of Donaldson, Lufkin & Jenrette.

John C. Gould has served as a portfolio manager for the Fund since October 2007. Mr. Gould has been the Executive Vice President and Portfolio Manager of the Adviser since May 2000, and has served as Portfolio Manager of Schafer Cullen Capital Management, Inc. since 1989.

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Fund.

Custodian, Transfer Agent, Dividend Disbursing Agent, Fund Administrator and

Fund Accountant

U.S. Bank, N.A. serves as custodian for the Fund’s cash and securities. U.S. Bancorp Fund Services, LLC (“USBFS”), an affiliate of U.S. Bank, N.A., provides administrative, transfer agent, dividend disbursing and fund accounting services to the Fund.

Distributor

Quasar Distributors, LLC, an affiliate of U.S. Bank, N.A., serves as principal underwriter for the Fund and, as such, is the agent for the distribution of shares of the Fund.

Distribution and Shareholder Servicing (12b-1) Plan

The Fund has adopted a Distribution Plan under Rule 12b-1 under the Investment Company Act of 1940 (“Distribution Plan”) under which the Fund pays a distribution and service fee relating to the Fund’s shares. The Distribution Plan allows the Class R1 shares to pay up to 0.50% and the Class R2 shares to pay up to 0.25% of average daily net assets for distribution and service fees for the sale and distribution of shares and for services provided to shareholders. Expenses covered by the Distribution Plan include those that promote the sale of the Fund’s shares such as compensation to underwriters, dealers and sales personnel; printing and disseminating prospectuses and reports for prospective shareholders; preparing and distributing advertising material and sales literature; shareholder account servicing; and capital or other expenses of associated equipment, rent, salaries, bonuses, interest and other overhead. Because the fees are paid out of the assets attributable to the Class R1 and Class R2 shares on an on-going basis, the fees paid under the Distribution Plan will increase the cost of your investment in Class R1 and Class R2 shares and could cost you more than paying other types of sales charges.

The Fund has also adopted a separate service plan for Class R1 and Class R2 shares. Under the service plan, the Fund may pay securities dealers, plan administrators or other service organizations who agree to provide certain services to plans or plan participants holding shares of the Fund a service fee of up to 0.25% of average daily net assets attributable to Class R1 and Class R2 shares held by such plan participants. The services provided under the service plan include acting as a shareholder of record, processing purchase and redemption orders, maintaining participant account records and answering participant questions regarding the Fund. Because the fees are paid out of the assets attributable to the Class R1 and Class R2 shares on an on-going basis, the fees paid under the Distribution Plan will increase the cost of your investment in Class R1 and Class R2 shares.

Additional Payments to Financial Intermediaries

You indirectly compensate the financial intermediary through which you buy shares of the Fund, as a result of the Fund paying Rule 12b-1 fees. The Fund also may pay intermediaries for administrative services and transaction processing.

The Adviser may make additional payments to your financial intermediary. These payments may provide your financial intermediary with an incentive to favor the Fund over other mutual funds or assist the distributor in its efforts to promote the sale of the Fund’s shares. Financial intermediaries include broker-dealers, banks (including bank trust departments), registered investment advisers, financial planners, retirement plan administrators and other types of intermediaries.

The Adviser makes these additional payments to financial intermediaries out of its own assets. These payments are not an expense of the Fund. The Adviser may base these payments on a variety of criteria, including the amount of sales or assets of the Fund attributable to the financial intermediary or as a per transaction fee.

Not all financial intermediaries receive additional compensation and the amount of compensation paid varies for each financial intermediary. In certain cases, these payments may be significant. The Adviser determines which firms to support and the extent of the payments it is willing to make, generally choosing firms that have a strong capability to effectively distribute shares of the Fund and that are willing to cooperate with the Adviser’s promotional efforts. The Adviser also may compensate financial intermediaries (in addition to amounts that may be paid by the Fund) for providing certain administrative services and transaction processing services.

The Adviser may benefit from its payments if the intermediary features the Fund in its sales system (such as by placing the Fund on its preferred fund list or giving access on a preferential basis to members of the financial intermediary’s sales force or management). In addition, the financial intermediary may agree to participate in the distributor’s marketing efforts (such as by helping to facilitate or provide financial assistance for conferences, seminars or other programs at which the Adviser’s personnel may make presentations on the Fund to the intermediary’s sales force). To the extent intermediaries sell more shares of the Fund or retain shares of the Fund in their clients’ accounts, the Adviser receives greater management and other fees due to the payments to the intermediary if the amount of the payment exceeds the intermediary’s costs.

Your intermediary may charge you additional fees or commissions other than those disclosed in this prospectus. Intermediaries may categorize and disclose these arrangements differently than the discussion above. You can ask your financial intermediary about any payments it receives from the Adviser or the Fund, as well as about fees and/or commissions it charges.

The Adviser and its affiliates may have other relationships with your financial intermediary relating to the provision of services to the Fund, such as providing omnibus account services or effecting portfolio transactions for the Fund. If your intermediary provides these services, the Adviser or the Fund may compensate the intermediary for these services. In addition, your intermediary may have other relationships with the Adviser that are not related to the Fund.

Description of Classes

The Trust has adopted a multiple class plan that allows the Fund to offer one or more classes of shares of the Fund. The Fund offers five classes of shares – Retail Class, Class C, Class I, Class R1, and Class R2. This prospectus offers the Class R1 and Class R2 shares.

●	A 0.50% Rule 12b-1 distribution and service fee is imposed upon the Class R1 Shares, which are sold with no sales load.

●	A 0.25% Rule 12b-1 distribution and service fee is imposed upon the Class R2 Shares, which are sold with no sales load.

Over time these distribution and service fees could cost you more than if you paid other types of sales charges.

ADDITIONAL INFORMATION ON INVESTMENT POLICIES AND RISKS

The Fund invests in securities that the Adviser believes offer the probability of an increase in value. For the most part, the Fund will invest in common stocks of medium- and large-capitalization companies having a low stock market valuation at the time of purchase (as measured by price/earnings ratios as compared with the average price/earnings ratio of the equity securities in the S&P 500 Stock Index) in relation to investment value (as measured by prospective earnings and dividend growth rates as compared with market averages of such rates).

The Adviser then monitors investments for price movement and earnings developments. Once a security is purchased, the Adviser will generally hold it in the Fund’s portfolio until it no longer meets the Fund’s financial or valuation criteria.

Another investment strategy of the Fund is to write covered call options when the Adviser believes it will be beneficial to the Fund. The Fund may write covered call options for hedging purposes and in order to generate additional income. Writing a covered call involves the Fund selling a call option for an equity security that is currently held in its portfolio. Generally, the Adviser does not expect investments in covered call options to exceed 30% of the Fund’s net assets. However, the Fund is not restricted in its ability to invest up to 100% of its assets in covered call options.

The purchaser of a call option has the right to buy, and the writer (in this case the Fund) of a call option has the obligation to sell, an underlying security at a specified exercise price during a specified option period. The advantage to the Fund of writing covered calls is that the Fund receives a premium for writing the call, which is additional income. However, if the security rises in value and the call is exercised, the Fund may not participate fully in the market appreciation of the security.

Although there may be some short-term portfolio turnover, the Adviser generally purchases securities which it believes will appreciate in value over the long term. However, securities may be sold without regard to the time they have been held when, in the Adviser’s opinion, investment considerations warrant such action. Such considerations include downward price movement, the probability of a decrease in a security’s value and negative earnings developments.

The Fund does not concentrate its investments in any particular industry or group of industries, but diversifies its holdings among as many different companies and industries as seems appropriate in light of conditions prevailing at any given time.

The Fund intends to be fully invested, except to the extent it needs to maintain cash for redemptions or pending investments. This generally means that the Fund will be at least 80% invested in stocks at all times except to the extent that:

●	unusually large share purchases necessitate the holding of cash equivalents while additional equities are identified and purchased; or

●	anticipated share redemptions indicate that the Fund should hold larger cash reserves to better manage such redemptions.

Investments may also be made in debt securities which are convertible into equity securities and preferred stocks which are convertible into common stocks and in warrants or other rights to purchase common stock, which in each case are considered by the Adviser to be equity securities. The Adviser generally does not engage in market timing by shifting the portfolio or a significant portion thereof in or out of the market in anticipation of market fluctuations.

A portion of the Fund’s assets (up to 20%) may be held from time to time in cash or cash equivalents when the Adviser is unable to identify attractive equity investments. Cash equivalents are instruments or investments of such high liquidity and safety that they are considered almost as safe as cash. Examples of cash equivalents include money market funds and Treasury bills.

The Fund may temporarily depart from its principal investment strategies by making short-term investments in cash and cash equivalents, such as certificates of deposit, bankers’ acceptances, time deposits, commercial paper, short-term notes, or money market instruments, when the Fund experiences periods of heavy cash inflows from shareholders purchasing Fund shares. This may result in the Fund not achieving its investment objective and the Fund’s performance may be negatively affected as a result. To the extent that the Fund uses a money market fund for its cash position, there will be some duplication of expenses because the Fund would bear its pro rata portion of such money market fund’s advisory fees and operational expenses.

The Fund invests primarily in the securities of U.S. issuers, although it has the ability to invest up to 30% of its assets in securities of foreign issuers, or depository receipts for such securities, which are traded in a U.S. market or are available through a U.S. broker or dealer (regardless of whether traded in U.S. dollars) and which meet the criteria for investment selection set forth above. As a result, the Fund may be subject to additional investment risks that are different in some respects from those experienced by a fund that invests only in securities of U.S. domestic issuers.

Such risks include:

●	future political and economic developments,

●	the imposition of foreign withholding taxes on dividend and interest income payable on the securities,

●	the possible establishment of exchange controls,

●	the possible seizure or nationalization of foreign investments, and

●	the adoption of other foreign governmental restrictions which might adversely affect the payment of amounts due with respect to such securities.

With respect to the securities of foreign issuers which are denominated in foreign currencies, such risks also include currency exchange-rate risk. Generally, the Fund will not purchase securities which it believes, at the time of purchase, will be subject to exchange controls; however, there can be no assurance that exchange control laws may not become applicable to certain of the Fund’s investments. In addition, there may be less publicly available information about a foreign issuer than about a domestic issuer, and foreign issuers may not be subject to the same accounting, auditing, financial record keeping and shareholder reporting standards and requirements as domestic issuers.

There are market risks inherent in any investment, and there is no assurance that the primary investment objective of the Fund will be realized or that any income will be earned. Moreover, the application of the Fund’s investment policies is basically dependent upon the Adviser’s judgment. You should realize that there are risks in any policy dependent upon judgment and that the Adviser does not make any representation that the objectives of the Fund will be achieved or that there may not be substantial losses in any particular investment.

At any time the value of the Fund’s shares may be more or less than your cost of shares.

YOUR ACCOUNT

ELIGIBLE CLASS R1 AND R2 INVESTORS

Both the Class R1 and R2 shares will be available to certain tax-deferred retirement plans (including 401(k) plans, employer-sponsored 403(b) plans, 457 plans, profit sharing and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans) held in plan level or omnibus accounts. Class R1 and R2 shares also are available to IRAs consisting of rollovers from eligible retirement plans that offered one or more of the Adviser’s Class R1 or R2 share Funds as investment options. Class R1 and R2 shares are not available to non-retirement accounts, traditional or Roth IRAs, Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, individual 403(b)s and most individual retirement accounts or retirement plans that are not subject to the Employee Retirement Income Security Act of 1974 (ERISA).

Other classes of shares of the Fund may be offered through one or more separate prospectuses. Eligible Class R1 and Class R2 share investors are also eligible to purchase each of these other classes. However, plan participants may only purchase classes of shares that are available through their plan. Each class has different sales charges and expenses.

Your investment professional can help you determine which class is appropriate. Plan fiduciaries should consider their obligations under ERISA in determining which class is an appropriate investment for the plan. Your investment firm may receive different compensation depending upon which class is chosen.

SHARE PRICE

The price of a share of the Fund is called the Fund’s net asset value (“NAV”). The NAV is determined as of the close of regular trading on the New York Stock Exchange (“NYSE”) (usually 4:00 p.m. Eastern time) every day the NYSE is open for trading. The NAV is calculated by taking the total value of the Fund’s assets, subtracting its liabilities, and then dividing by the number of shares that have already been issued. This is a standard calculation and forms the basis for all transactions involving buying, selling, or reinvesting shares.

The Fund’s investments are valued according to market value. When a market quote is not readily available, the security’s value is based on fair value as determined by a Valuation Committee appointed and supervised by the Board of Trustees of the Trust.

Your order will be priced at the next NAV calculated after your order is received in good order by the Fund’s Transfer Agent or other agent.

Foreign Securities

Some of the Fund’s portfolio securities may be listed on foreign exchanges that trade on days when the Fund does not calculate NAV. As a result, the Fund’s NAV may change on days when you will not be able to purchase or redeem shares. In addition, a foreign exchange may not value its listed securities at the same time that the Fund calculates NAV. Events affecting the values of portfolio securities that occur between the time a foreign exchange assigns a price to the portfolio securities and the time when the Fund calculates NAV generally will not be reflected in the Fund’s NAV. However, these events will be reflected in the Fund’s NAV when the Valuation Committee, under the supervision of the Board of Trustees of the Trust, determines that they would have a material effect on the Fund’s NAV.

Frequent Purchases and Redemptions

The Fund is intended for long-term investors. The Board of Trustees has adopted policies and procedures to restrict market timing in the Fund. “Market timing” refers to a pattern of frequent purchases and sales of the Fund’s shares, often with the intent of earning arbitrage profits, in excess of prescribed prospectus limits. Market timing can harm other shareholders in various ways, including diluting the value of shareholders’ holdings, increasing the Fund’s transaction costs, disrupting portfolio management strategy, causing the Fund to incur unwanted taxable gains and causing the Fund to hold excess levels of cash. Short-term “market-timers” who engage in frequent purchases and redemptions can disrupt the Fund’s investment program and create additional transaction costs that are borne by all shareholders. The Fund reserves the right to reject purchase orders in whole or in part when, in the judgment of the Adviser or Quasar Distributors, LLC, the Fund’s distributor, such rejection is in the best interest of the Fund.

The Fund does not knowingly accommodate “market-timers.” The Fund discourages excessive, short-term trading and other abusive trading practices that may disrupt portfolio management strategies and harm fund performance. The Fund takes steps to reduce the frequency and effect of these activities in the Fund. These steps include the imposition of redemption fees as described below, monitoring trading activity and using fair value pricing, as determined by the Fund’s Board of Trustees, when the Adviser determines current market prices are not readily available. Although these efforts are designed to discourage abusive trading practices, these tools cannot eliminate the possibility that such activity will occur. Further, while the Fund makes efforts to identify and restrict frequent trading, the Fund receives purchase and sale orders through financial intermediaries and cannot always know or detect frequent trading that may be facilitated by the use of intermediaries or the use of group or omnibus accounts by those intermediaries. The Fund exercises its best judgment to use these tools in a manner it believes consistent with shareholder interests.

Trading Practices

The Fund reserves the right, in its sole discretion, to identify trading practices as abusive. The Fund may deem the sale of all or a substantial portion of a shareholder’s shares to be abusive. The Fund will determine abusive trading practices on a case-by-case basis.

The Fund monitors selected trades in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the Fund believes that a shareholder has engaged in excessive short-term trading, it may ask the shareholder to stop such activities or may refuse to process purchases or exchanges in the shareholder's accounts. In making such judgments, the Fund seeks to act in a manner that it believes is consistent with the best interests of shareholders. The Fund may consider trading done in multiple accounts under common ownership or control. The Fund endeavors to apply these market timing procedures uniformly to all shareholders of the Fund.

Redemption Fees

The Fund charges a 2% redemption fee on the redemption or exchange of Fund shares held for less than seven days. This fee is imposed in order to help offset the transaction costs and administrative expenses associated with the activities of short-term “market-timers” who engage in the frequent purchase and sale of Fund shares. The “first in, first out” (FIFO) method is used to determine the holding period; this means that if you bought shares on different days, the shares purchased first will be redeemed first for the purpose of determining whether the redemption fee applies. The redemption fee is deducted from your proceeds and is retained by the Fund for the benefit of its long-term shareholders.

The redemption fee will not be charged on transactions involving the following:

1.	redemption of shares purchased through reinvested dividends or distributions;

2.	redemptions made under scheduled or systematic plans, including automatic asset rebalancing;

redemptions made by participants in employer-sponsored retirement plans that are held at the Fund in an omnibus account (such as 401(k), 403(b), 457, Keogh, Profit Sharing Plans and Money Purchase Pension Plans), including qualified withdrawals and required minimum distributions; except where the Fund has received an indication that the plan administrator is able to assess the redemption fee to the appropriate accounts;

4.	redemptions resulting from the death or disability of a retirement plan participant;

5.	redemption of shares through court mandate; and

6.	involuntary redemptions directed by the Fund, including redemptions for low balances or to pay certain fees.

The Fund reserves the right to waive the redemption fee at its discretion where it believes such waiver is in the best interests of the Fund, including but not limited to when it determines that imposition of the redemption fee is not necessary to protect the Fund from the effects of short-term trading. In addition, the Fund reserves the right to modify or eliminate the redemption fee or waivers at any time. If there is a material change to the Fund’s redemption fee, the Fund will notify shareholders.

Fair Value Pricing

The trading hours for most foreign securities end prior to the close of the New York Stock Exchange, the time the Fund’s net asset value is calculated. The occurrence of certain events after the close of foreign markets, but prior to the close of the U.S. market (such as a significant surge or decline in the U.S. market) often will result in an adjustment to the trading prices of foreign securities when foreign markets open on the following business day. If such events occur, the Fund may value foreign securities at fair value, taking into account such events, when it calculates its net asset value. Fair value determinations are made in good faith in accordance with procedures adopted by the Board of Trustees of the Fund.

The Board of Trustees has also developed procedures that call for utilization and monitoring of fair value procedures with respect to any assets for which reliable market quotations are not readily available or for which the Fund’s pricing service does not provide a valuation or provides a valuation that in the judgment of the Adviser does not represent fair value. The Fund may also price a security utilizing fair value if the Fund or the Adviser believes that the market price is stale. Other instances where fair value pricing might be required include, but are not limited to: (a) a 10% or greater change in the price of an equity or fixed-income security; (b) a change in the price of an equity or fixed-income security which changes the net asset value per share of the Fund by $0.0089 or more; (c) a security being attributed a price which appears to the Adviser to be unreasonable; (d) a security not being priced, or (e) the occurrence of a significant event or circumstance that might necessitate fair value pricing—such as the occurrence of an event after a foreign exchange or market has closed, but before the Fund’s NAV calculation, affecting a security or securities in the Fund’s portfolio. Valuing securities at fair value involves greater reliance on judgment than valuing securities that have readily available market quotations. There can be no assurance that the Fund could 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 net asset value per share.

If a shareholder purchases or redeems shares in the Fund when it holds securities priced at fair value, this may have the unintended effect of increasing or decreasing the number of shares received in the purchase or the value of the proceeds received upon redemption.

BUYING SHARES

Minimum Investments

There is no minimum investment required to purchase Class R1 and Class R2 shares.

You will be charged a $15 annual account maintenance fee for each IRA (or other retirement account for which U.S. Bank acts as the custodian), up to a maximum of $30 per social security number, and a $25 fee for transferring assets to another custodian or for closing such an account.

Timing of Requests

The price per share will be the NAV next computed after the time your request is received in good order by the Fund’s Transfer Agent or other agent. All requests received in good order before 4:00 p.m. (Eastern time) on any business day will be executed on that same day. Requests received after 4:00 p.m. on a business day will be processed on the next business day. Plan administrators are responsible for transmitting the order to the Fund in a timely manner.

When making a purchase request, make sure your request is in good order. “Good order” means your redemption request includes:
■	The name of the Fund
■	The dollar amount of shares to be purchased
■	Completed purchase application or investment stub
■	Check payable to Cullen High Dividend Equity Fund

Shares may be purchased only on days the NYSE is open for trading. Wired funds must be received prior to 4:00 p.m. Eastern time to be eligible for same day pricing. The Fund and U.S. Bank, N.A. are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system or from incomplete wiring instructions.

Methods of Buying

Through a broker/dealer organization

Plans and their participants can purchase shares of the Fund through any broker/dealer organization that has a sales agreement with the Fund’s distributor. The broker-dealer organization is responsible for sending your purchase order to the Fund. Please keep in mind that your broker/dealer may charge additional fees for its services.

By mail

To open an account, complete an account application form and send it together with your check to the address below. To make additional investments once you have opened your account, send your check together with the detachable form that is included with your Fund account statement or confirmation. You may also send a letter stating the amount of your investment with your name, the name of the Fund and your account number together with a check to the address below. Checks should be made payable to “Cullen High Dividend Equity Fund.” The Fund will not accept payment in cash or money orders. All purchases must be in U.S. dollars, drawn on a domestic financial institution. The Fund also does not accept cashier’s checks in amounts of less than $10,000. To prevent check fraud, the Fund will not accept third party checks, Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares. The Fund is unable to accept post dated checks, post dated on-line bill pay checks, or any conditional order of payment. If your check is returned for any reason, a $25 fee will be assessed against your account. In compliance with the USA PATRIOT Act of 2001, please note that the Transfer Agent will verify certain information from investors as part of the Fund’s anti-money laundering program. As requested on your account application, you should supply your full name, date of birth, social security number and permanent street address. Mailing addresses containing only a P.O. Box will not be accepted without providing a permanent street address on your application.

Regular Mail

Cullen High Dividend Equity Fund

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, Wisconsin 53201-0701

Overnight Delivery

Cullen High Dividend Equity Fund

c/o U.S. Bancorp Fund Services, LLC

615 E. Michigan Street, Third Floor

Milwaukee, Wisconsin 53202

NOTE: The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, when you deposit your account application form, additional purchase request or redemption request in the mail, or use other delivery services, or if your documents are simply in the Transfer Agent’s post office box, that does not mean that the Fund’s Transfer Agent actually received those documents.

By telephone	To make additional investments by telephone, you must check the appropriate box on your account application form authorizing telephone purchases. If you have given authorization for telephone transactions and your account has been open for at least 15 days, you may call the Fund toll free at 1-877-485-8586 to move money, in amounts of $50 or more, from your bank account to your Fund account upon request. Only bank accounts held at U.S. institutions that are Automated Clearing House (“ACH”) members may be used for telephone transactions. For security reasons, requests by telephone will be recorded.
By wire	Initial Investment—By Wire If you are making an initial investment in the Fund, before you wire funds please contact the Transfer Agent by phone to make arrangements with a telephone service representative or submit your completed application via mail or overnight delivery. Upon receipt of your application, your account will be established and a service representative will contact you within 24 hours to provide an account number and wiring instructions. You may then contact your bank to initiate the wire using the instructions you were given. For Subsequent Investments—By Wire Before sending your wire, please contact the Transfer Agent to advise of your intent to wire funds. This will ensure prompt and accurate credit upon receipt of your wire. To open an account or to make additional investments by wire, call 1-877-485-8586 to notify the Fund of the incoming wire using the wiring instructions below: U.S. Bank, N.A. 777 East Wisconsin Avenue Milwaukee, WI 53202 ABA #: 075000022 Credit: U.S. Bancorp Fund Services, LLC Account #: 112-952-137 Further Credit: Cullen High Dividend Equity Fund (your name or the title on the account) (your account #)
Through an automatic investment plan	Once your account has been opened, you may purchase shares of the Fund through an AIP. You can have money automatically transferred from your checking or savings account on a monthly or quarterly basis. To be eligible for this plan, your bank must be a U.S. institution that is an ACH member. The Fund may modify or terminate the AIP at any time. To begin participating in the Plan, you should complete the Automatic Investment Plan section on your account application or call the Fund’s Transfer Agent at 1-877-485-8586. The first AIP purchase will take place no earlier than 15 days after the Fund’s Transfer Agent has received your request. If your payment is rejected by your bank, the Transfer Agent will charge a $25 fee to your account. Any request to change or terminate an Automatic Investment Plan should be submitted to the Transfer Agent five days prior to effective date.

Shares of the Fund have not been registered for sale outside of the United States. The Cullen High Dividend Equity Fund generally does not sell shares to investors residing outside of the United States, even if they are United States citizens or lawful permanent residents, except to investors with United States military APO or FPO addresses.

SELLING SHARES

Methods of Selling

Through a broker/dealer organization	If you purchased your shares through a broker/dealer or other financial organization, your redemption order must be placed through the same organization. The organization is responsible for sending your redemption order to the Fund on a timely basis. Please keep in mind that your broker/dealer may charge additional fees for its services.
By mail	Send your written redemption request to the address below. Your request should contain the Fund’s name, your account number and the dollar amount or the number of shares to be redeemed. Be sure to have all shareholders sign the letter as their names appear on the account. Additional documents are required for certain types of shareholders, such as corporations, partnerships, executors, trustees, administrators, or guardians (i.e., corporate resolutions or trust documents indicating proper authorization).
	Regular Mail Cullen High Dividend Equity Fund c/o U.S. Bancorp Fund Services, LLC P.O. Box 701 Milwaukee, Wisconsin 53201-0701 Overnight Delivery Cullen High Dividend Equity Fund c/o U.S. Bancorp Fund Services, LLC 615 E. Michigan Street, Third Floor Milwaukee, Wisconsin 53202
By telephone	If you are authorized to perform telephone transactions (either through your account application form or by subsequent arrangement in writing with the Fund) you may redeem as little as $500 and as much as $100,000 by calling toll-free 1-877-485-8586. Proceeds of a telephone redemption may be sent by check to your address of record, proceeds may be wired to your bank account designated on your account, or funds may be sent via electronic funds transfer through the Automated Clearing House (“ACH”) network to a predetermined bank account. If proceeds are wired, your bank may charge a fee to receive wired funds and the Transfer Agent charges a $15 outgoing wire fee. Although there is no charge for proceeds to be sent through the ACH network, most transfers are completed within two business days. A signature guarantee may be required of all shareholders to change or add telephone redemption privileges. For security reasons, requests by telephone will be recorded. No telephone redemptions may be made within 15 days of any address change.

Through a systematic withdrawal plan

If you own shares with a value of $10,000 or more, you may participate in the systematic withdrawal plan. Under the plan, you may choose to receive a specified dollar amount, generated from the redemption of shares in your account, on a monthly, quarterly or annual basis. If you elect this method of redemption, the Fund will send a check to your address of record, or will send the payment via electronic funds transfer through the ACH network, directly to your bank account. For payment through the ACH network, your bank must be an ACH member and your bank account information must be maintained on your Fund account. This program may be terminated at any time by the Fund. You may also elect to terminate your participation in this plan at any time by contacting the Transfer Agent at least 5 days in advance of the next withdrawal. If you expect to purchase additional shares of the Fund, it may not be to your advantage to participate in the systematic withdrawal plan because of the possible adverse tax consequences of making contemporaneous purchases and redemptions.

Shareholders who have an IRA or other retirement plan must indicate on their redemption request whether or not to withhold federal income tax. Such redemption requests not indicating an election not to have tax withheld will generally be subject to 10% withholding. IRA accounts may not be redeemed by telephone.

Signature Guarantees

Signature guarantees are designed to prevent unauthorized transactions. The guarantor pledges that the signature presented is genuine and, unlike a notary public, is financially responsible if it is not.

A signature guarantee of each owner is required to redeem shares in the following situations:

·	If ownership is changed on your account.

·	When redemption proceeds are sent to any person, address or bank account not on record;

·	Written requests to wire redemption proceeds (if not previously authorized on the account);

·	When establishing or modifying certain service on an account;

·	If a change of address - was received by the Transfer Agent within the last 15 days.

·	For all redemptions in excess of $100,000 - from any shareholder account.

Signature guarantees will generally be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations, as well as from participants in the New York Stock Exchange Medallion Signature Program and the Securities Transfer Agents Medallion Program (“STAMP”). A notary public is not an acceptable signature guarantor.

The Fund’s Transfer Agent reserves the right to reject any signature guarantee.

When Redemption Proceeds Are Sent to You

Your shares will be redeemed at the NAV next determined after the Fund’s Transfer Agent receives your redemption request in good order. Your redemption request cannot be processed on days the NYSE is closed.

All requests received in good order by the Fund’s Transfer Agent before the close of the regular trading session of the NYSE (usually 4:00 p.m. Eastern time) will normally be wired to the bank you indicate, mailed to the address of record or sent to a predetermined bank account via the Automated Clearing House (ACH) network on the following business day. Except in extreme circumstances, proceeds will be sent within seven calendar days after the Fund receives your redemption request.

When making a redemption request, make sure your request is in good order. “Good order” means your redemption request includes:
■	the name of the Fund
■	the dollar amount or the number of shares to be redeemed
■	signatures of all registered shareholders exactly as the shares are registered, with signatures guaranteed, if applicable
■	the account number

If you purchase shares using a check and soon after request a redemption, the Fund will honor the redemption request, but will not mail or wire the proceeds until your purchase check has cleared (usually within 12 days, but in no event more than 15 days, after the date of purchase).

The Fund may make a redemption in-kind (a payment in portfolio securities rather than cash) if the amount you are redeeming is in excess of the lesser of (1) $250,000 or (2) 1% of the Fund’s assets. Generally, a redemption in-kind is used when large redemption requests may cause harm to the Fund and its shareholders.

ADDITIONAL POLICIES

Information for Plan Participants

Participants in retirement plans generally must contact the plan’s administrator to purchase, redeem or exchange shares. Shareowner services may only be available to plan participants through a plan administrator. Plans may require separate applications and their policies and procedures may be different than those described in this prospectus. Participants should contact their plan administrator for information regarding shareholder services pertaining to participants’ investments in the Fund.

Exchanges

The Fund allows you to exchange your Class R1 and R2 shares for Class R1 and R2 shares, respectively, of another Cullen fund that is available through your plan. Exchanges are made at net asset value.

Before you request an exchange, consider each Fund’s investment objective and policies as described in the fund’s prospectus. Other Cullen funds may not be available in certain retirement plans.

Telephone Transactions

Once you place a telephone transaction request, it cannot be canceled or modified. The Fund uses reasonable procedures to confirm that telephone requests are genuine. The Fund may be responsible if it does not follow these procedures. You are responsible for losses resulting from fraudulent or unauthorized instructions received over the telephone, provided the Fund reasonably believes the instructions were genuine and has employed reasonable procedures to verify the shareholder’s identity. Contact the Fund immediately if you believe there is a discrepancy between a transaction you performed and the confirmation statement you received, or if you believe someone has obtained unauthorized access to your account.

During times of unusual market activity, the Fund’s phones may be busy and you may experience a delay in placing a telephone request. Since telephone trades must be received by or prior to market close, please allow sufficient time to place your telephone transaction. If you are unable to contact the Fund’s Transfer Agent by phone, shares may also be purchased or redeemed by delivering the redemption request to the Fund’s Transfer Agent.

Investing Through a Third Party

Eligible retirement plans generally may open an account and purchase Class R1 and R2 shares by contacting any investment firm or plan administrator authorized to sell the Fund’s shares. A retirement plan sponsor can obtain retirement plan applications from its investment firm or plan administrator.

If you invest through a third party (rather than with the Fund), the policies and fees may be different than described in this prospectus. Banks, brokers, 401(k) plans, financial advisers, and financial supermarkets may charge transaction fees and may set different minimum investments or limitations on buying or selling shares. These fees and conditions are in addition to those imposed by the Fund. In addition, the options and services available to a retirement plan may be different from those discussed in this prospectus. Consult a representative of your plan or financial institution if you are not sure.

Information for IRA Rollover Accounts

IRA Rollover Accounts may be eligible to open an account and purchase Class R1 and R2 shares by contacting any investment firm authorized to sell the Fund’s shares. You can obtain an application from your investment firm. You may also open your account by completing an account application and sending it to the transfer agent by mail.

The Fund requires that you maintain a minimum account value of $500. If you hold less than $500 in your account, the Fund reserves the right to notify you that it intends to sell your shares and close your account. You will be given 60 days from the date of the notice to make additional investments to avoid having your shares sold.

DISTRIBUTIONS AND TAXES

The Fund will distribute substantially all of its net investment income no less frequently than monthly and any net capital gain that it has realized will be distributed at least annually. Distributions will automatically be reinvested in additional shares of the Fund, unless you elect to have the distributions paid to you in cash. If you choose to have distribution checks mailed to you and either the U.S. Postal Service is unable to deliver the check to you or the check remains outstanding for at least 6 months, the Fund reserves the right to reinvest the check at the then current NAV until you notify the Fund with different instructions. You will pay tax on dividends from the Fund whether you receive them in cash or additional shares.

In general, Fund distributions will be taxable to you as either ordinary income, qualified dividend income taxable at rates also applicable to capital gains, or capital gains. Dividends paid by the Fund from its ordinary income or from an excess of net short-term capital gain over net long-term capital loss (together referred to hereafter as “ordinary income dividends”) are taxable to you as ordinary income. Distributions made from an excess of net long-term capital gain over net short-term capital loss are taxable to you as long-term capital gains, regardless of the length of time you have owned your shares. A portion of the Fund’s ordinary income dividends may be eligible for the dividends received deduction allowed to corporations if certain requirements are met. Certain dividend income, including dividends received from some foreign corporations, and long-term capital gain are eligible for taxation at a reduced rate that applies to non-corporate shareholders. To the extent that the Fund’s distributions are derived from qualifying dividend income and long-term capital gains, such distributions to non-corporate shareholders will be eligible for taxation at a reduced rate. If the Fund distributes realized income and/or gains soon after you purchase shares, the distribution may be treated as a taxable distribution, even though it represents a return of your investment.

You may also have to pay taxes when you sell, redeem or exchange your shares. An exchange from one Fund to another is treated the same as an ordinary sale and purchase for federal income tax return purposes and you will realize a capital gain or loss. Any loss recognized on the sale of a share held for six months or less is treated as long-term capital loss to the extent of any capital gain dividends paid with respect to such share.

By law, your dividends and redemption proceeds will be subject to a withholding tax if you are a non-corporate shareholder and have not provided a correct taxpayer identification number or social security number.

Fund distributions and gains from the sale of your shares may be subject to state and local income tax. The tax consequences to a non-resident alien individual or a foreign entity of investing in the Fund may be different from those described above. Such non-U.S. investors may be subject to U.S. withholding and estate tax. You should consult your tax adviser about the federal, state, local or foreign tax consequences of your investment in the Fund.

SHAREHOLDER REPORTS AND CONFIRMATIONS

As a shareholder, you will be provided annual and semi-annual reports showing the Fund’s portfolio investments and financial information. You will also receive confirmations of your purchases into, and redemptions out of, the Fund. Account statements will be mailed to you on an annual basis.

RESERVED RIGHTS

The Fund reserves the right to:

●	Refuse, change, discontinue, or temporarily suspend account services, including purchase or telephone redemption privileges, for any reason. (Shareholders will be notified of any such action to the extent material via written notice).

●	Reject any purchase request for any reason. Generally, the Fund does this if the purchase is disruptive to the efficient management of the Fund (e.g., due to the timing of the investment).

●	Change the minimum or maximum investment amounts.

●	Delay sending out redemption proceeds for up to seven days (this generally only applies to very large redemptions without notice or during unusual market conditions).

●	Suspend redemptions or postpone payments when the NYSE is closed for any reason other than its usual weekend or holiday closings, when trading is restricted by the SEC, or under emergency circumstances as determined by the SEC in accordance with the provisions of the Investment Company Act of 1940.

●

Close any account that does not meet minimum investment requirements. The Fund will give you notice and 60 days to begin an automatic investment program or to increase your balance to the required minimum. The initial minimum investment may be waived at the Fund’s discretion. An account will not be closed when it falls below the minimum investment requirement as a result of market fluctuations.

●	Reject any purchase or redemption request that does not contain all required documentation.

FINANCIAL HIGHLIGHTS

Information is not provided for Class R1 and R2 shares offered in this Prospectus because the public offering of these shares had not commenced as of the date of this Prospectus.

INVESTMENT ADVISER

Cullen Capital Management LLC

New York, New York

DISTRIBUTOR

Quasar Distributors, LLC

Milwaukee, Wisconsin

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

LEGAL COUNSEL

Sidley Austin LLP

Chicago, Illinois

ADMINISTRATOR, TRANSFER AGENT,

AND FUND ACCOUNTANT

U.S. Bancorp Fund Services, LLC

Milwaukee, Wisconsin

CUSTODIAN

U.S. Bank, N.A.

Milwaukee, Wisconsin

PRIVACY NOTICE

The Fund collects non-public information about you from the following sources:

●	Information we receive about you on applications or other forms;

●	Information you give us orally; and

●	Information about your transactions with us or others.

We do not disclose any non-public personal information about our customers or former customers without the customer’s authorization, except as required by law or in response to inquiries from governmental authorities. We restrict access to your personal and account information to those employees who need to know that information to provide products and services to you. We also may disclose that information to unaffiliated third parties (such as to administrators, brokers or custodians) only as permitted by law and only as needed for us to provide agreed services to you. We maintain physical, electronic and procedural safeguards to guard your non-public personal information.

In the event that you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared by those entities with unaffiliated third parties.

*THE PRIVACY NOTICE IS NOT A PART OF THE PROSPECTUS

FOR MORE INFORMATION

You can find more information about the Fund in the following documents:

Statement of Additional Information (SAI)

The SAI contains details about investments and techniques of the Fund and certain other additional information. A current SAI is on file with the SEC and is incorporated into this prospectus by reference. This means that the SAI is legally considered a part of this prospectus even though it is not physically contained within this prospectus.

Annual and Semi-Annual Reports

Additional information about the Fund’s investments is available in the Fund’s annual and semi-annual reports to shareholders. The Fund’s annual and semi-annual reports provide the most recent financial reports as well as portfolio listings. The annual report contains a discussion of the market conditions and investment strategies that affected the Fund’s performance during the Fund’s last fiscal year.

You can obtain a free copy of these documents, request other information or make shareholder inquiries about the Fund by calling the Fund toll-free at 1-877-485-8586 or by writing to:

Cullen High Dividend Equity Fund

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, WI 53201-0701

You may also obtain a free copy of these documents on the Fund’s website at http://www.cullenfunds.com.

You may write to the SEC Public Reference Room at the regular mailing address or the e-mail address below and ask the SEC to mail you information about the Fund, including the SAI. The SEC will charge you a fee for this duplicating service. You can also visit the SEC Public Reference Room and copy documents while you are there. For more information about the operation of the Public Reference Room, call the SEC at the telephone number below.

Public Reference Section

Securities and Exchange Commission

Washington, D.C. 20549-0213

publicinfo@sec.gov

(202) 551-8090

Reports and other information about the Fund are also available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov.

1940 Act File No. 811-9871

CULLEN INTERNATIONAL HIGH DIVIDEND FUND

A series of Cullen Funds Trust

Class R1 and Class R2

PROSPECTUS

April 21, 2009

TABLE OF CONTENTS


YOUR INVESTMENT	1
WHAT ARE THE FUND’S GOALS?	1
WHAT ARE THE FUND’S PRINCIPAL INVESTMENT STRATEGIES?	1
WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?	2
WHO SHOULD INVEST IN THE FUND?	3
WHAT ARE THE FUND’S FEES AND EXPENSES?	4
PORTFOLIO HOLDINGS INFORMATION	6
WHO MANAGES THE FUND?	6
ADDITIONAL INFORMATION ON INVESTMENT POLICIES AND RISKS	8
YOUR ACCOUNT	10
SHARE PRICE	10
BUYING SHARES	13
SELLING SHARES	16
ADDITIONAL POLICIES	18
DISTRIBUTIONS AND TAXES	19
SHAREHOLDER REPORTS AND CONFIRMATIONS	20
RESERVED RIGHTS	20
FINANCIAL HIGHLIGHTS	21
FOR MORE INFORMATION	Back Cover

In this prospectus, the “Adviser” refers to Cullen Capital Management LLC, the investment adviser for the Cullen International High Dividend Fund (the “Fund”), a series of the Cullen Funds Trust (the “Trust”).

YOUR INVESTMENT

WHAT ARE THE FUND’S GOALS?

The Fund seeks current income and long-term capital appreciation. The Fund’s goals are fundamental, which means that they cannot be changed without shareholder approval. Current income is a primary objective and capital appreciation is a secondary objective. The investment strategies described below are non-fundamental, which means that they may be changed by action of the Board of Trustees of the Trust, without shareholder approval.

WHAT ARE THE FUND’S PRINCIPAL INVESTMENT STRATEGIES?

The Fund invests, under normal circumstances, at least 80% of its net assets primarily in high dividend paying common stocks of medium- and large-capitalization companies headquartered outside the United States and in American Depository Receipts (ADRs) 1 . ADRs are depository receipts for foreign securities denominated in U.S. dollars and traded on U.S. securities markets or available through a U.S. broker or dealer. As a point of comparison, a high dividend paying common stock that the Fund would invest in would have a dividend yield greater than the average dividend yield of the equity securities in the Standard & Poor’s 500 Stock Index.

The Fund intends to diversify its investments across different countries, but the percentage of Fund assets invested in particular countries or regions will change from time to time based on the Adviser’s judgment. The Fund intends to invest in the securities of companies located in developed countries and, to a lesser extent, those located in emerging markets. The Fund may consider investments in companies in any of the world’s developed stock markets, such as the United Kingdom and other stock markets in the European Union. The Fund also may consider investments in developed and emerging stock markets in the Far East, such as Hong Kong, China, Singapore, Korea, Taiwan, Malaysia and Thailand. Other developed and emerging stock markets such as Australia, New Zealand, South Africa, Canada and Mexico also may be considered.

The Adviser generally selects stocks of companies that have all three of the following characteristics:

·	a below average price/earnings ratio as compared with the average price/earnings ratio of the equity securities in the Standard & Poor’s 500 Stock Index;

·	a dividend yield greater than the average dividend yield of the equity securities in the Standard & Poor’s 500 Stock Index; and

·	strong dividend growth potential based upon historical dividend growth and company fundamentals.

The Fund generally invests substantially all of its assets in common stocks and ADRs. The Fund invests roughly similar amounts of its assets in each position in the portfolio at the time of original purchase. This approach avoids the overweighting of any individual security being purchased. The Adviser may sell portfolio stocks when they are no longer attractive based on their growth potential, dividend yield or price.

The Fund may invest up to 20% of its assets in U.S. issuers. These investments include common stocks of other investment companies and government securities.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

General Stock Risks

The Fund’s major risks are those of investing in the stock market, which can mean the Fund may experience sudden, unpredictable declines in value, as well as periods of poor performance. Periods of poor performance and declines in value of the Fund’s underlying equity investments can be caused and also further prolonged by many circumstances currently confronting the global economy such as declining consumer and business confidence, malfunctioning credit markets, increased unemployment, reduced levels of capital expenditures, fluctuating commodity prices, bankruptcies, and other circumstances, all of which can individually and collectively have direct effects on the earnings power of the companies in which the Fund invests. Market participants’ views on the earnings power of a company and the overall state of the economy can cause significant short-term and long-term volatility in the value of the Fund’s shares. Because stock values go up and down, the value of the Fund’s shares may go up and down. And, as a result, you could lose money investing in the Fund.

Foreign Securities Risks

·	future political and economic developments,

·	the imposition of foreign withholding taxes on dividend and interest income payable on the securities,

·	the possible establishment of exchange controls,

·	the possible seizure or nationalization of foreign investments, and

·	the adoption of other foreign governmental restrictions which might adversely affect the payment of amounts due with respect to such securities.

You may lose money by investing in this Fund if any of the following occur:

·	foreign stock markets decline in value;

·	the Fund has difficulty selling smaller capitalization or emerging market stocks during a down market due to lower liquidity;

·	the value of a foreign currency declines relative to the U.S. dollar; or

·	political, social or economic instability in a foreign country causes the value of the Fund’s investments to decline.

All of the risks of investing in foreign securities are heightened by investing in emerging markets. Emerging markets have been more volatile than the markets of developed countries with more mature economies.

ADRs are subject to the risks of foreign investments and may not always track the price of the underlying foreign security. Even when denominated in U.S. currency, the depository receipts are subject to currency risk if the underlying security is denominated in a foreign currency. There can be no assurance that the price of the depository receipt will always track the price of the underlying foreign security.

Medium-Capitalization Companies

The Fund may invest in the stocks of medium-capitalization foreign companies with a typical capitalization range from $1.0 billion to $9.8 billion. Medium-capitalization companies often have narrower markets and limited managerial and financial resources compared to those of larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business reversals, which could increase the volatility of the Fund’s portfolio.

Value Style Investing

WHO SHOULD INVEST IN THE FUND?

PERFORMANCE INFORMATION

As part of its multiple class plan, the Fund also offers Retail Class, Class C, and Class I shares. The Retail Class, Class C, and Class I shares are offered in separate prospectuses. Because the fees and expenses vary between classes, performance will vary with respect to each class.

The following performance information indicates some of the risks of investing in the shares of the Fund by showing the variability of the Fund’s return. The bar chart shows the total return of the Fund by showing the changes in the Fund’s performance from year to year (on a calendar year basis). The table shows the Fund's average annual total return over time compared with a broad-based market index. Both the bar chart and table assume that all dividends and distributions are reinvested in the Fund.

Performance shown prior to the inception date of the Class R1 and Class R2 shares reflects the performance of the Retail Class shares, adjusted to reflect expenses applicable to Class R1 and Class R2 shares. Remember, the Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

Cullen International High Dividend Fund, Class R1 (1)

Year-By-Year Total Return as of December 31

CULLEN INTERNATIONAL HIGH DIVIDEND FUND YEAR -BY-YEAR TOTAL RETURN GRAPHIC

During the period shown in the bar chart, the Fund’s highest quarterly return was 11.92% for the quarter ended December 31, 2006 and the lowest quarterly return was -24.50% for the quarter ended December 31, 2008.

Average Annual Total Returns for the Periods ended December 31, 2008

	1 Year	Since Inception (1)
Cullen International High Dividend Fund, Class R1
Return Before Taxes	-45.08%	-5.10%
Return After Taxes on Distributions (2)	-45.18%	-6.01%
Return After Taxes on Distributions and Sale of Fund Shares (2)	-28.57%	-4.30%
Class R2
Return Before Taxes	-44.91%	-4.82%
MSCI EAFE Index (3)	-43.06%	-6.56%

(1)

The Fund’s Class R1 and Class R2 commenced operations on April 21, 2009. The Fund’s Retail Class commenced operations on December 15, 2005. Performance shown prior to the inception of Class R1 and Class R2 reflects the performance of the Retail Class, adjusted to reflect expenses applicable to Class R1 and Class R2 shares, respectively.

(2)

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. Actual after-tax returns depend on your tax situation and may differ from those shown. Furthermore, the after-tax returns shown are not relevant to those who hold their shares through tax-deferred arrangements such as 401(k) plans or IRAs.

(3)

The Morgan Stanley Capital International EAFE Index measures the overall performance of stock markets in 21 countries within Europe, Australasia and the Far East. The figures above reflect all dividends reinvested but do not reflect any deductions for fees, expenses, or taxes. A direct investment in an index is not possible.

WHAT ARE THE FUND’S FEES AND EXPENSES?

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund.

SHAREHOLDER FEES	Class R1	Class R2
(fees paid directly from your investment)
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)	None	None
Maximum deferred sales charge (load) (as a percentage of purchase or sale price, whichever is less)	None	None
Maximum Sales charge (load) imposed on reinvested dividends	None	None
Redemption Fee (as a percentage of amount redeemed) a	2.00%	2.00%
Exchange Fee	None	None

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)	Class R1	Class R2
Management Fee	1.00%	1.00%
Distribution and Service (12b-1) Fees	0.50%	0.25%
Other Expenses b	1.17%	1.17%
Total Annual Fund Operating Expenses c	2.67%	2.42%
Less Expense Reduction/Reimbursement d	-0.91%	-0.91%
Net Annual Fund Operating Expenses	1.76%	1.51%

Example

	1 Year*	3 Years
Class R1	$179	$747
Class R2	$154	$671

*	The 1-Year Expense Example amount reflects the effect of the current expense waiver and reimbursement agreement in place which limits the Fund’s expenses to 1.75% and 1.50% on an annualized basis for Class R1 shares and Class R2 shares, respectively, through October 31, 2009.

These expenses, which include custodian, transfer agency, Shareholder Servicing Plan Fees and other customary Fund expenses, are based on estimated amounts for the Fund’s current fiscal year. As described below in the “Distribution and Shareholder Servicing Plan” section, the Shareholder Servicing Plan expense is up to 0.25% for both the Class R1 and Class R2 shares, and the Annual Fund Operating Expenses table presented above assumes the expense will be 0.25% since this will be the amount expected to be charged through the remainder of the fiscal year ended June 30, 2009. Other Expenses also include the fees and expenses indirectly borne by a Fund in connection with its investments in other mutual funds. These indirect fees and expenses are referred to as “acquired fund fees and expenses.” Acquired fund fees and expenses did not exceed 0.01% of the Fund’s average daily net assets for the fiscal year ended June 30, 2008.

c	Without acquired fund fees and expenses, the Total Annual Fund Operating Expenses for the Class R1 and Class R2 shares is 2.66% and 2.41%, respectively.

The Adviser has contractually agreed to limit the Net Annual Fund Operating Expenses (excluding taxes and Acquired Fund Fees and Expenses) to no more than 1.75% for Class R1 shares and 1.50% for Class R2 shares until June 30, 2010. The Adviser may, with Board approval, recapture any expenses or fees it has reduced or reimbursed within a three-year period from the date of reimbursement, provided that recapture does not cause the Fund to exceed existing expense limitations.

PORTFOLIO HOLDINGS INFORMATION

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s Statement of Additional Information (SAI). Currently, disclosure of the Fund’s holdings is required to be made quarterly within 60 days of the end of each fiscal quarter in Annual and Semi-Annual Reports to Fund shareholders and in the quarterly holdings report on Form N-Q. A complete list of the Fund’s portfolio holdings as of each calendar quarter-end is available on the Fund’s website at http:// www.cullenfunds.com within five business days after the calendar quarter-end. The calendar quarter-end portfolio holdings for the Fund will remain posted on the website until updated with Form N-CSR and Form N-Q as filed with the SEC. Portfolio holdings information posted on the Fund’s website may be separately provided to any person commencing the day after it is first published on the website. Annual and Semi-Annual Reports are available by contacting the Cullen International High Dividend Fund, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or calling toll-free 1-877-485-8586, on the SEC’s website at www.sec.gov and on the Fund’s website.

WHO MANAGES THE FUND?

Investment Adviser

The Fund’s investment adviser is Cullen Capital Management LLC, located at 645 Fifth Avenue, New York, New York, 10022. Subject to the general supervision of the Trust’s Board of Trustees, the Adviser is responsible for the day-to-day investment decisions of the Fund in accordance with the Fund’s investment objective and policies. In exchange for these services, the Adviser receives an annual management fee, which is calculated daily and paid monthly, based on the average daily net assets of the Fund. As of September 30, 2008, the Adviser had $4.9 billion in assets under management.

The investment advisory agreement between the Fund and the Adviser provides that the management fee for the Adviser will be at an annual rate of 1.00% of the Fund’s average daily net assets. However, the Adviser has contractually agreed with the Fund to reduce its fees and absorb expenses to the extent that the Fund’s total annual operating expenses (excluding taxes and acquired fund fees and expenses) exceed 1.75% for the Class R1 shares and 1.50% for Class R2 shares of the Fund’s net assets.

A discussion regarding the basis of the Board of Trustees’ approval of the Adviser’s Investment Advisory Agreement is available in the Fund’s Annual Report to Shareholders for the fiscal year that ended on June 30, 2008.

Portfolio Managers

The following individuals are jointly responsible for the day-to-day management of the Fund.

James P. Cullen, the Adviser’s President and Controlling Member, has been a portfolio manager of the Fund since the Fund’s inception on December 15, 2005. Mr. Cullen has been in the investment management business for more than 30 years. He is a founder of Schafer Cullen Capital Management, Inc., a registered investment adviser, and has been its President since December 1982. Prior to forming Schafer Cullen Capital Management, Inc., Mr. Cullen was a Vice President of Donaldson, Lufkin & Jenrette.

Rahul D. Sharma has served as a portfolio manager for the Fund since October 2007. Mr. Sharma has been the Secretary of the Adviser since May 2000.

Custodian, Transfer Agent, Dividend Disbursing Agent, Fund Administrator and

Fund Accountant

The Bank of New York serves as custodian for the Fund’s cash and securities. U.S. Bancorp Fund Services, LLC provides administrative, transfer agent, dividend disbursing and fund accounting services to the Fund.

Distributor

Quasar Distributors, LLC serves as principal underwriter for the Fund and, as such, is the agent for the distribution of shares of the Fund.

Distribution and Shareholder Servicing (12b-1) Plan

The Fund has adopted a Distribution Plan under Rule 12b-1 of the Investment Company Act of 1940 (“Distribution Plan”) under which the Fund pays a distribution and service fee relating to the Fund’s shares. The Distribution Plan allows the Class R1 shares to pay up to 0.50% and the Class R2 shares to pay up to 0.25% of average daily net assets for distribution and service fees for the sale and distribution of shares and for services provided to shareholders. Expenses covered by the Distribution Plan include those that promote the sale of the Fund’s shares such as compensation to underwriters dealers and sales personnel; printing and disseminating prospectuses and reports for prospective shareholders; preparing and distributing advertising material and sales literature; shareholder account servicing; and capital or other expenses of associated equipment, rent, salaries, bonuses, interest and other overhead.. Because the fees are paid out of the assets attributable to the Class R1 and Class R2 shares on an on-going basis, the fees paid under the Distribution Plan will increase the cost of your investment in Class R1 and Class R2 shares and could cost you more than paying other types of sales charges.

Additional Payments to Financial Intermediaries

Description of Classes

The Trust has adopted a multiple class plan that allows the Fund to offer one or more classes of shares of the Fund. The Fund offers five classes of shares – Retail Class, Class C, Class I, Class R1 and Class R2. This prospectus offers the Class R1 and Class R2 shares.

·	A 0.50% Rule 12b-1 distribution and service fee is imposed upon the Class R1 shares, which are sold with no sales load.

·	A 0.25% Rule 12b-1 distribution and service fee is imposed upon the Class R2 shares, which are sold with no sales load.

Over time these distribution and service fees could cost you more than if you paid other types of sales charges.

ADDITIONAL INFORMATION ON INVESTMENT POLICIES AND RISKS

The Fund invests in securities that the Adviser believes offer the probability of an increase in value. For the most part, the Fund will invest in common stocks of non-U.S. medium- and large-capitalization companies having a low stock market valuation at the time of purchase (as measured by price/earnings ratios as compared with the average price/earnings ratio of the equity securities in the S&P 500 Stock Index) in relation to investment value (as measured by prospective earnings and dividend growth rates as compared with market averages of such rates). The Fund will also invest in ADRs.

Generally, the Fund will not purchase securities which at the time of purchase, it believes will be subject to exchange controls; however, there can be no assurance that exchange control laws may not become applicable to certain of the Fund’s investments. In addition, there may be less publicly available information about a foreign issuer than about a domestic issuer, and foreign issuers may not be subject to the same accounting, auditing, financial record-keeping and shareholder reporting standards and requirements as domestic issuers.

·	unusually large share purchases necessitate the holding of cash equivalents while additional equities are identified and purchased; or

·	anticipated share redemptions indicate that the Fund should hold larger cash reserves to better manage such redemptions.

Although the Fund’s portfolio is normally expected to be fully invested in equity securities as described above, a portion of the Fund’s assets (up to 20%) may be held from time to time in cash or cash equivalents when the Adviser is unable to identify attractive equity investments. Cash equivalents are instruments or investments of such high liquidity and safety that they are considered almost as safe as cash. Examples of cash equivalents include money market funds and Treasury bills.

The Fund invests primarily in the securities of foreign issuers or in depository receipts, although the Fund has the ability to invest up to 20% of its assets in securities of U.S. issuers which meet the criteria for investment selection set forth above. As a result, the Fund may be subject to additional investment risks that are different in some respects from those experienced by a fund that invests only in securities of foreign issuers.

There are market risks inherent in any investment, and there is no assurance that the primary investment objective of the Fund will be realized and that any income will be earned. Moreover, the application of the Fund’s investment policies is basically dependent upon the Adviser’s judgment. You should realize that there are risks in any policy dependent upon judgment and that the Adviser does not make any representation that the objectives of the Fund will be achieved or that there may not be substantial losses in any particular investment.

At any time, the value of the Fund’s shares may be more or less than your cost of shares.

YOUR ACCOUNT

ELIGIBLE CLASS R1 AND R2 INVESTORS

Other classes of shares of the Fund may be offered through one or more separate prospectuses. Eligible Class R1 and Class R2 share investors are also eligible to purchase these other classes. However, plan participants may only purchase classes of shares that are available through their plan. Each class has different sales charges and expenses.

SHARE PRICE

Your order will be priced at the next NAV calculated after your order is received in good order by the Fund’s Transfer Agent or other authorized agent.

Foreign Securities

Most of the Fund’s portfolio securities are listed on foreign exchanges that may trade on days when the Fund does not calculate NAV. As a result, the Fund’s NAV may change on days when you will not be able to purchase or redeem shares. In addition, a foreign exchange may not value its listed securities at the same time that the Fund calculates NAV. Furthermore, foreign securities traded on foreign exchanges present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of trading of the foreign exchange but prior to the close of the New York Stock Exchange. Events affecting the values of portfolio securities that occur between the time a foreign exchange assigns a price to the portfolio securities and the time when the Fund calculates NAV generally will not be reflected in the Fund’s NAV. However, these events will be reflected in the Fund’s NAV when the Valuation Committee, under the supervision of the Board of Trustees of the Trust, determines that they would have a material effect on the Fund’s NAV.

Frequent Purchases and Redemptions

The Fund is intended for long-term investors. The Board of Trustees has adopted policies and procedures to restrict market-timing in the Fund. “Market-timing” refers to a pattern of frequent purchases and sales of the Fund’s shares, often with the intent of earning arbitrage profits, in excess of prescribed prospectus limits. Market-timing can harm other shareholders in various ways, including diluting the value of shareholders’ holdings, increasing the Fund’s transaction costs, disrupting portfolio management strategy, causing the Fund to incur unwanted taxable gains and causing the Fund to hold excess levels of cash. Short-term “market-timers” who engage in frequent purchases and redemptions can disrupt the Fund’s investment program and create additional transaction costs that are borne by all shareholders. The Fund reserves the right to reject purchase orders in whole or in part if, in the judgment of the Adviser or Quasar Distributors, LLC, the Fund’s distributor, such rejection is in the best interest of the Fund.

The Fund does not accommodate “market-timers.” The Fund discourages excessive, short-term trading and other abusive trading practices that may disrupt portfolio management strategies and harm fund performance. The Fund takes steps to reduce the frequency and effect of these activities in the Fund. These steps include the imposition of redemption fees as described below, monitoring trading activity and using fair value pricing, as determined by the Fund’s Board of Trustees, when the Adviser determines current market prices are not readily available. Although these efforts are designed to discourage abusive trading practices, these tools cannot eliminate the possibility that such activity will occur. Further, while the Fund makes efforts to identify and restrict frequent trading, the Fund receives purchase and sale orders through financial intermediaries and cannot always know or detect frequent trading that may be facilitated by the use of intermediaries or the use of group or omnibus accounts by those intermediaries. The Fund exercises its best judgment to use these tools in a manner it believes consistent with shareholder interests.

Trading Practices

The Fund monitors selected trades in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the Fund believes that a shareholder has engaged in excessive short-term trading, it may ask the shareholder to stop such activities or may refuse to process purchases or exchanges in the shareholder's accounts. In making such judgments, the Fund seeks to act in a manner that it believes is consistent with the best interests of shareholders. The Fund may consider trading done in multiple accounts under common ownership or control. The Fund seeks to apply these market timing procedures uniformly to all shareholders of the Fund.

Redemption Fee

The Fund charges a 2.00% redemption fee on the redemption or exchange of Fund shares held for less than seven days. This fee is imposed in order to help offset the transaction costs and administrative expenses associated with the activities of short-term “market timers” who engage in the frequent purchase and sale of Fund shares. The “first in, first out” (FIFO) method is used to determine the holding period; this means that if you bought shares on different days, the shares purchased first will be redeemed first for the purpose of determining whether the redemption fee applies. The redemption fee is deducted from your proceeds and is retained by the Fund for the benefit of its long-term shareholders.

The redemption fee will not be charged on transactions involving the following:

1.	redemption of shares purchased through reinvested dividends or distributions;

2.	redemptions made under scheduled or systematic plans, including automatic asset rebalancing;

4.	redemptions resulting from the death or disability of a retirement plan participant;

5.	redemption of shares through court mandate; and

6.	involuntary redemptions directed by the Fund, including redemptions for low balances or to pay certain fees.

Fair Value Pricing

The Board of Trustees has also developed procedures that call for utilization and monitoring of fair value procedures with respect to any assets for which reliable market quotations are not readily available or for which the Fund’s pricing service does not provide a valuation or provides a valuation that in the judgment of the Adviser does not represent fair value. The Fund may also price a security utilizing fair value if the Fund or the Adviser believes that the market price is stale. Other instances where fair value pricing might be required include, but are not limited to: (a) a 10% change in the price of an equity or fixed-income security; (b) a change in the price of an equity or fixed-income security which changes the net asset value per share of the Fund by $0.0089 or more; (c) a security being attributed a price which appears to the Adviser to be unreasonable; (d) a security not being priced, or (e) the occurrence of a significant event or circumstance that might necessitate fair value pricing—such as the occurrence of an event after a foreign exchange or market has closed, but before the Fund’s NAV calculation, affecting a security or securities in the Fund’s portfolio. Valuing securities at fair value involves greater reliance on judgment than valuing securities that have readily available, reliable, current market quotations. There can be no assurance that the Fund could 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 net asset value per share.

BUYING SHARES

Minimum Investments

There is no minimum investment required to purchase Class R1 and Class R2 shares.

Timing of Requests

The price per share will be the NAV next computed after the time your request is received in good order by the Fund’s Transfer Agent or other authorized agent. All requests received in good order before 4:00 p.m. (Eastern Time) on any business day will be executed on that same day. Requests received after 4:00 p.m. on a business day will be processed on the next business day. Plan administrators are responsible for transmitting the order to the Fund in a timely manner.

When making a purchase request, make sure your request is in good order. “Good order” means your purchase request includes:

§ The name of the Fund

§ The dollar amount of shares to be purchased

§ Completed purchase application or investment stub

§ Check payable to Cullen International High Dividend Fund

Methods of Buying

Through a broker/dealer organization	Plans and their participants can purchase shares of the Fund through any broker/dealer organization that has a sales agreement with the Fund’s distributor. The broker-dealer organization is responsible for sending your purchase order to the Fund. Please keep in mind that your broker/dealer may charge additional fees for its services.
By mail	To open an account, complete an account application form and send it together with your check to the address below. To make additional investments once you have opened your account, send your check together with the detachable form that is included with your Fund account statement or confirmation. You may also send a letter stating the amount of your investment with your name, the name of the Fund and your account number together with a check to the address below. Checks should be made payable to “Cullen International High Dividend Fund.” All purchases must be in U.S. dollars, drawn on a domestic financial institution. The Fund will not accept payment in cash or money orders. The Fund also does not accept cashier’s checks in amounts of less than $10,000. To prevent check fraud, the Fund will not accept third party checks, Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares. The Fund is unable to accept post dated checks, post dated on-line bill pay checks, or any conditional order or payment. If your check is returned for any reason, a $25 fee will be assessed against your account. In compliance with the USA PATRIOT Act of 2001, please note that the Transfer Agent will verify certain information from investors as part of the Fund’s anti-money laundering program. As requested on your account application, you should supply your full name, date of birth, social security number and permanent street address. Mailing addresses containing only a P.O. Box will not be accepted without providing a permanent street address on your application. Regular Mail Cullen International High Dividend Fund c/o U.S. Bancorp Fund Services, LLC P.O. Box 701 Milwaukee, Wisconsin 53201-0701 Overnight Mail Cullen International High Dividend Fund c/o U.S. Bancorp Fund Services, LLC 615 E. Michigan Street, Third Floor Milwaukee, Wisconsin 53202 NOTE: The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, when you deposit your account application form, additional purchase request, or redemption request in the mail or use other delivery services, or if your documents are simply in the Transfer Agent’s post office box that does not mean that the Fund’s Transfer Agent actually received those documents.
By telephone	To make additional investments by telephone, you must check the appropriate box on your account application form authorizing telephone purchases. If you have given authorization for telephone transactions and your account has been open for at least 15 days, you may call the Fund toll free at 1-877-485-8586 to move money, in amounts of $50 or more, from your bank account to your Fund account upon request. Only bank accounts held at U.S. institutions that are Automated Clearing House (“ACH”) members may be used for telephone transactions. If you place your order with the Fund prior to close of regular trading on the New York Stock Exchange (“NYSE”) shares will be purchased at that day’s closing price. For security reasons, requests by telephone will be recorded.

By wire

Initial Investment—By Wire

If you are making an initial investment in the Fund, before you wire funds, please contact the Transfer Agent by phone to make arrangements with a telephone service representative or submit your completed application via mail or overnight delivery. Upon receipt of your application, your account will be established and a service representative will contact you within 24 hours to provide an account number and wiring instructions. You may then contact your bank to initiate the wire using the instructions you were given.

For Subsequent Investments—By Wire

Before sending your wire, please contact the Transfer Agent to advise of your intent to wire funds. This will ensure prompt and accurate credit upon receipt of your wire.

To open an account or to make additional investments by wire, call toll-free 1-877-485-8586 to notify the Fund of the incoming wire using the wiring instructions below:

U.S. Bank N.A.

777 East Wisconsin Avenue

Milwaukee, WI 53202

ABA #: 075000022

Credit: U.S. Bancorp Fund Services, LLC

Account #: 112-952-137

Further Credit: Cullen International High Dividend Fund

(your name or the title on the account)

(your account #)

Through an automatic

investment

plan

Once your account has been opened, you may purchase shares of the Fund through an AIP. You can have money automatically transferred from your checking or savings account on a monthly or quarterly basis. To be eligible for this plan, your bank must be a U.S. institution that is an ACH member. The Fund may modify or terminate the AIP at any time. To begin participating in the Plan, you should complete the Automatic Investment Plan section on your account application or call the Fund’s Transfer Agent a 1-877-485-8586. The first AIP purchase will take place no earlier than 15 days after the Fund’s Transfer Agent has received your request. If your payment is rejected by your bank, the Transfer Agent will charge a $25 fee to your account. Any request to change or terminate an Automatic Investment Plan should be submitted to the Transfer Agent five days prior to effective date.

Shares of the Fund have not been registered for sale outside of the United States. The Cullen International High Dividend Fund generally does not sell shares to investors residing outside of the United States, even if they are United States citizens or lawful permanent residents, except to investors with United States military APO or FPO addresses.

SELLING SHARES

Methods of Selling

Through a broker/dealer organization	If you purchased your shares through a broker/dealer or other financial organization, your redemption order must be placed through the same organization. The organization is responsible for sending your redemption order to the Fund on a timely basis. Please keep in mind that your broker/dealer may charge additional fees for its services.
By mail	Send your written redemption request to the address below. Your request should contain the Fund’s name, your account number and the dollar amount or the number of shares to be redeemed. Be sure to have all shareholders sign the letter as their names appear on the account. Additional documents are required for certain types of shareholders, such as corporations, partnerships, executors, trustees, administrators, or guardians (i.e., corporate resolutions or trust documents indicating proper authorization). Regular Mail Cullen International High Dividend Fund c/o U.S. Bancorp Fund Services, LLC P.O. Box 701 Milwaukee, Wisconsin 53201-0701 Overnight Delivery Cullen International High Dividend Fund c/o U.S. Bancorp Fund Services, LLC 615 E. Michigan Street, Third Floor Milwaukee, Wisconsin 53202 The Fund’s Transfer Agent may require a signature guarantee for certain redemption requests, such as redemption requests from IRA accounts, or redemption requests made payable to a person or an address not on record with the Fund.
By telephone	If you are authorized to perform telephone transactions (either through your account application form or by subsequent arrangement in writing with the Fund) you may redeem as little as $500 and as much as $100,000 by calling toll free 1-877-485-8586. Proceeds of a telephone redemption may be sent by check to your address of record, proceeds may be wired to your bank account designated on your account, or funds may be sent via electronic funds transfer through the Automated Clearing House (“ACH”) network to a predetermined bank account. If proceeds are wired, your bank may charge a fee to receive wired funds and the Transfer Agent charges a $15 outgoing wire fee. Although there is no charge for proceeds to be sent through the ACH network, most transfers are completed within two business days. A signature guarantee may be required of all shareholders to change or add telephone redemption privileges. For security reasons, requests by telephone will be recorded. No telephone redemptions may be made within 15 days of any address change.
Through a systematic withdrawal plan	If you own shares with a value of $10,000 or more, you may participate in the systematic withdrawal plan. Under the plan, you may choose to receive a specified dollar amount, generated from the redemption of shares in your account, on a monthly, quarterly or annual basis. If you elect this method of redemption, the Fund will send a check to your address of record, or will send the payment via electronic funds transfer through the ACH network, directly to your bank account. For payment through the ACH network, your bank must be an ACH member and your bank account information must be maintained on your Fund account. This program may be terminated at any time by the Fund. You may also elect to terminate your participation in this plan at any time by contacting the Transfer Agent at least 5 days in advance of the next withdrawal. If you expect to purchase additional shares of the Fund, it may not be to your advantage to participate in the systematic withdrawal plan because of the possible adverse tax consequences of making contemporaneous purchases and redemptions

Signature Guarantees

A signature guarantee of each owner is required to redeem shares in the following situations:

·	If ownership is changed on your account;

·	When redemption proceeds are sent to any person, address or bank not on record;

·	Written requests to wire redemption proceeds (if not previously authorized on the account);

·	When establishing or modifying certain services on an account;

·	If a change of address request was received by the Transfer Agent within the last 15 days;

·	For all redemptions in excess of $100,000 from any shareholder account.

In addition to the situations described above, the Fund and/or the Transfer Agent reserve the right to require a signature guarantee in other instances based on the circumstances relative to the particular situation.

The Fund’s Transfer Agent reserves the right to reject any signature guarantee.

When Redemption Proceeds Are Sent to You

Your shares will be redeemed at the NAV next determined after the Fund’s Transfer Agent receives your redemption request or it is received from an authorized agent in good order. Your redemption request cannot be processed on days the NYSE is closed.

All requests received in good order by the Fund’s Transfer Agent before the close of the regular trading session of the NYSE (usually 4:00 p.m. Eastern time) will normally be wired to the bank you indicate, mailed to the address of record or sent to a predetermined bank account via the Automated Clearing House (ACH) network on the following business day. Except in extreme circumstances, proceeds will be sent within 7 calendar days after the Fund receives your redemption request.

When making a redemption request, make sure your request is in good order. “Good order” means your redemption request includes:

§ the name of the Fund

§ the dollar amount or the number of shares to be redeemed

§ signatures of all registered shareholders exactly as the shares are registered, with signatures guaranteed, if applicable

§ the account number

If the Fund determines that it would be detrimental to the best interests of the remaining shareholders of the Fund to make payment wholly or partly in cash, the Fund may pay the redemption price in whole or in part by a distribution in kind of readily marketable securities held by the Fund in lieu of cash in conformity with applicable rules of the SEC.

Investors may incur brokerage charges on the sale of such securities received in payment of redemptions.

ADDITIONAL POLICIES

Information for Plan Participants

Exchanges

Before you request an exchange, consider each Fund’s investment objective and policies as described in the Fund’s prospectus. Other Cullen funds may not be available in certain retirement plans.

Telephone Transactions

Investing Through a Third Party

Information for IRA Rollover Accounts

DISTRIBUTIONS AND TAXES

The Fund will distribute substantially all of its net investment income quarterly and any net capital gain that it has realized will be distributed at least annually. Distributions will automatically be reinvested in additional shares of the Fund, unless you elect to have the distributions paid to you in cash. If you choose to have distribution checks mailed to you and either the U.S. Postal Service is unable to deliver the check to you or the check remains outstanding for at least 6 months, the Fund reserves the right to reinvest the check at the then current NAV until you notify the Fund with different instructions. You will pay tax on dividends from the Fund whether you receive them in cash or additional shares.

You may also have to pay taxes when you sell, redeem or exchange your shares. An exchange from one Fund to another is treated as an ordinary sale and purchase for federal income tax purposes and you will realize a capital gain or loss. Any loss recognized on the sale of a share held for six months or less is treated as long-term capital loss to the extent of any capital gain dividends paid with respect to such share.

Dividends and interest received by the Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. You may be able to claim a credit or take a deduction for foreign taxes paid by the Fund if certain requirements are met.

SHAREHOLDER REPORTS AND CONFIRMATIONS

RESERVED RIGHTS

The Fund reserves the right to:

·	Refuse, change, discontinue, or temporarily suspend account services, including purchase or telephone redemption privileges, for any reason. (Shareholders will be notified of any such action to the extent material via written notice).

·	Reject any purchase request for any reason. Generally, the Fund does this if the purchase is disruptive to the efficient management of the Fund (e.g., due to the timing of the investment).

·	Change the minimum or maximum investment amounts.

·	Delay sending out redemption proceeds for up to seven days (this generally only applies to very large redemptions without notice or during unusual market conditions).

·	Suspend redemptions or postpone payments when the NYSE is closed for any reason other than its usual weekend or holiday closings, when trading is restricted by the SEC, or under emergency circumstances as determined by the SEC in accordance with the provisions of the Investment Company Act of 1940.

·	Reject any purchase or redemption request that does not contain all required documentation.

FINANCIAL HIGHLIGHTS

Information is not provided for Class R1 and R2 shares offered in this Prospectus because the public offering of these shares had not commenced as of the date of this Prospectus.

INVESTMENT ADVISER

Cullen Capital Management LLC

New York, New York

DISTRIBUTOR

Quasar Distributors, LLC

Milwaukee, Wisconsin

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

LEGAL COUNSEL

Sidley Austin LLP

Chicago, Illinois

ADMINISTRATOR, TRANSFER AGENT,

AND FUND ACCOUNTANT

U.S. Bancorp Fund Services, LLC

Milwaukee, Wisconsin

CUSTODIAN

Bank of New York

New York, New York

PRIVACY NOTICE

The Fund collects non-public information about you from the following sources:

● Information we receive about you on applications or other forms;

● Information you give us orally; and

● Information about your transactions with us or others.

*THE PRIVACY NOTICE IS NOT A PART OF THE PROSPECTUS

FOR MORE INFORMATION

You can find more information about the Fund in the following documents:

Statement of Additional Information (SAI)

Annual and Semi-Annual Reports

Additional information about the Fund’s investments is available in the Fund’s annual and semi annual reports to shareholders. The Fund’s annual and semi-annual reports provide the most recent financial reports as well as portfolio listings. The annual report contains a discussion of the market conditions and investment strategies that affected the Fund’s performance during the Fund’s last fiscal year.

You can obtain a free copy of these documents, request other information or make shareholder inquiries about the Fund by calling the Fund toll free at 1-877-485-8586, visiting the Fund’s website at www.cullenfunds.com or by writing to:

Cullen International High Dividend Fund

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, WI 53201-0701

Public Reference Section

Securities and Exchange Commission

Washington, D.C. 20549-0213

publicinfo@sec.gov

(202) 551-8090

Reports and other information about the Fund are also available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov .

1940 Act File No. 811-9871

CULLEN HIGH DIVIDEND EQUITY FUND

CULLEN INTERNATIONAL HIGH DIVIDEND FUND

Each, a series of Cullen Funds Trust

STATEMENT OF ADDITIONAL INFORMATION

Class R1 and Class R2

April 21, 2009

This Statement of Additional Information (the “SAI”) is not a prospectus. You may obtain a copy of the prospectus for the Class R1 shares and Class R2 shares dated April 21, 2009, of Cullen High Dividend Equity Fund or Cullen International High Dividend Fund (the “Funds”), as applicable, each a series of the Cullen Funds Trust (the “Trust”), without charge by calling the Funds toll-free at 1-877-485-8586 or by writing the Funds at the address set forth below. This SAI contains information in addition to and more detailed than that set forth in the applicable Prospectus. You should read this SAI together with the applicable Prospectus and retain it for future reference.

The audited financial statements for the Funds for the fiscal year ended June 30, 2008 are incorporated herein by reference to the Trust’s June 30, 2008 Annual Report and available by request without charge by calling toll-free 1-877-485-8586.

Regular Mail	Overnight or Express Mail
Cullen High Dividend Equity Fund or Cullen International High Dividend Fund c/o U.S. Bancorp Fund Services, LLC P.O. Box 701 Milwaukee, WI 53201-0701	Cullen High Dividend Equity Fund or Cullen International High Dividend Fund c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street, 3 rd Floor Milwaukee, WI 53202

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TABLE OF CONTENTS

		Page

The Trust		3
Description of the Funds and their Investment Objectives, Policies and Risks		3
Investment Restrictions		8
Management of the Funds		10
Control Persons and Principal Holders of Shares		16
Investment Advisory and Other Services		17
Distributor		22
Distribution Plan		23
Brokerage		24
Capital Structure		25
Determination of Net Asset Value		26
Purchase and Redemption of Shares		26
Proxy Voting Policies and Procedures		28
Portfolio Holdings Information		28
Additional Information on Distributions and Taxes		30
Calculation of Performance Data		33
Shareholder Reports		35
Service Providers		35
Additional Information		36
Financial Statements		36
Appendix A		37

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The Trust

The Trust is an open-end management investment company created as a Delaware business trust (now called a Delaware statutory trust) on March 25, 2000 and registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Trust currently offers two diversified portfolios to investors: the Cullen High Dividend Equity Fund and the Cullen International High Dividend Fund. Subject to class level expense differences, an investor by investing in one of the Funds offered becomes entitled to a pro rata share of all dividends and distributions arising from the net income and capital gains on the investments of that Fund. Likewise, an investor shares pro rata in any losses of that Fund.

Each Fund is diversified. Under applicable federal laws, the diversification of a mutual fund’s holdings is measured at the time the fund purchases a security. However, if a fund purchases a security and holds it for a period of time, the security may become a larger percentage of the fund’s total assets due to movements in the financial markets. If the market affects several securities held by a fund, the fund may have a greater percentage of its assets invested in securities of fewer issuers. At that point, the fund is subject to the risk that its performance may be hurt disproportionately by the poor performance of relatively few securities despite the fund qualifying as a diversified fund under applicable federal laws.

The Trust, on behalf of the Funds, has adopted a Multiple Class Plan pursuant to Rule 18f-3 under the Investment Company Act, which details the attributes of each class of the Funds’ shares. Currently, each Fund is authorized to issue five classes of shares: Retail Class, Class C, Class I, Class R1 and Class R2.

Description of the Funds and their Investment Objectives, Policies and Risks

For additional information on the Funds, their investment objectives, policies and risks, see also “What are the Fund’s Goals?”, “What are the Fund’s Principal Investment Strategies?” and “Additional Information on Investment Policies and Risks” in the applicable Prospectus and “Investment Restrictions” below.

Investment Objectives

The investment objectives of the Cullen High Dividend Equity Fund are long-term capital appreciation and current income. The investment objectives of the Cullen International High Dividend Fund are current income and long-term capital appreciation. Each Fund selects Portfolio securities primarily with a view to achieve its objectives. Each Fund’s objectives are fundamental policies of the Fund and may not be changed without shareholder approval as described below in “Investment Restrictions.” There is no assurance that either Fund will achieve its objectives.

Portfolio Turnover

Each Fund expects to purchase and sell securities at such times as each deems to be in the best interest of its shareholders. Neither Fund has placed any limit on its rate of portfolio turnover, and securities may be sold without regard to the time they have been held when, in the opinion of the Funds’ investment adviser, investment considerations warrant such action.

The turnover rate for each Fund for the past two fiscal years was as follows :

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Portfolio Turnover	Fiscal Year Ended June 30, 2008	Fiscal Year Ended June 30 , 2007
Cullen High Dividend Equity Fund	30.55%	31.05%
Cullen International High Dividend Fund	169.25%	101.87%

Trading commissions expense for the fiscal year ended June 30, 2008 as a percentage of average net assets was 0.07% and 0.62% for the High Dividend Equity Fund and International High Dividend Fund, respectively.

The International High Dividend Fund experienced an increase of 67.38% in portfolio turnover rate from the fiscal year ended June 30, 2007 to the fiscal year ended June 30, 2008. This increase is a result of the investment adviser’s belief that additional country and sector diversification is necessary to manage the volatility typically associated with the international markets in which the Fund invests.

Convertible Securities

Each Fund may invest in convertible securities. Convertible securities are bonds, debentures, notes, preferred stocks, or other securities that may be converted into or exchanged for a specified amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest normally paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics in that they generally (1) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (2) are less subject to fluctuation in value than the underlying stock since they have fixed income characteristics, and (3) provide the potential for capital appreciation if the market price of the underlying common stock increases.

The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. Generally, the conversion value decreases as the convertible security approaches maturity. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value.

Foreign Securities and Currencies

Each Fund may invest in foreign securities, although to different degrees. Foreign investments involve special risks, including:

§	expropriation, confiscatory taxation, and withholding taxes on dividends and interest;

§	less extensive regulation of foreign brokers, securities markets, and issuers;

§	less publicly available information and different accounting standards;

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costs incurred in conversions between currencies, possible delays in settlement in foreign securities markets, limitations on the use or transfer of assets (including suspension of the ability to transfer currency from a given country), and difficulty of enforcing obligations in other countries; and

§	diplomatic developments and political or social instability.

Foreign economies may differ favorably or unfavorably from the U.S. economy in various respects, including growth of gross domestic product, rates of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance-of-payments positions. Many foreign securities may be less liquid and their prices more volatile than comparable U.S. securities. From time to time foreign securities may be difficult to liquidate rapidly without adverse price effects. Certain costs attributable to foreign investing, such as custody charges and brokerage costs, may be higher than those attributable to domestic investing.

The risks of foreign investments are generally intensified for investments in developing countries. Risks of investing in such markets include:

§	less social, political and economic stability;

§	smaller securities markets and less trading volume, which may result in a lack of liquidity and greater price volatility;

certain national policies that may restrict each Fund’s investment opportunities, including restrictions on investments in issuers or industries deemed sensitive to national interests, or expropriation or confiscation of assets or property, which could result in the Fund’s loss of its entire investment in that market; and

§	less developed legal structures governing private or foreign investment or allowing for judicial redress for injury to private property.

In addition, brokerage commissions, custodial services, withholding taxes, and other costs relating to investments in emerging markets generally are more expensive than in the U.S. and certain more established foreign markets. Economies in emerging markets generally are heavily dependent upon international trade and, accordingly, have been and may continue to be more affected adversely by trade barriers, exchange controls, managed adjustments in relative currency values, and other protectionist measures negotiated or imposed by the countries with which they trade.

Because most foreign securities are denominated in non-U.S. currencies, the investment performance of each Fund could be affected by changes in foreign currency exchange rates. The value of each Fund’s assets denominated in foreign currencies will increase or decrease in response to fluctuations in the value of those foreign currencies relative to the U.S. dollar. Currency exchange rates can be volatile at times in response to supply and demand in the currency exchange markets, international balances of payments, governmental intervention, speculation, and other political and economic conditions.

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American Depository Receipts

Each Fund may invest in ADRs. ADRs are depository receipts for foreign securities denominated in U.S. dollars and traded on U.S. securities markets. These securities may not necessarily be denominated in the same currency as the securities for which they may be exchanged. These are certificates evidencing ownership of shares of a foreign-based issuer held in trust by a bank or similar financial institutions. Designed for use in U.S. securities markets, ADRs are alternatives to the purchase of the underlying securities in their national market and currencies. ADRs may be purchased through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depository, whereas a depository may establish an unsponsored facility without participation by the issuer of the depository security. Holders of unsponsored depository receipts generally bear all the costs of such facilities and the depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts.

Medium-Capitalization Companies

Each Fund may invest in medium-capitalization companies, which are companies with a typical capitalization range of $2.2 billion to $10.9 billion. While medium-capitalization companies often have the potential for growth, investments in medium-capitalization companies often involve greater risks than investments in large, more established companies. Medium-capitalization companies may lack the management experience, financial resources, product diversification, and competitive strengths of large companies. In addition, in certain instances the securities of medium-capitalization companies are traded only over-the-counter (“OTC”) or on a regional securities exchange, and the frequency and volume of their trading may be substantially less than is typical of larger companies. (The OTC market is the security exchange system in which broker/dealers negotiate directly with one another rather than through the facilities of a securities exchange). Therefore, the securities of medium-capitalization companies may be subject to greater and more abrupt price fluctuations. When making large sales, a Fund may have to sell portfolio holdings at discounts from quoted prices or may have to make a series of small sales over an extended period of time due to the trading volume of medium-capitalization company securities. Investors should be aware that, based on the foregoing factors, an investment in either Fund may be subject to greater price fluctuations than an investment in a mutual fund that invests primarily in the largest, most established companies. The investment adviser’s research efforts may also play a greater role in selecting securities for a Fund than in a mutual fund that invests exclusively in larger, more established companies.

Options

The Cullen High Dividend Equity Fund may, for hedging purposes and in order to generate additional income, write call options on a covered basis. Premiums received on the sale of such options are expected to enhance the income of the Fund.

The purchaser of a call option has the right to buy, and the writer (in this case, the Cullen High Dividend Equity Fund) of a call option has the obligation to sell, an underlying security at a specified exercise price during a specified option period. The advantage to the Fund of writing covered calls is that the Fund receives a premium for writing the call, which is additional income. However, if the security rises in value and the call is exercised, the Fund may not participate fully in the market appreciation of the security. During the option period, a covered call option writer may be assigned an exercise notice by the broker/dealer through whom such call option was sold, requiring the writer to deliver the underlying security against payment of the exercise price.

This obligation to sell is terminated upon the expiration of the option period or, provided the writer has not received an exercise notice, at such earlier time at which the writer effects a closing purchase transaction.

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A closing purchase transaction is one in which the Cullen High Dividend Equity Fund, when obligated as a writer of an option, terminates its obligation by purchasing an option of the same series as the option previously written. A closing purchase transaction cannot be effected with respect to an option once the Fund has received an exercise notice for such option. Closing purchase transactions will ordinarily be effected to realize a profit on an outstanding call option, to prevent an underlying security from being called, to permit the sale of the underlying security or to enable the Fund to write another call option on the underlying security with either a different exercise price or different expiration date or both. The Fund may realize a net gain or loss from a closing purchase transaction depending upon whether the net amount of the original premium received on the call option is more or less than the cost of effecting the closing purchase transaction. Any loss incurred in a closing purchase transaction may be partially or entirely offset by the premium received from a sale of a different call option on the same underlying security. Such a loss may also be wholly or partially offset by unrealized appreciation in the market value of the underlying security. Conversely, a gain resulting from a closing purchase transaction could be offset in whole or in part by a decline in the market value of the underlying security.

If a call option expires unexercised, the Cullen High Dividend Equity Fund will realize a short-term capital gain in the amount of the premium on the option, less the commission paid. Such a gain, however, may be offset by depreciation in the market value of the underlying security during the option period. If a call option is exercised, the Fund will realize a gain or loss from the sale of the underlying security equal to the difference between (a) the cost of the underlying security and (b) the proceeds of the sale of the security, plus the amount of the premium on the option, less the commission paid.

The market value of a call option generally reflects the market price of the underlying security. Other principal factors affecting market value include supply and demand, interest rates, the price volatility of the underlying security and the time remaining until the expiration date.

The Cullen High Dividend Equity Fund will write call options only on a covered basis, which means that the Fund will own the underlying security subject to a call option at all times during the option period. Unless a closing purchase transaction is effected, the Fund would be required to continue to hold a security which it might otherwise wish to sell, or deliver a security it would want to hold. Options written by the Fund will normally have expiration dates between one and nine months from the date written. The exercise price of a call option may be below, equal to or above the current market value of the underlying security at the time the option is written.

Warrants

Each Fund may acquire warrants. Warrants are securities giving the holder the right, but not the obligation, to buy the stock of an issuer at a given price (generally higher than the value of the stock at the time of issuance) during a specified period or perpetually. Warrants may be acquired separately or in connection with the acquisition of securities. Warrants do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants may be considered to have more speculative characteristics than certain other types of investments. In addition, the value of a warrant does not necessarily change with the value of the underlying securities, and a warrant ceases to have value if it is not exercised prior to its expiration date.

Cash Investments

Cash or cash equivalents in which each Fund may invest when the investment adviser is unable to identify attractive equity investments include short-term money market securities such as U.S. Treasury bills, prime-rated commercial paper, certificates of deposit, variable rate demand notes, and repurchase agreements. Variable rate demand notes are non-negotiable instruments. The instruments the Funds invest in are generally rated at least Al by Standard & Poor’s Ratings Services, or determined to be of comparable quality by the Adviser. However, the Funds may be susceptible to credit risk with respect to these notes to the extent that the issuer defaults on its payment obligation.

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Repurchase Agreements

Each Fund may enter into repurchase agreements with banks or non-bank dealers. In a repurchase agreement, the Fund buys a security at one price, and at the time of sale, the seller agrees to repurchase the obligation at a mutually agreed upon time and price (within seven days). The repurchase agreement thereby determines the yield during the purchaser’s holding period, while the seller’s obligation to repurchase is secured by the value of the underlying security. In the event of a bankruptcy or other default of the seller, a Fund could experience both delays in liquidating the underlying securities and losses, including: (a) possible decline in the value of the underlying security during the period while the Fund seeks to enforce its rights; (b) possible subnormal levels of income or proceeds and lack of access to income and proceeds during this period; and (c) expenses of enforcing its rights.

Illiquid Securities

Each Fund is permitted to purchase securities which, based upon their nature or the market for such securities, are illiquid or for which no readily available market exists; provided that such purchases are in accordance with SEC guidance governing the percentage of illiquid securities which may be owned by the Fund. These guidelines generally prohibit mutual funds like the Funds from holding or purchasing illiquid securities totaling more than 15% of the value of their net assets. While each Fund does not intend to purchase illiquid securities to any significant extent, it is possible that a readily available market that was available for a security at the time of purchase may not be available at the time the Fund seeks to sell such security. In these cases, the Fund may have to lower the price, sell other portfolio securities instead or forego an investment opportunity, any of which could have a negative impact on Fund management or performance. Because illiquid securities may be difficult to sell at an acceptable price, they may be subject to greater volatility and may result in a loss to the Fund.

Although no definite quality criteria are necessarily used, the following factors will be considered in determining whether a security is illiquid: (i) the nature of the market for a security (including the institutional, private or international resale market), (ii) the terms of the security or other instruments allowing for the disposition to a third party or the issuer thereof (e.g., certain repurchase obligations and demand instruments), (iii) the availability of market quotations (e.g., for securities quoted in the PORTAL system), and (iv) other permissible relevant factors. Because an active market may not exist for illiquid securities, a Fund may experience delays and additional cost when trying to sell illiquid securities.

Investment Restrictions

Fundamental Restrictions

The policies set forth below are fundamental policies of each Fund and may not be changed without approval of the holders of the lesser of: (i) 67% of such Fund’s shares present or represented at a shareholders meeting at which the holders of more than 50% of such shares are present or represented, or (ii) more than 50% of outstanding shares of the Fund. Neither Fund may:

1.	Purchase any securities which would cause 25% or more of the Fund’s total assets at the time of such purchase to be concentrated in the securities of issuers engaged in any one industry;

2.	Invest in companies for the purpose of exercising management or control;

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3.	Purchase or sell real estate, although both Funds may invest in the readily marketable securities of companies whose business involves the purchase or sale of real estate;

4.	Purchase or sell commodities or commodities contracts;

5.	Purchase the securities of any investment company, except (i) in the open market where no profit to a sponsor or dealer other than customary brokerage commissions results from such purchases or (ii) if acquired in connection with a plan of reorganization;

6.	Purchase securities on margin;

7.	Effect short sales of any securities;

8.	Make loans, except by the acquisition of a portion of an issue of publicly traded bonds, debentures, notes, and other debt securities;

9.	Borrow money, except for temporary emergency purposes in amounts not in excess of 5% of the Fund’s total assets;

10.	Mortgage, pledge or hypothecate securities to an extent greater than 10% of the value of the Fund’s net assets;

11.	Enter into repurchase agreements with maturities of more than seven days; and

12.	Act as an underwriter of securities except insofar as the Fund might technically be deemed an underwriter for purposes of the Securities Act of 1933 upon the disposition of certain securities.

The Cullen High Dividend Equity Fund may not:

1.	Purchase any securities which would cause more than 5% of the Fund’s total assets at the time of such purchase to be invested in the securities of any issuer. This limitation does not apply to obligations issued or guaranteed by the U.S. Government.

The Cullen International High Dividend Fund may not:

With respect to 75% of its assets, purchase any securities which would cause the Fund to invest in more than 10% of the outstanding voting securities of any one issuer or more than 5% of the Fund’s total assets at the time of such purchase to be invested in the securities of any issuer, but this limitation does not apply to obligations issued or guaranteed by the U.S. Government.

Non-Fundamental Restrictions

Additional investment restrictions adopted by each Fund, which may be changed by the Board of Trustees without a vote of the shareholders, provide that such Funds may not:

1.	Purchase securities of other investment companies, except on the open market where no commission or profit results other than the broker’s commission, or as part of a plan of merger, consolidation or reorganization approved by the shareholders of such Fund.

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2.	Acquire or retain any security issued by a company, an officer or director of which is an officer or Independent Trustee (as defined below) of the Trust or an officer, director, member or other affiliated person of the Funds’ investment adviser.

3.	Loan portfolio securities except where collateral values are continuously maintained at no less than 100% by “marking to market” daily and the practice is fair, just and equitable as determined by the Board and SEC requirements.

4.	Make any change in such Fund’s investment policies of investing at least 80% of its net assets in the investments suggested by such Fund’s name without first providing such Fund’s shareholders with at least 60 days written prior notice.

The Cullen High Dividend Equity Fund may not:

Invest in the securities of a foreign issuer or depository receipts for such securities, if at the time of acquisition more than 30% of the value of the Fund’s assets would be invested in such securities. (The Fund is permitted to invest up to 30% of its assets in securities of foreign issuers or depository receipts therefore which are traded in a U.S. market or available through a U.S. broker or dealer, regardless of whether such securities or depository receipts are traded in U.S. dollars).

Except with respect to borrowing and illiquid securities, if a percentage restriction set forth in the prospectus or in this SAI is adhered to at the time of investment, a subsequent increase or decrease in a percentage resulting from a change in the values of assets will not constitute a violation of that restriction.

Management of the Funds

The Board of Trustees of the Trust consists of five individuals, three of whom are not “interested persons” of the Trust as defined in the Investment Company Act (“Independent Trustees”). The Board of Trustees is responsible for managing the Trust’s business and affairs. The Board of Trustees has appointed the Trust’s officers, who conduct the daily business of the Trust.

The Trust has no proprietary or exclusive rights in the name “Cullen” or any logo or service mark furnished by the Adviser and may use such names and such logos or service marks only so long as the Advisory Agreement with the Adviser remains in effect and the Adviser has the right to use such names.

Set forth below is information about the trustees and officers of the Trust. Trustees deemed to be “interested persons” of the Trust for purposes of the Investment Company Act are indicated by an asterisk (*). The Trustees can be reached in care of the Funds’ investment adviser at the address shown below.

B-10

Name, Address and Age	Position(s) Held with Trust	Term of Office and Length of Time Served**	Principal Occupation(s) During Past 5 Years	No. of Funds in Complex Overseen	Other Directorships held by Trustees
Interested Trustees
James P. Cullen* † Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1938	Trustee and President	Since 2000	President, Controlling Member and Portfolio Manager, Cullen Capital Management LLC, since May 2000; President, Schafer Cullen Capital Management, Inc., a registered investment adviser, from December 1982 to present.	2	None

Dr. Curtis J. Flanagan* c/o Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1921	Trustee	Since 2000	Private investor, 1998 to present; Chairman, South Florida Pathologists Group, prior thereto.	2	None

Independent Trustees
Matthew J. Dodds c/o Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1941	Independent Trustee	Since 2000	Private investor, 1999 to present; Vice President – Research, Schafer Cullen Capital Management, Inc., from 1995 to 1999.	2	None

B-11

Name, Address and Age

Position(s)

Held with

Trust

Term of

Office and

Length of

Time

Served**

Principal

Occupation(s)

During Past 5 Years

No. of

Funds in

Complex

Overseen

Other

Directorships

held by

Trustees

Robert J. Garry c/o Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1945	Independent Trustee	Since 2000	Executive Vice President/ Chief Financial Officer, New York City Off-Track Betting Corporation, since November 2007; Corporate Controller, Yonkers Racing Corporation, 2001 to September 2007; Chief Operations Officer, The Tennis Network Inc., March 2000 to 2001; Senior Vice President and Chief Financial Officer, National Thoroughbred Racing Association, 1998 to 2000; Director of Finance and Chief Financial Officer, United States Tennis Association, prior thereto.	2	None

Stephen G. Fredericks c/o Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1942	Independent Trustee	Since 2002	Institutional Trader, Raymond James & Associates, February 2002 to present; Institutional Trader, ABN AMRO Inc, January 1995 to May 2001.	2	None

B-12

Name, Address and Age

Position(s)

Held with

Trust

Term of

Office and

Length of

Time

Served**

Principal

Occupation(s)

During Past 5 Years

No. of

Funds in

Complex

Overseen

Other

Directorships

held by

Trustees

Officers
James P. Cullen † Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1938	Trustee and President	Since 2000	President, controlling Member and Portfolio Manager, Cullen Capital Management LLC, since May 2000; President, Schafer Cullen Capital Management, Inc., from December 1982 to present.	2	None

John C. Gould Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022	Executive Vice President	Since 2000	Executive Vice President and Portfolio Manager, Cullen Capital Management LLC, May 2000 to present; Assistant Portfolio Manager, Schafer Cullen Capital Management, Inc., from 1989 to present.	N/A	N/A

Brooks H. Cullen † Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1967	Vice President	Since 2000	Vice President and Analyst, Cullen Capital Management LLC, since May 2000; Analyst, Schafer Cullen Capital Management, Inc., from 1996 to present.	N/A	N/A

B-13

Name, Address and Age

Position(s)

Held with

Trust

Term of

Office and

Length of

Time

Served**

Principal

Occupation(s)

During Past 5 Years

No. of

Funds in

Complex

Overseen

Other

Directorships

held by

Trustees

Rahul D. Sharma Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1970	Secretary	Since 2000	Secretary, Cullen Capital Management LLC, since May 2000; Assistant Portfolio Manager, Cullen Capital Management LLC, 2007 to present; Vice President, Schafer Cullen Capital Management, Inc., 1998 to present.	N/A	N/A

Steven M. Mullooly Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1964	Chief Compliance Officer	Since 2006	Chief Compliance Officer, Cullen Capital Management LLC since August 2006; Chief Compliance Officer, Ladenburg Thalmann & Co., Inc., Ladenburg Thalmann Asset Management, and Ladenburg Thalmann Europe from November 2004 to June 2006; Vice President –Compliance, Donaldson Lufkin and Jenrette and Co., from July 2000 to June 2004.	N/A	N/A

B-14

Name, Address and Age

Position(s)

Held with

Trust

Term of

Office and

Length of

Time

Served**

Principal

Occupation(s)

During Past 5 Years

No. of

Funds in

Complex

Overseen

Other

Directorships

held by

Trustees

Jeffrey T. Battaglia

Cullen Capital Management LLC

645 Fifth Avenue

New York, NY 10022

Born: 1978

Treasurer

Since 2007

Chief Financial Officer, Cullen Capital Management LLC, since February 2007; Manager, KPMG LLP, from September 2001 to February 2007; Certified Public Accountant, Washington State

N/A

_______________

* This trustee is an “interested person” of the Trust (as defined in the Investment Company Act).

**Positions are held indefinitely until resignation or termination.

† James P. Cullen and Brooks H. Cullen are father and son, respectively.

Board Committees

The Board has three standing committees as described below:

Audit Committee
Members	Description	Meetings
Matthew J. Dodds, Independent Trustee Robert J. Garry, Independent Trustee Stephen G. Fredericks, Independent Trustee	Responsible for advising the full Board with respect to accounting, auditing and financial matters affecting the Trust.	The Audit Committee met two times during the past fiscal year.

Nominating Committee
Members	Description	Meetings
Matthew J. Dodds, Independent Trustee Robert J. Garry, Independent Trustee Stephen G. Fredericks, Independent Trustee	Responsible for seeking and reviewing candidates for consideration as nominees for Trustees as is considered necessary from time to time. The Funds do not have any policies in place regarding nominees for trustees recommended by shareholders. The Board will not accept shareholder nominees for Board membership.	The Nominating Committee did not meet during the past fiscal year.

Valuation Committee
Members	Description	Meetings
James P. Cullen, President and Trustee John C. Gould, Executive Vice President	Responsible for (1) monitoring the valuation of Funds’ securities and other investments; and (2) as required by each series of the Trust’s valuation policies, when the full Board is not in session, determining the fair value of illiquid and other holdings after consideration of all relevant factors, which determinations shall be reported to the full Board.	The Valuation Committee did not meet during the past fiscal year with respect to the Funds.

The following compensation table provides certain information about the trustees’ fees for the Trust’s fiscal year ended June 30, 2008.

B-15

Name and Position	Aggregate Compensation From Cullen High Dividend Equity Fund	Aggregate Compensation from Cullen International High Dividend Fund	Pension or Retirement Benefits Accrued as Part of Company Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation from Funds and Fund Complex Paid to Trustees
Matthew J. Dodds, (1) Independent Trustee	$0	$0	$0	$0	$0

Robert J. Garry, Independent Trustee	$12,000	$12,000	$0	$0	$24,000

Stephen G. Fredericks, Independent Trustee	$12,000	$12,000	$0	$0	$24,000

James P. Cullen, Interested Trustee	$0	$0	$0	$0	$0

Curtis J. Flanagan, Interested Trustee	$0	$0	$0	$0	$0

_________________

(1) At the request of this Independent Trustee, Matthew Dodds does not receive any compensation from the Funds.

Each Independent Trustee of the Trust is paid a trustee’s fee of $3,000 per fund for each meeting attended and is reimbursed for the expenses of attendance at such meetings. Neither the Trust nor the Funds pay any fees to the trustees who are considered “interested persons” of the Trust or the Funds or the Funds’ investment adviser, as defined in the Investment Company Act. Neither the Trust nor the Funds maintain any deferred compensation, pension or retirement plans, and no pension or retirement benefits are accrued as part of Trust or Fund expenses.

Control Persons and Principal Holders of Shares

Control persons are persons deemed to control the applicable Fund because they own beneficially over 25% of the outstanding equity securities. Shareholders with a controlling interest could affect the outcome of proxy voting or the direction of management of the applicable Fund. Principal holders are persons that own beneficially 5% or more of the Fund’s outstanding equity securities.

Information regarding control persons and principal holders of the Class R1 and Class R2 shares of the Funds is not provided because these share classes were not offered for sale until the date of this SAI.

Accordingly, as of the date of this SAI, the Trustees and Officers of the Trust as a group owned less than 1% of the Class R1 and Class R2 shares of each Fund. Neither the Trustees who are “not interested” persons of the Funds, as that term is defined in the Investment Company Act, nor members of their immediate families, own securities beneficially or of record in the Adviser, the Distributor or an affiliate of the Adviser or Distributor. Accordingly, neither the Trustees who are “not interested” persons of the Funds nor members of their immediate families, have direct or indirect interest, the value of which exceeds $120,000 in the Adviser, the Distributor or any of their affiliates.

Board Interest in the Funds

Set forth below is the dollar range of equity securities beneficially owned by each Trustee of each Fund in the Trust as of December 31, 2008:

B-16

Key
A.	$1-$10,000
B.	$10,001-$50,000
C.	$50,001-$100,000
D.	over $100,000

Dollar Range of Equity Securities Beneficially Owned (1)

Name of Trustee	Cullen High Dividend Equity Fund	Cullen International High Dividend Fund	Aggregate Dollar Range of Equity Securities Beneficially Owned in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
James P. Cullen, Interested Trustee	D	D	D
Dr. Curtis J. Flanagan, Interested Trustee	None	None	None
Matthew J. Dodds, Independent Trustee	None	None	None
Robert J. Garry, Independent Trustee	None	None	None
Stephen G. Fredericks, Independent Trustee	None	None	None

(1) Beneficial ownership is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended.

Investment Advisory and Other Services

Advisory Agreements

On May 8, 2008, the Board of Trustees (including the Independent Trustees) of the Trust approved the continuation through July 31, 2009 of each Fund’s investment advisory agreement (each “Advisory Agreement” and collectively, the “Advisory Agreements”) pursuant to which Cullen Capital Management LLC, 645 Fifth Avenue, New York, New York, 10022 (the “Adviser”), furnishes continuous investment advisory services and management to the Funds. The Adviser is an investment advisory firm formed in Delaware. For more information about the Adviser, see “Who Manages the Fund?” in the applicable Prospectus.

Mr. James P. Cullen, President of the Trust, is also the President and Controlling Member of the Adviser. John C. Gould, Executive Vice President of the Trust, is also Executive Vice President of the Adviser. Brooks H. Cullen, Vice President of the Trust, is also Vice President of the Adviser. Jeffrey T. Battaglia, Treasurer of the Trust, is also Chief Financial Officer of the Adviser. Rahul D. Sharma, Secretary of the Trust, is also Vice President of the Adviser. Steven Mullooly, Chief Compliance Officer (“CCO”) of the Trust, is also the CCO of the Adviser.

Under each Advisory Agreement and subject to the general supervision of the Trust’s Board of Trustees, the Adviser is responsible for making and implementing investment decisions for the applicable Fund. In addition, the Adviser furnishes office space, office facilities, equipment, personnel (other than the services of trustees of the Trust who are not interested persons of the Adviser), and clerical and bookkeeping services for each Fund to the extent not provided by each Fund’s respective custodian, transfer agent and dividend paying agent, fund administration and accounting services agent.

The Trust or each Fund, respectively, pays all other expenses of its operation, including, without limitation:

B-17

·	interest, taxes and any governmental filing fees;

·	brokerage commissions and other costs incurred in connection with the purchase or sale of securities;

·	compensation and expenses of Independent Trustees;

·	legal and audit expenses;

·	the fees and expenses of each Fund’s respective custodian, transfer agent and dividend paying agent, fund administration and accounting services agent;

·	expenses relating to the redemption of shares;

·	expenses of servicing shareholder accounts;

·	fees and expenses related to the registration and qualification of each Fund and its shares under federal and state securities laws;

·	expenses of printing and mailing reports, notices and proxy material to shareholders;

·	insurance premiums for fidelity and other insurance coverage;

·	expenses of preparing prospectuses and statements of additional information and of printing and distributing them to existing shareholders; and

·	any nonrecurring expenses, including expenses relating to actions, suits or proceedings to which the Trust or either Fund is a party, and any obligation which the Trust or either Fund may incur to indemnify others.

The Advisory Agreements provide that the Adviser shall have no liability to the Trust, the respective Funds or their respective shareholders in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations under the Agreements.

The Advisory Agreements are not assignable and may be terminated by either party, without penalty, on 60 days notice. Each Advisory Agreement will continue in effect until July 31, 2009 (unless sooner terminated) and thereafter for successive one-year periods so long as it is approved annually (a) by the vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) either by the Board of Trustees of the Trust or by the vote of the shareholders of the applicable Fund as described under “Investment Restrictions – Fundamental Restrictions.”

In consideration of the services to be provided by the Adviser pursuant to the respective Advisory Agreements, the Adviser is entitled to receive from each Fund an investment advisory fee computed daily and paid monthly based on an annual rate equal to a percentage of each Fund’s average daily net assets specified in the applicable Prospectus. As described in each Prospectus, the Adviser has contractually agreed to limit the total expenses of each Fund (excluding taxes and acquired fund fees and expenses) to an annual rate of 1.50% and 1.75%, respectively, for Class R1 shares and 1.25% and 1.50%, respectively, for Class R2 shares of the High Dividend Equity Fund and International High Dividend Fund through June 30, 2010. Pursuant to each such agreement, the Adviser may cause each Fund to reimburse the Adviser for any fee reductions or expense reimbursements made pursuant to the agreement within a three-year period, provided that any such reductions or reimbursements made by the Fund will not cause the Fund’s expense limitations to exceed the amounts set forth above. However, the Funds are not obligated to pay any such reduced fees for more than three years after the end of the fiscal year in which the fee was reduced.

B-18

For the periods indicated below, the Funds paid the following advisory fees to the Adviser:

Cullen High Dividend Equity Fund

	Fiscal Year Ended June 30, 2008	Fiscal Year Ended June 30, 2007	Fiscal Year Ended June 30, 2006
Fees Earned	$4,182,459	$3,858,038	$1,292,611
Fees Reduced	$1,964,371	$1,799,099	$709,832
Total Fees Paid	$2,218,088	$2,078,939	$582,779

Cullen International High Dividend Fund

	Fiscal Year Ended June 30, 2008	Fiscal Year Ended June 30, 2007	Fiscal Period Ended June 30, 2006 (a)
Fees Earned	$509,507	$171,470	$25,147
Fees Reduced	$449,863	$333,910	$183, 034
Total Fees Paid	$59,644	$0	$0

(a) For the period from December 15, 2005 (commencement of operations) to June 30, 2006

Portfolio Manager

Mr. James P. Cullen and Mr. John C. Gould are the portfolio managers responsible for the day-to-day management of the Cullen High Dividend Equity Fund; and Mr. James P. Cullen and Mr. Rahul D. Sharma are the portfolio managers responsible for the day-to-day management of the Cullen International High Dividend Fund. The following table shows the number of other accounts managed by Mr. Cullen, Mr. Gould and Mr. Sharma and the total assets in the accounts managed within various categories, as of December 31, 2008.

B-19

					with Advisory Fee based on performance
	Type of Accounts	Number of Accounts	Total Assets	Number of Accounts		Total Assets
James P. Cullen	Registered Investment Companies	4	$3.6 billion	0		0
	Other Pooled Investment Vehicles	2	$914 million	1		$16 million
	Other Accounts	9,731	$4.2 billion	0		0

John C. Gould	Registered Investment Companies	3	$3.5 billion	0		0
	Other Pooled Investment Vehicles	1	$898 million	0		0
	Other Accounts	8,180	$3.6 billion	0		0

Rahul D. Sharma	Registered Investment Companies	1	$64 million	0		0
	Other Pooled Investment Vehicles	1	$16 million	1		$16 million
	Other Accounts	1,713	$709 million	0		0

Material Conflicts of Interest . The portfolio managers have day-to-day management responsibilities with respect to other accounts and accordingly may be presented with potential or actual conflicts of interest.

The management of other accounts may result in the portfolio managers devoting unequal time and attention to the management of each Fund and/or other accounts. In approving the Advisory Agreements, the Board of Trustees was satisfied that the portfolio managers would be able to devote sufficient attention to the management of each Fund, and that the Adviser seeks to manage such competing interests for the time and attention of the portfolio managers.

With respect to securities transactions for each Fund, the Adviser determines which broker to use to execute each transaction, consistent with its duty to seek best execution of the transaction. For buy or sell transactions considered simultaneously for a Fund and other accounts, orders are placed at the same time. The portfolio managers use their best efforts to ensure that no client is treated unfairly in relation to any other client over time in the allocation of securities or the order of the execution of transactions. The portfolio managers generally allocate trades on the basis of assets under management so that the securities positions represent equal gross exposure as a percentage of total assets of each similarly managed client. The Funds and client accounts are not generally invested in thinly traded or illiquid securities; therefore, conflicts in fulfilling investment opportunities are to some extent minimized.

B-20

Compensation . Mr. Cullen is an equity owner of the Adviser and in such capacity does not receive a salary from the Funds. Mr. Cullen owns 90% of the equity of the Adviser and 51% of the equity of Schafer Cullen Capital Management, Inc., an affiliate of the Adviser. Mr. Cullen controls 90% of the voting equity of Cullen Capital Management, LLC. In his ownership capacity, Mr. Cullen shares commensurately in the profits and losses of both the Adviser and Schafer Cullen Capital Management, Inc. Mr. Cullen does not receive a fixed salary from the Adviser. He receives net profits of each advisory firm based upon his ownership interests in each company. Net profits are determined after all expenses of the companies are deducted from gross revenues. Mr. Cullen participates in Schafer Cullen Capital Management, Inc.’s 401(k) plan. Mr. Cullen does not have a deferred compensation plan.

Mr. Gould is an equity owner of the Adviser and in such capacity does not receive a salary from the Cullen High Dividend Equity Fund. Mr. Gould owns 5% of the equity of the Adviser. In his ownership capacity, Mr. Gould shares commensurately in the profits and losses of the Adviser. Mr. Gould does not receive a fixed salary from the Adviser. He receives net profits of the adviser based upon his ownership interests in the firm as well as a fixed salary and bonus from Schafer Cullen Capital Management, Inc., an affiliate of the Adviser. Bonus amounts are determined by the overall profitability of Schafer Cullen Capital Management, Inc. and are not directly related to the performance of any one fund or product. Net profits are determined after all expenses of the companies are deducted from gross revenues. Mr. Gould participates in Schafer Cullen Capital Management, Inc.’s 401(k) plan. Mr. Gould does not have a deferred compensation plan.

Mr. Sharma is an employee of the Adviser and in such capacity does not receive a salary from the Cullen International High Dividend Fund. Mr. Sharma does not control any portion of the voting equity of the Adviser. Mr. Sharma receives a fixed salary and bonus from Schafer Cullen Capital Management, Inc. an affiliate of the Adviser. Bonus amounts are determined by the overall profitability of Schafer Cullen Capital Management, Inc. and are not directly related to the performance of any one fund or product. Net profits are determined after all expenses of the companies are deducted from gross revenues. Mr. Sharma participates in Schafer Cullen Capital Management, Inc.’s 401(k) plan. Mr. Sharma does not have a deferred compensation plan.

Securities Owned in the Funds by Portfolio Managers . As of December 31, 2008, the portfolio managers owned the following securities in the respective Funds:

Name of Portfolio Manager	Dollar Range of Equity Securities in the High Dividend Equity Fund (None, $1 - $10,000, $10,001 - $50,000, $50,001 - $100,000, $100,001 - $500,000, $500,001 - $1,000,000, Over $1,000,000)	Dollar Range of Equity Securities in the International High Dividend Fund (None, $1 - $10,000, $10,001 - $50,000, $50,001 - $100,000, $100,001 - $500,000, $500,001 - $1,000,000, Over $1,000,000)
James P. Cullen	Over $1,000,000	Over $1,000,000
John C. Gould	$100,001 - $500,000	$10,001 - $50,000
Rahul D. Sharma	$10,001-$50,000	$10,001-$50,000

Code of Ethics

The Trust and the Adviser have adopted the same written Code of Ethics. This Code of Ethics governs the personal securities transactions of trustees, managers, members, officers and employees who may have access to current trading information of the Funds. Subject to certain conditions, the Code permits such persons to invest in securities for their personal accounts, including securities that may be purchased or held by the Funds. The Code includes reporting and other obligations to monitor personal transactions and ensure that such transactions are consistent with the best interests of the Funds.

B-21

Fund Administration

U.S. Bancorp Fund Services, LLC, a subsidiary of U.S. Bank, N.A (“USBFS”), provides administrative personnel and services (including blue-sky services) to the Trust and each of the Funds. Administrative services include, but are not limited to, providing equipment, telephone facilities, various personnel, including clerical and supervisory, and computers as necessary or beneficial to provide compliance services to the Funds and the Trust. USBFS is an affiliate of the Funds’ distributor, Quasar Distributors, LLC.

The Funds paid the following amounts for administrative services in the following fiscal periods:

	Fiscal Year Ended June 30, 2008	Fiscal Year Ended June 30, 2007	Fiscal Year Ended June 30, 2006
Fund Administration - High Dividend Equity Fund	$414,678	$372,473	$131,639
Fund Administration - International High Dividend Fund	$77,709	$76,503	$40,480 (a)

(a) For the period from December 15, 2005 (commencement of operations) to June 30, 2006.

Fund Accounting

USBFS provides fund accounting personnel and services to the Funds pursuant to a Fund Accounting Service Agreement. Under the Fund Accounting Servicing Agreement, USBFS provides portfolio accounting services, expense accrual and payment services, fund valuation and financial reporting services, tax accounting services and compliance control services.

Financial Intermediaries

From time to time, either Fund may pay, directly or indirectly, amounts to financial intermediaries that provide transfer-agent type and/or other administrative services relating to the Fund to their customers or other persons who beneficially own interests in the Fund, such as participants in 401(k) plans. These services may include, among other things, sub-accounting services, transfer agent-type services, answering inquiries relating to the Fund, transmitting, on behalf of the Fund, proxy statements, annual and semi-annual reports, updated prospectuses, other communications regarding the Fund, and related services as the Fund or the intermediaries’ customers or such other persons may reasonably request. In such cases, to the extent paid by a Fund, the Fund will not pay more for these services through intermediary relationships than it would pay if the intermediaries’ customers were direct shareholders in the Fund.

Distributor

Quasar Distributors, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the principal underwriter and national distributor for the shares of the Funds pursuant to a Distribution Agreement with the Trust (the “Distribution Agreement”). Quasar Distributors, LLC is registered as a broker-dealer under the Securities Exchange Act of 1934 and each state’s securities laws and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The offering of each Fund’s shares is continuous. The Distribution Agreement provides that the Distributor, as agent in connection with the distribution of Fund shares, will use its best efforts to distribute each Fund’s shares.

B-22

Under the Distribution Agreement, Quasar agrees to (i) sell shares as agent for the Trust upon the terms and at the current offering price described in the Funds’ prospectuses; (ii) hold itself available to receive orders, satisfactory to Quasar, for purchase of Fund shares; (iii) make Fund shares available, with the assistance of the Trust’s transfer agent, through the National Securities Clearing Corporation’s Fund/SERV System; (iv) act in conformity with all Trust and securities laws requirements; (v) cooperate with the Trust in the development of all proposed advertisements and sales literature relating to the Funds and review such items for compliance with applicable laws and regulations; (vi) repurchase, at Quasar’s discretion, Fund shares; (vii) enter into agreements, at Quasar’s discretion, with qualified broker-dealers to sell Fund shares; (viii) devote its best efforts to effect sales of Fund shares; and (ix) prepare reports for the Board of Trustees regarding its activities under the Distribution Agreement. The fees payable by the Trust under this agreement shall not exceed what is available for payment under the distribution plans (please refer to the Distribution Plan section below). Minimum payments under the Distribution Agreement may not be tied to actual distribution expenses and such minimum payments may therefore exceed distribution expenses actually incurred. Any fees or expenses incurred by Quasar but not payable by the respective Funds under their 12b-1 plans of distribution shall be paid by the Adviser.

The Distribution Agreement with respect to either Fund may be terminated at any time (i) by the Board of Trustees of the Trust or by a vote of a majority of the outstanding voting securities of such Fund on 60 days written notice to Quasar or (ii) by Quasar. If not so terminated, the Distribution Agreement shall continue in effect from year to year only so long as such continuance is approved annually by the Board of Trustees of the Trust or the shareholders of the applicable Fund, and, in either event, by a majority of the Independent Trustees.

The Distributor received the following in compensation during the fiscal year ended June 30, 2008:

Name of Principal Underwriter	Net Underwriting Discounts and Commissions	Compensation on Redemption and Repurchases	Brokerage Commissions	Other Compensation (1)
Quasar Distributors, LLC
High Dividend Equity Fund	$0	$0	$0	$8,391
International High Dividend Fund	$0	$0	$0	$2,675

_____________

(1) This compensation relates to payments to the Distributor under the Rule 12b-1 Plans discussed below.

Distribution Plan

Each Fund has adopted a Distribution Plan (the “Plan”) for the Class R1 and Class R2 shares pursuant to Rule 12b-1 under the Investment Company Act. The Board determined that there is a reasonable likelihood that each Fund’s Plan will benefit the Fund and its shareholders. The Plans authorize payments by the respective Funds in connection with their distribution of shares at an annual rate of up to 0.50% of the Class R1’s average daily net asset value and up to 0.25% of the Class R2’s average daily net asset value. Payments may be made by the Funds under the respective Plans for the purpose of financing any activity primarily intended to result in the sale of shares of their Funds, as determined by the Board of Trustees. Such activities typically include advertising; compensation for sales and sales marketing activities of financial service agents and others, such as dealers or distributors; shareholder account servicing; production and dissemination of prospectuses and sales and marketing materials; and capital or other expenses of associated equipment, rent, salaries, bonuses, interest and other overhead. To the extent any activity is one which the Funds may finance without their Plans, the Funds may also make payments to finance such activity outside of their Plans and not subject to their respective limitations.

B-23

Administration of the Plans is regulated by Rule 12b-1 under the Investment Company Act, which includes requirements that the Board of Trustees receive and review at least quarterly reports concerning the nature and qualification of expenses which are paid, that the Board of Trustees, including a majority of the independent trustees, approve all agreements implementing the Plans and that the Plans may be continued from year-to-year only if the Board of Trustees, including a majority of the Independent Trustees, concludes at least annually that continuation of the Plans is likely to benefit shareholders.

Distribution payment information for the Class R1 and Class R2 shares of the Funds is not provided because these share classes were not offered for sale until the date of this SAI.

The Fund has adopted a service plan (the “Service Plan”) with respect to its Class R1 and Class R2 shares under which the Fund is authorized to pay securities dealers, plan administrators or other service organizations who agree to provide certain services to plans or plan participants holding shares of the Fund a service fee of up to 0.25% of the Fund’s average daily net assets attributable to Class R1 and Class R2 shares held by such plan participants. These services may include (a) acting, directly or through an agent, as the shareholder of record and nominee for all plan participants, (b) maintaining account records for each plan participant that beneficially owns Class R1 or Class R2 shares, (c) processing orders to purchase, redeem and exchange Class R1 or R2 shares on behalf of plan participants, and handling the transmission of funds representing the purchase price or redemption proceeds, and (d) addressing plan participant questions regarding their accounts and the Fund.

Brokerage

The Adviser is responsible for selecting brokers and dealers to effect purchases or sales of securities for each Fund. In selecting such brokers, it is the policy of the Adviser to seek the best execution of orders at the most favorable price in light of the overall quality of brokerage and research services provided, as described in this and the following paragraph. In selecting brokers to effect portfolio transactions, the determination of what is expected to result in best execution at the most favorable price involves a number of largely judgmental considerations. Among these are the Adviser’s evaluation of the broker’s efficiency in executing and clearing transactions, block trading capability (including the broker’s willingness to position securities), the broker’s familiarity with the security and the broker’s financial strength and stability. The most favorable price to the respective Fund means the best net price without regard to the mix between purchase or sale price and commission, if any.

In allocating each Fund’s brokerage, the Adviser will also take into consideration the research, analytical, statistical and other information and services provided by the broker, such as general economic reports and information, reports or analyses of particular companies or industry groups and technical information and the availability of the brokerage firm’s analysts for consultation. While the Adviser believes these services have substantial value, they are considered supplemental to the Adviser’s own efforts in the performance of its duties under the Advisory Agreement. As permitted by the Advisory Agreement and in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser may pay brokers higher brokerage commissions than might be available from other brokers if the Adviser determines in good faith that such amount paid is reasonable in relation to the value of the overall quality of the brokerage, research and other services provided. Other clients of the Adviser may indirectly benefit from the availability of these services to the Adviser, and each Fund may indirectly benefit from services available to the Adviser as a result of transactions for the other clients.

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The Adviser expects to enter into arrangements with broker-dealers whereby the Adviser obtains computerized stock quotation and news services, performance and ranking services, portfolio analysis services and other research services in exchange for the direction of portfolio transactions which generate dealer concessions or brokerage (agency) commissions for such broker-dealers. From time to time, the Adviser may make other similar arrangements with brokers or dealers who agree to provide research services in consideration of dealer concessions or brokerage commissions. Consistent with the Adviser’s fiduciary duties to each Fund, brokerage will be directed to such brokers or dealers pursuant to any such arrangement only when the Adviser believes that the commissions charged are reasonable in relation to the value and overall quality of the brokerage and research services provided.

The Funds paid the following amounts in brokerage commissions in the following fiscal periods:

	Fiscal Year Ended June 30, 2008	Fiscal Year Ended June 30, 2007	Fiscal Year Ended June 30, 2006
Brokerage Commissions – High Dividend Equity Fund	$292,772	$401,925	$191,279
Brokerage Commissions – International High Dividend Fund	$318,096	$74,135	$20,947 (a)

(a) For the period from December 15, 2005 (commencement of operations) to June 30, 2006.

The Cullen High Dividend Fund experienced increased brokerage commissions from fiscal 2006 compared to fiscal 2007 due to increased trading volumes as a result of growth in Fund assets. The Cullen International High Dividend Fund experienced increased brokerage commissions from fiscal 2008 compared to fiscal 2007, and from fiscal 2007 compared to fiscal 2006 due to increased trading volumes as a result of growth in Fund assets as well as an increase in the Fund’s portfolio turnover rate.

Capital Structure

The Trust is a Delaware statutory trust formed on March 25, 2000. It is authorized to issue an unlimited number of shares of beneficial interest. Each share of beneficial interest has a par value of $0.001. The trustees of the Trust may, at any time and from time to time, by resolution, authorize the division of shares into an unlimited number of series and the division of any series into two or more classes. Each Fund constitutes one such series of the Trust. By this offering, two classes of shares of each Fund are being offered, Class R1 and Class R2. The Trust has reserved the right to create and issue additional series or classes.

Shareholders of the Trust are entitled to one vote for each full share and to a proportionate fractional vote for each fractional share standing in the shareholder’s name on the books of the Trust. However, matters affecting only one particular class can be voted on only by shareholders in that Fund or class. Only shareholders of Class R1 or Class R2 shares of each Fund will be entitled to vote on matters submitted to a shareholder vote with respect to the Rule 12b-1 Plan applicable to each such class. All shareholders are entitled to receive dividends when and as declared by the Trustees from time to time and as further discussed in the prospectus.

Each share within a class has equal dividend, distribution and liquidation rights. Shares do not have preemptive or subscription rights. All shares are fully paid and non-assessable.

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Determination of Net Asset Value

Shares of each Fund are sold on a continual basis at the net asset value (“NAV”) per share next computed following receipt of an order by the Fund’s transfer agent in good order. Each Fund’s NAV per share for the purpose of pricing purchase and redemption orders is determined at the close of normal trading (usually 4:00 p.m. Eastern time) on each day the New York Stock Exchange (“NYSE”) is open for trading. The NYSE is closed on the following holidays: New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Securities listed on a U.S. securities exchange for which market quotations are readily available are valued at the last quoted sale price on the day the valuation is made; however, securities traded on a U.S. securities exchange for which there were no transactions on a given day, and securities not listed on a U.S. securities exchange, are valued at the average of the most recent bid and asked prices. Price information on listed securities is taken from the exchange where the security is primarily traded. Securities primarily traded in the National Association of Securities Dealers Automated Quotation (“NASDAQ”) Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”). If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices. Any securities or other assets for which market quotations are not readily available are valued at fair value as determined in good faith by the Valuation Committee of the Trust’s Board of Trustees under the supervision of the Board.

Debt securities are valued by a pricing service that utilizes electronic data processing techniques to determine values for normal institutional-sized trading units of debt securities without regard to sale or bid prices when such techniques are believed to more accurately reflect the fair market value for such securities. Otherwise, sale or bid prices are used. Debt securities having remaining maturities of 60 days or less when purchased are valued by the amortized cost method. Under this method of valuation, a security is initially valued at its acquisition cost, and thereafter, amortization of any discount or premium is assumed each day, regardless of the impact of the fluctuating rates on the market value of the instrument.

Securities quoted in a foreign currency, if any, are valued daily in U.S. dollars at the foreign currency exchange rates that are prevailing at the time the daily NAV per share is determined. Although each Fund values its foreign assets in U.S. dollars on a daily basis, it does not intend to convert its holdings of foreign currencies into U.S. dollars on a daily basis. Foreign currency exchange rates are generally determined prior to the close of trading on the NYSE. Occasionally, events affecting the value of foreign investments and such exchange rates occur between the time at which they are determined and the close of trading on the NYSE. Such events would not normally be reflected in a calculation of the Fund’s NAV on that day. If events that materially affect the sale of either Fund’s foreign investments or the foreign currency exchange rates occur during such period, the investments may be valued at their fair value as determined in good faith by the Adviser under the supervision of the Board of Trustees of the Trust.

Purchase and Redemption of Shares

Purchasing Shares

Shares of each Fund are sold in a continuous offering and may be purchased on any business day through authorized investment dealers or directly from the Fund.

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Stock Certificates and Confirmations. The Funds do not generally issue stock certificates representing shares purchased. Confirmations of the opening of an account and of all subsequent transactions in the account are forwarded by the Funds to the shareholder’s address of record.

Anti-Money Laundering Program

The Trust has established an Anti-Money Laundering Compliance Program (the “Program”) as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”). To ensure compliance with this law, the Trust’s Program provides for the development of internal practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training program and an independent audit function to determine the effectiveness of the Program. Procedures to implement the Program include, but are not limited to, determining that the Trust’s Distributor and transfer agent have established proper anti-money laundering procedures, reporting suspicious and/or fraudulent activity and a complete and thorough review of all new opening account applications. The Trust will not transact business with any person or entity whose identity cannot be adequately verified under the provisions of the USA PATRIOT Act.

Each Fund may be required to “freeze” the account of a shareholder if the shareholder appears to be involved in suspicious activity or if certain account information matches information on government lists of known terrorist or other suspicious persons. Each Fund may also be required to transfer the account or proceeds of the account to a government agency.

Redeeming Shares

Signature Guarantees. A signature guarantee of each shareholder on an account is required to redeem shares if a shareholder requests (i) redemption proceeds be sent to an address other than that on record with the applicable Fund or (ii) proceeds be made payable to someone other than the shareholder(s) of record.

Signature guarantees are designed to protect both the shareholder and the applicable Fund from fraud. Signature guarantees can be obtained from most banks, credit unions or savings associations, or from broker/dealers, municipal securities broker/dealers, government securities broker/dealers, national securities exchanges, registered securities exchanges, or clearing agencies deemed eligible by the SEC. The Funds do not accept signatures guaranteed by a notary public.

Additional Documentation. Additional documents are required for certain types of shareholders, such as corporations, partnerships, executors, trustees, administrators, or guardians. The Funds’ transfer agent requires documents from entities to identify individuals possessing authority to redeem shares from the Funds. The documentation may include corporate resolutions, partnership agreements, trust instruments or plans that give such authority to the individual.

Redemption In-Kind. The Funds have elected to be governed by Rule l8f-1 under the Investment Company Act, which obligates the Funds to redeem shares in cash, with respect to any one shareholder during any 90-day period, up to the lesser of $250,000 or 1% of the assets of a Fund. If the Adviser determines that existing conditions make cash payments undesirable, redemption payments may be made in whole or in part in securities or other financial assets, valued for this purpose as they are valued in computing the NAV for the applicable Fund’s shares (a “redemption in-kind”). Shareholders receiving securities or other financial assets in a redemption in-kind may realize a gain or loss for tax purposes on the Fund shares that they redeem, and when they dispose of the securities received in kind will incur any costs of sale, as well as the associated inconveniences. If you expect to make a redemption in excess of the lesser of $250,000 or 1% of a Fund’s assets during any 90-day period and would like to avoid any possibility of being paid with securities in-kind, you may do so by providing the Fund with an unconditional instruction to redeem at least 15 calendar days prior to the date on which the redemption transaction is to occur, specifying the dollar amount or number of shares to be redeemed and the date of the transaction (please call toll free 1-877-485-8586). This will provide the applicable Fund with sufficient time to raise the cash in an orderly manner to pay the redemption and thereby minimize the effect of the redemption on the interests of the Fund’s remaining shareholders.

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Proxy Voting Policies and Procedures

The Board has adopted Proxy Voting Policies and Procedures (“Policies”) on behalf of the Trust which delegates the responsibility for voting proxies to the Adviser, subject to the Board’s continuing oversight. The Policies require that the Adviser vote proxies received in a manner consistent with the best interests of the each Fund and its shareholders. The Policies also require the Adviser to present to the Board, at least annually, the Adviser’s Proxy Policies and a record of each proxy voted by the Adviser on behalf of a Fund, including a report on the resolution of all proxies identified by the Adviser as involving a conflict of interest.

The Adviser has adopted Proxy Voting Policies and Procedures (“Adviser’s Proxy Policies”) which underscore the Adviser’s concern that all proxy voting decisions be made in the best interest of the respective Funds and that the Adviser will act in a prudent and diligent manner intended to enhance the economic value of the assets of the respective Funds.

Where a proxy proposal raises a material conflict between the Adviser’s interests and a Fund’s interests, the Adviser will resolve the conflict by disclosing the conflict to the Board and obtaining the Board’s consent to vote.

The Trust is required to annually file Form N-PX, which lists each Fund’s complete proxy voting record for the 12-month period ending June 30. Once filed, the Funds’ proxy voting records will be available without charge, upon request, by calling toll-free 1-877-485-8586 and on the SEC’s website at http://www.sec.gov.

Portfolio Holdings Information

The Adviser and the Funds maintain portfolio holdings disclosure policies (the “Policies”) that govern the timing and circumstances of disclosure to shareholders and third parties of information regarding the portfolio investments held by the respective Funds. The Funds’ portfolio holdings disclosure policy is reviewed annually by the Board of Trustees. Disclosure of the respective Funds’ complete holdings is required to be made quarterly within 60 days of the end of each fiscal quarter in the Annual Report and Semi-Annual Report to Fund shareholders and in the quarterly holdings report on Form N-Q. These reports are available, free of charge, on the EDGAR database on the SEC’s website at www.sec.gov. A complete list of each Fund’s portfolio holdings as of each calendar quarter-end is available on the Funds’ website at http://www.cullenfunds.com within five business days after the calendar quarter-end. The calendar quarter-end portfolio holdings for the Funds will remain posted on the website until updated with required regulatory filings with the SEC. Portfolio holdings information posted on the Funds’ website may be separately provided to any person commencing the day after it is first published on the website.

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Pursuant to the Funds’ portfolio holdings disclosure policies, information about the respective Funds’ portfolio holdings is not distributed to any person. However, certain persons receive information about the respective Funds’ portfolio holdings on an ongoing basis. The Funds believe that these third parties have legitimate objectives in requesting such portfolio holdings information and operate in the best interest of the Funds’ respective shareholders. Information about the Funds’ portfolio holdings is not distributed to these persons unless:

§	The disclosure is required pursuant to a regulatory request or court order or is legally required in the context of other legal proceedings;

§	The disclosure is made to a mutual fund rating and/or ranking organization, or person performing similar functions, who is subject to a duty of confidentiality, including a duty not to trade on any non-public information;

§	The disclosure is made to internal parties involved in the investment process, administration, operation or custody of the respective Funds, including, but not limited to USBFS and the Trust’s Board of Trustees, attorneys, auditors or accountants;

§	The disclosure is made: (a) in connection with a quarterly, semi-annual or annual report that is available to the public; or (b) relates to information that is otherwise available to the public;

§	The disclosure is made with the prior written approval of either the Trust’s CCO or his or her designee; or

The disclosure is made to rating and/or ranking organizations, specifically: Lipper; Morningstar; Standard & Poor’s; Bloomberg; Vickers-Stock Research Corporation; Wilshire & Associates, Inc.; Thomson Financial; Citigate Financial Intelligence; and Interactive Data Corporation, all of which currently receive such information between the fifth and tenth business day of the month following the end of a calendar quarter.

Any disclosures to additional parties not described above are made with the approval of either the Trust’s CCO or his or her designee, pursuant to the Funds’ Policies. Currently, the Funds do not disclose information to parties not described above.

The Board exercises continuing oversight of the disclosure of each Fund’s portfolio holdings by (1) overseeing the implementation and enforcement of the Policies, Codes of Ethics and other relevant policies of the respective Funds and their service providers by the Trust’s CCO, (2) considering reports and recommendations by the Trust’s CCO concerning any material compliance matters (as defined in Rule 38a-1 under Investment Company Act), and (3) considering whether to approve any amendment to these Policies. The Board reserves the right to amend the Policies at any time without prior notice in its sole discretion.

Neither the Adviser, its affiliates or employees, nor either Fund may receive any direct or indirect compensation in connection with the disclosure of information about Fund portfolio securities. In the event of a conflict between the interests of either Fund and the interests of the Adviser or an affiliated person of the Adviser, the CCO of the Adviser and the Trust shall make a determination in the best interests of the Fund, and shall report such determination to the Adviser’s managing member and to the Trust’s Board of Trustees at the end of the quarter in which such determination was made. Any employee of the Adviser who suspects a breach of this obligation must report the matter immediately to the CCO or to his or her supervisor.

In addition, material non-public holdings information may be provided without lag as part of the normal investment activities of the respective Funds to each of the following entities which, by explicit agreement or by virtue of their respective duties to the Funds, are required to maintain the confidentiality of the information disclosed and are prohibited from trading on the non-public information: Fund Administrator, Fund Accountant, Custodian, Transfer Agent, auditors, counsel to the Trust or the trustees, broker-dealers (in connection with the purchase or sale of securities or requests for price quotations or bids on one or more securities), and regulatory authorities. Each entity is responsible for monitoring compliance with confidentiality duties and trading prohibitions. Portfolio holdings information not publicly available with the SEC or through the Funds’ website may only be provided to additional third parties, in accordance with the Policies, when the applicable Fund has a legitimate business purpose and the third party recipient is subject to a confidentiality agreement. Currently, neither Fund discloses portfolio holdings information not publicly available to any additional parties.

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There can be no assurance that the Policies and these procedures will protect the respective Funds from potential misuse of that information by individuals or entities to which it is disclosed.

Additional Information on Distributions and Taxes

Distributions

A shareholder will automatically receive all income dividends and capital gain distributions in additional full and fractional shares of the applicable Fund at their net asset value as of the date of payment unless the shareholder elects to receive such dividends or distributions in cash. Shareholders will receive a confirmation of each new transaction in their account. Each Fund will confirm all account activity, including the payment of dividend and capital gain distributions and transactions made as a result of a Systematic Withdrawal Plan or an Automatic Investment Plan. Shareholders may rely on these statements in lieu of stock certificates.

Taxes

Distributions of net investment income. Each Fund receives income generally in the form of dividends on its investments. This income, less expenses incurred in the operation of the applicable Fund, and the excess of net short-term capital gain over net long-term capital loss, constitute such Fund’s investment company taxable income, from which dividends may be paid to you. Any distributions by such Fund from such income will be taxable to the Fund’s shareholders as ordinary income, whether the Fund’s shareholders take dividends in cash or in additional shares.

Distributions of capital gains. Each Fund may derive capital gains and losses in connection with sales or other dispositions of its portfolio securities. Distribution of net short term capital gain, as noted above, are included in ordinary income dividends. Distributions from net long-term capital gain will be taxable to you as long-term capital gain, regardless of how long you have held your shares in the Fund. Any net capital gain (the excess of net long-term capital gain over net short-term capital loss) realized by a Fund generally will be distributed once each year, and may be distributed more frequently, if necessary, in order to reduce or eliminate excise or income taxes on the Funds.

Information on the tax character of distributions. Each Fund will inform its shareholders of the amount of their ordinary income dividends, qualified dividend income or income eligible for the dividends received deduction, discussed below, and capital gain distributions at the time they are paid, and will advise shareholders of their tax status for federal income tax purposes shortly after the close of each calendar year.

Qualified dividend income. Certain dividend income, including dividends received from some foreign corporations, and long-term capital gain are eligible for a reduced tax rate applicable to non-corporate shareholders for taxable years beginning prior to 2011. Distributions comprised of dividends from domestic corporations and certain foreign corporations (generally, corporations incorporated in a possession of the United States and some corporations eligible for treaty benefits under certain treaties with the United States or dividends with respect to classes of stock of a foreign corporation that are readily tradable on an established securities market in the United States) are treated as “qualified dividend income” eligible for taxation at a maximum tax rate of 15% in the hands of non-corporate shareholders. A portion of each Fund’s dividends when paid to non-corporate shareholders may be eligible for treatment as qualified dividend income. In order for dividends paid by a Fund to be qualified dividend income, the Fund must meet holding period and other requirements with respect to dividend-paying stocks in its portfolio, and the non-corporate stockholder must meet holding period and other requirements with respect to the Fund’s shares. To the extent that a Fund engages in securities lending with respect to stock paying qualified dividend income, it may be limited in its ability to pay qualified dividend income to its shareholders. Additionally, special tax rules applicable to straddles may terminate or suspend the holding period of stocks considered to be part of the straddle, such as stocks with respect to which either Fund has written a call option, limiting the Fund’s ability to designate distributions as qualified dividend income. Fund dividends representing distributions of short-term capital gains (including a portion of premiums received by the Funds as the seller (writer) of expired options contract) cannot be designated as qualified dividend income and will not qualify for the reduced rates. In addition, dividends from foreign securities may not be eligible for this rate, and dividends from REITs are generally not eligible for treatment as qualified dividend income. Both Funds cannot predict the percentage (if any) of their distributions which will qualify for taxation to non-corporate shareholders as qualified dividend income.

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Dividends-received deduction for corporations. If you are a corporate shareholder, you should note that it is expected that a portion of the dividends paid by either Fund that are derived from dividends of domestic corporations may be eligible for the dividends-received deduction. If certain conditions are met, including satisfaction of holding period requirements, you will be allowed to deduct a portion of these qualified dividends, thereby reducing the tax that you would otherwise be required to pay on these dividends. The dividends-received deduction will be available only with respect to dividends designated by the Fund as eligible for such treatment. The rules noted above that terminate or suspend the holding period of underlying stocks considered to be substantially similar to the Fund’s call options may, likewise, limit the Fund’s ability to designate distributions as eligible for the dividends-received deduction. All dividends (including the deducted portion) must be included in your alternative minimum taxable income calculation.

Qualification to be taxed as a regulated investment company. Each Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986 as amended (the “Code”). As a regulated investment company, the Funds generally pay no federal income tax on the income and gains they distribute to their respective shareholders. The Board reserves the right not to maintain the qualification of either Fund as a regulated investment company if it determines such course of action to be beneficial to shareholders. In such case, the Fund will be subject to federal, and possibly state, corporate taxes on its taxable income and gains, and distributions to you will be taxed as ordinary income, eligible for taxation at the reduced rate applicable to qualified dividend income for non-corporate shareholders and for the dividends-received deduction available to corporate shareholders, to the extent of the Fund’s earnings and profits.

Excise tax distribution requirements. To avoid federal excise taxes, each Fund must distribute to you by December 31 of each year, at a minimum, the following amounts: 98% of its taxable ordinary income earned during the calendar year; 98% of its capital gain net income earned during the twelve month period ending October 31; and 100% of any undistributed amounts from the prior year. Each Fund intends to declare and pay these amounts in December (or pay in January amounts that, for federal income tax purposes, are treated by you as received in December) to avoid these excise taxes, but can give no assurances that its distributions will be sufficient to eliminate all taxes.

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Redemption of Fund shares. Redemptions and exchanges of Fund shares are taxable transactions for federal and state income tax purposes. If you hold your shares as a capital asset, the gain or loss that you realize will be capital gain or loss and will be long-term or short-term, generally depending on how long you held your shares. Any loss incurred on the redemption or exchange of shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends distributed to you by the applicable Fund on those shares.

All or a portion of any loss that you realize upon the redemption of your Fund shares will be disallowed to the extent that you buy other shares in the same Fund (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares you buy.

Investment in complex securities. The Funds may invest in complex securities and enter into transactions (such as call options on stocks held in its portfolio, as discussed above) which are subject to numerous special and complex tax rules. These rules could affect whether gains and losses recognized by a Fund are treated as ordinary income or capital gain, accelerate the recognition of income to a Fund without a corresponding receipt of cash (with which to make the necessary distributions to satisfy distribution requirements applicable to RICs) and/or defer the Fund’s ability to recognize losses. Consequently, these rules may affect the amount, timing or character of the income distributed to you by a Fund. Special tax rules also will require each Fund to mark to market (i.e. treat as sold on the last day of the taxable year) certain types of positions in its portfolio and may result in the recognition of income without a corresponding receipt of cash. Each Fund intends to monitor transactions, make appropriate tax elections and make appropriate entries in its books and records to lessen the effect of these tax rules and avoid any possible disqualification for the special treatment afforded RICs under the Code.

Other Tax Considerations. The tax consequences to a foreign shareholder of investing in a Fund may be different from those described herein. Dividends and interest received by the Funds may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. Foreign shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in a Fund.

If more than 50% of the value of the Cullen International High Dividend Fund’s assets consist of stock or securities in foreign corporations at the close of a taxable year in which the Fund qualifies for taxation as a regulated investment company, the Fund may file an election with the Internal Revenue Service (“IRS”) pursuant to which the Fund’s shareholders will be required to include their proportionate share of such foreign taxes in their U.S. income tax returns as gross income, treat such amounts as taxes paid by them, and deduct these amounts in computing taxable income, or alternatively, use them as foreign tax credits against their U.S. income taxes. The Cullen International High Dividend Fund will report annually to its shareholders the amount per share of such foreign taxes and other information needed to claim the foreign tax credit. The Cullen International High Dividend Fund’s ability to claim a foreign tax credit is subject to a number of requirements, including holding period requirements that must be satisfied by both the shareholder and Fund, which, as discussed above, may enter into transactions that terminate or suspend its holding period for some securities.

Some shareholders may be subject to a withholding tax on ordinary income dividends, capital gain dividends and redemption payments (“backup withholding”). Generally, shareholders subject to backup withholdings will be non-corporate shareholders for whom no certified taxpayer identification is on file with the applicable Fund, or who, to the Fund’s knowledge, have furnished an incorrect number. When establishing an account, an investor must certify under penalty of perjury that such number is correct and that the investor is not otherwise subject to backup withholding. Backup withholding is not an additional tax. Any amount withheld generally may be allowed as a refund or credit against a shareholder’s federal income tax liability, provided that the required information is timely forwarded to the Internal Revenue Service (“IRS”).

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Under Treasury Regulations, if a shareholder recognizes a loss with respect to shares of $2 million or more for an individual shareholder, or $10 million or more for a corporate shareholder, in any single taxable year (or a greater amount over a combination of years), the stockholder must file with the IRS a disclosure statement on Form 8886. Direct holders of portfolio securities are, in many cases, exempted from this reporting requirement, but under current guidance shareholders of regulated investment companies are not exempted. Significant penalties may be imposed in connection with the failure to comply with these reporting requirements. That a loss is reportable under these regulations does not affect the legal determination of whether or not the taxpayer’s treatment of the loss is proper. Shareholders should consult with their tax advisers to determine the applicability of these regulations in light of their individual circumstances.

The foregoing is only a general summary of certain provisions of the Code and current Treasury regulations applicable to the Funds and their respective shareholders. The Code and such regulations are subject to change by legislative or administrative action. Investors are urged to consult their own tax advisers regarding the application of federal, state, local and foreign tax laws.

Calculation of Performance Data

Each Fund’s total return may be compared to relevant indices, including the S&P 500 Index, NASDAQ Composite, Morgan Stanley Capital International EAFE Index and indices published by Lipper, Inc.

Investors should note that the investment results of each Fund will fluctuate over time, and any presentation of a Fund’s total return for any period should not be considered as a representation of what an investment may earn or what an investor’s total return may be in any future period.

Each Fund will calculate its performance in accordance with the following formulas:

Average Annual Total Return

Average annual total return quotations used in the Fund’s Prospectus are calculated according to the following formula:

P(1 +T) n = ERV

where P equals a hypothetical initial payment of $1,000; T equals average annual total return; n equals the number of years; and ERV equals the ending redeemable value at the end of the period of a hypothetical $1,000 payment made at the beginning of the period.

Under the foregoing formula, the time periods used in the Prospectus will be based on rolling calendar quarters. Average annual total return, or “T” in the above formula, is computed by finding the average annual compounded rates of return over the period that would equate the initial amount invested to the ending redeemable value. Average annual total return assumes the reinvestment of all dividends and distributions.

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Average Annual Total Return (after Taxes on Distributions)

Each Fund’s quotations of average annual total return (after taxes on distributions) are calculated according to the following formula:

P(1 + T) n = ATV D

where “P” equals a hypothetical initial payments of $1,000; “T” equals average annual total return; “n” equals the number of years; and “ATV D ” equals the ending redeemable value at the end of the period of a hypothetical $1,000 payment made at the beginning of the period after taxes on distributions, not after taxes on redemption.

Dividends and other distributions, less the taxes due on such distributions, are assumed to be reinvested in shares at the prices in effect on the reinvestment dates, and taxes due are calculated using the highest individual marginal federal income tax rates on the reinvestment dates. ATV D will be adjusted to reflect the effect of any absorption of each Fund’s expenses by the Adviser.

Average Annual Total Return (after Taxes on Distributions and Redemptions)

Each Fund’s quotations of average annual total return (after taxes on distributions and redemption) are calculated according to the following formula:

P(1 + T) n = ATV DR

where “P” equals a hypothetical initial payments of $1,000; “T” equals average annual total return; “n” equals the number of years; and “ATV DR ” equals the ending redeemable value at the end of the period of a hypothetical $1,000 payment made at the beginning of the period after taxes on distributions and redemption.

Dividends and other distributions, less the taxes due on such distributions, are assumed to be reinvested in shares at the prices in effect on the reinvestment dates, and the taxes due are calculated using the highest individual marginal federal income tax rates on the reinvestment dates. Capital gains taxes resulting from the redemption are subtracted and the tax benefit from capital losses resulting from the redemption are added. ATV DR will be adjusted to reflect the effect of any absorption of each Fund’s expenses by the Adviser.

Comparisons

Lipper, Inc. (“Lipper”) and Other Independent Ranking Organizations. From time to time, each Fund’s performance may be compared to the performance of other mutual funds in general or to the performance of particular types of mutual funds with similar investment goals, as tracked by independent organizations. Among these organizations, Lipper, a widely used independent research firm which ranks mutual funds by overall performance, investment objectives, and assets, may be cited. Lipper performance figures are based on changes in net asset value, with all income and capital gains dividends reinvested. Such calculations do not include the effect of any sales charges imposed by other funds. Each Fund will be compared to Lipper’s appropriate fund category, that is, by fund objective and portfolio holdings. Each Fund’s performance may also be compared to the average performance of its Lipper category.

Morningstar, Inc. Each Fund’s performance may also be compared to the performance of other mutual funds by Morningstar, Inc., which rates funds on the basis of historical risk and total return. Morningstar’s ratings range from five stars (highest) to one star (lowest) and represent Morningstar’s assessment of the historical risk level and total return of a fund as a weighted average for 3, 5, and 10 year periods. Ratings are not absolute and do not represent future results.

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Independent Sources. Evaluations of fund performance made by independent sources may also be used in advertisements concerning either Fund, including reprints of, or selections from, editorials or articles about the Fund, especially those with similar objectives. Sources for fund performance and articles about each Fund may include publications such as Money, Forbes, Kiplinger’s, Smart Money, Financial World, Business Week, U.S. News and World Report, The Wall Street Journal, Barron’s and a variety of investment newsletters.

Indices. Each Fund may compare its performance to a wide variety of indices. There are differences and similarities between the investments that either Fund may purchase and the investments measured by the indices.

Historical Asset Class Returns. From time to time, marketing materials may portray the historical returns of various asset classes. Such presentations will typically compare the average annual rates of return of inflation, U.S. Treasury bills, bonds, common stocks, and small stocks. There are important differences between each of these investments that should be considered in viewing any such comparison. The market value of stocks will fluctuate with market conditions, and small-stock prices generally will fluctuate more than large-stock prices. Stocks are generally more volatile than bonds. In return for this volatility, stocks have generally performed better than bonds or cash over time. Bond prices generally will fluctuate inversely with interest rates and other market conditions, and the prices of bonds with longer maturities generally will fluctuate more than those of shorter-maturity bonds. Interest rates for bonds may be fixed at the time of issuance, and payment of principal and interest may be guaranteed by the issuer and, in the case of U.S. Treasury obligations, backed by the full faith and credit of the U.S. Treasury.

Shareholder Reports

Each Fund will issue an annual report to its shareholders after the close of each fiscal year, which ends June 30. This report will include financial statements for the applicable Fund audited by the Fund’s independent registered public accounting firm, PricewaterhouseCoopers LLP. An unaudited semi-annual report will also be issued to the applicable Fund’s shareholders.

Service Providers

Custodian

U.S. Bank N.A., 1555 North RiverCenter Drive, Milwaukee, Wisconsin, 53212, acts as custodian of the cash and securities of the Cullen High Dividend Equity Fund and Bank of New York, One Wall Street, New York, New York, 10286 acts as custodian of the cash and securities of the Cullen International High Dividend Fund (“the Custodians”). Each respective Custodian holds all cash and, directly or through a book entry system or an agent, securities of the Fund for which it serves as custodian, delivers and receives payment for securities sold by such Fund, collects income from investments of the Fund and performs other duties, all as directed by officers of the Fund. The Custodians do not exercise any supervisory function over the management of, or the purchase and sale of securities by, either Fund. U.S. Bank N.A., USBFS and Quasar are affiliated entities.

Transfer Agent, Dividend Disbursing Agent, Fund Administrator and Fund Accountant

U.S. Bancorp Fund Services, LLC (“USBFS”), 615 East Michigan Street, Milwaukee, Wisconsin 53202, acts as the transfer agent, dividend-paying agent, fund administrator, fund accountant and shareholder servicing agent for each Fund. U.S. Bancorp Fund Services, LLC’s address is 615 East Michigan Street, Milwaukee, Wisconsin, 53202. The Custodian, USBFS and Quasar are affiliated entities.

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Distributor

Quasar Distributors, LLC (“Quasar”), 615 East Michigan Street, Milwaukee, Wisconsin, 53202, serves as principal underwriter for each Fund and as such, is the agent for the distribution of shares of each Fund. The Custodian, USBFS and Quasar are affiliated entities.

Counsel

Sidley Austin LLP, One South Dearborn St., Chicago, Illinois, 60603, is counsel for each of the Funds.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP , 100 East Wisconsin Avenue, Suite 1800, Milwaukee, Wisconsin 53202, has been selected as the independent registered public accounting firm of each of the Funds. As such, they are responsible for auditing the annual financial statements of each of the Funds.

Additional Information

Each Fund’s Prospectus and this Statement of Additional Information omit certain information contained in the Registration Statement which the Funds have filed electronically with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, and reference is hereby made to the Registration Statement for further information with respect to the Funds and the securities offered hereby. This Registration Statement is available for inspection by the public at the public reference facilities maintained by the Commission in Washington, D.C.

Financial Statements

Each Fund’s audited financial statements are incorporated by reference to such Fund’s Annual Report for the fiscal year ended June 30, 2008.

B-36

Appendix A

RATINGS OF CORPORATE OBLIGATIONS,

COMMERCIAL PAPER, AND PREFERRED STOCK

Ratings of Corporate Obligations

Moody’s Investors Service, Inc.

Aaa : Bonds that are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edge.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa : Bonds that are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present that make the long-term risks appear somewhat larger than in Aaa securities.

A : Bonds that are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future.

Baa : Bonds that are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Ba : Bonds rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B : Bonds rated B generally lack characteristics of desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa : Bonds rated Caa are of poor standing. Such bonds may be in default or there may be present elements of danger with respect to principal and interest.

Ca : Bonds rated Ca represent obligations that are speculative in a high degree. Such bonds are often in default or have other marked shortcomings.

Those securities in the A and Baa groups which Moody's believes possess the strongest investment attributes are designated by the symbols A-1 and Baa-1. Other A and Baa securities comprise the balance of their respective groups. These rankings (1) designate the securities which offer the maximum in security within their quality groups, (2) designate securities which can be bought for possible upgrading in quality, and (3) additionally afford the investor an opportunity to gauge more precisely the relative attractiveness of offerings in the marketplace.

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Standard & Poor’s Rating Services

AAA : Bonds rated AAA have the highest rating assigned by Standard & Poor's to a debt obligation. Capacity to pay interest and repay principal is extremely strong.

AA : Bonds rated AA have a very strong capacity to pay interest and repay principal and differ from the highest rated issues only in a small degree.

A : Bonds rated A have a strong capacity to pay interest and repay principal, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than bonds in higher rated categories.

BBB : Bonds rated BBB are regarded as having an adequate capacity to pay interest and repay principal. Although they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for bonds in this category than for bonds in higher rated categories. Bonds rated BBB are regarded as having speculation characteristics.

BB--B--CCC-CC : Bonds rated BB, B, CCC, and CC are regarded, on balance, as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligation. BB indicates the lowest degree of speculation among such bonds and CC the highest degree of speculation. Although such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.

Commercial Paper Ratings

Standard & Poor’s Rating Services

Commercial paper ratings are graded into four categories, ranging from “A” for the highest quality obligations to “D” for the lowest. Issues assigned the A rating are regarded as having the greatest capacity for timely payment. Issues in this category are further refined with the designation 1, 2 and 3 to indicate the relative degree of safety. The “A-1” designation indicates that the degree of safety regarding timely payment is very strong. Those issues determined to possess overwhelming safety characteristics will be denoted with a plus sign designation.

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Moody’s Investors Service, Inc.

Moody’s commercial paper ratings are opinions of the ability of the issuers to repay punctually promissory obligations not having an original maturity in excess of nine months. Moody’s makes no representation that such obligations are exempt from registration under the Securities Act of 1933, nor does it represent that any specific note is a valid obligation of a rated issuer or issued in conformity with any applicable law. Moody’s employs the following three designations, all judged to be investment grade, to indicate the relative repayment capacity of rated issuers:

Prime-1 Superior capacity for repayment

Prime-2 Strong capacity for repayment

Prime-3 Acceptable capacity for repayment

Ratings of Preferred Stock

Standard & Poor’s Rating Services

Standard & Poor’s preferred stock rating is an assessment of the capacity and willingness of an issuer to pay preferred stock dividends and any applicable sinking fund obligations. A preferred stock rating differs from a bond rating inasmuch as it is assigned to an equity issue, which issue is intrinsically different from, and subordinated to, a debt issue. Therefore, to reflect this difference, the preferred stock rating symbol will normally not be higher than the bond-rating symbol assigned to, or that would be assigned to, the senior debt of the same issuer.

The preferred stock ratings are based on the following considerations:

Likelihood of payment--capacity and willingness of the issuer to meet the timely payment of preferred stock dividends and any applicable sinking fund requirements in accordance with the terms of the obligation.

2. Nature of and provisions of the issue.

Relative position of the issue in the event of bankruptcy, reorganization, or other arrangements affecting creditors' rights.

AAA : This is the highest rating that may be assigned by Standard & Poor’s to a preferred stock issue and indicates an extremely strong capacity to pay the preferred stock obligations.

AA : A preferred stock issue rated AA also qualifies as a high quality fixed income security. The capacity to pay preferred stock obligations is very strong, although not as overwhelming as for issues rated AAA.

A : An issue rated A is backed by a sound capacity to pay the preferred stock obligations, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions.

BBB : An issue rated BBB is regarded as backed by an adequate capacity to pay the preferred stock obligations. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to make payments for a preferred stock in this category than for issues in the A category.

BB, B, CCC : Preferred stock issues rated BB, B, and CCC are regarded, on balance, as predominantly speculative with respect to the issuer's capacity to pay preferred stock obligations. BB indicates the lowest degree of speculation and CCC the highest degree of speculation. While such issues will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.

CC : The rating CC is reserved for a preferred stock issue in arrears on dividends or sinking fund payments but that is currently paying.

C : A preferred stock rated C is a nonpaying issue.

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D : A preferred stock rated D is a nonpaying issue with the issuer in default on debt instruments.

NR indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S & P does not rate a particular type of obligation as a matter of policy.

Plus (+) or Minus (-): To provide more detailed indications of preferred stock quality, the ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

Moody’s Investors Service, Inc.

aaa : An issue that is rated aaa is considered to be a top-quality preferred stock. This rating indicates good asset protection and the least risk of dividend impairment within the universe of preferred stocks.

aa : An issue that is rated aa is considered a high-grade preferred stock. This rating indicates that there is reasonable assurance that earnings and asset protection will remain relatively well maintained in the foreseeable future.

a : An issue which is rated a is considered to be an upper-medium grade preferred stock. While risks are judged to be somewhat greater than in the aaa and aa classifications, earnings and asset protection are, nevertheless, expected to be maintained at adequate levels.

baa : An issue that is rated baa is considered to be medium grade, neither highly protected nor poorly secured. Earnings and asset protection appear adequate at present but may be questionable over any great length of time.

ba : An issue that is rated ba is considered to have speculative elements and its future cannot be considered well assured. Earnings and asset protection may be very moderate and not well safeguarded during adverse periods. Uncertainty of position characterizes preferred stocks in this class.

b : An issue that is rated b generally lacks the characteristics of a desirable investment. Assurance of dividend payments and maintenance of other terms of the issue over any long period of time may be small.

caa : An issue that is rated caa is likely to be in arrears on dividend payments. This rating designation does not purport to indicate the future status of payments.

ca : An issue which is rated ca is speculative in a high degree and is likely to be in arrears on dividends with little likelihood of eventual payment.

c : This is the lowest rated class of preferred or preference stock. Issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

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CULLEN FUNDS TRUST

PART C

OTHER INFORMATION

Item 23. EXHIBITS.

(a)	Declaration of Trust

(i)

Certificate of Trust of Cullen Funds Trust, dated March 25, 2000 1

(ii)

Agreement and Declaration of Trust of Cullen Funds Trust, dated May 10, 2001 13

(iii)

Certificate of Correction of Certificate of Trust of Cullen Funds Trust, dated February 6, 2007 11

(b)	By-laws dated March 25, 2000 1

(c)	Instruments Defining Rights of Security Holders — Incorporated by reference to the Agreement and Declaration of Trust and By-laws.

(d)	Investment Advisory Agreements

(i)

Investment Advisory Agreement (Cullen High Dividend Equity Fund), dated August 1, 2003 4

Amendment to Investment Advisory Agreement (Cullen High Dividend Equity Fund), dated October 5, 2004 – filed herewith

(ii)

Investment Advisory Agreement (Cullen International High Dividend Fund), dated November 30, 2005 9

(e)	Distribution Agreement 3

(i)

Amended Schedule A to the Distribution Agreement, dated July 24, 2003 4

(ii)

Amendment to the Distribution Agreement, dated November 30, 2005 10

(iii)

Amendment to the Distribution Agreement, dated April 13, 2006 10

(iv)

Amendment to the Distribution Agreement, dated February 2, 2009 – filed herewith

(f)	Bonus or Profit Sharing Contracts – Not applicable.

(g)	Custody Agreements

(i)

Custody Agreement on behalf of Cullen High Dividend Equity Fund, dated June 28, 2000 9

Addendum to the Custody Agreement, dated February 2, 2009 – filed herewith

(ii)

Custody Agreement on behalf of Cullen International High Dividend Fund, dated November 22, 2005 – Bank of New York – filed herewith

(h)	Other Material Contracts

(i)

Fund Administration Servicing Agreement 9

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Addendum to the Fund Administration Servicing Agreement, dated August 7, 2007 – filed herewith

Amendment to the Fund Administration Servicing Agreement, dated November 25, 2008 – filed herewith

Amendment to the Fund Administration Servicing Agreement, dated February 2, 2009 – filed herewith

(ii)

Transfer Agent Servicing Agreement 9

Amendment to Transfer Agent Servicing Agreement, dated February 2, 2009 – filed herewith

(iii)

Fund Accounting Servicing Agreement, dated September 12, 2005 – filed herewith

Amendment to the Fund Accounting Servicing Agreement, dated November 30, 2005 – filed herewith

Amendment to the Fund Accounting Servicing Agreement, dated February 2, 2009 – filed herewith

(iv)

Fulfillment Servicing Agreement 9

(v)

Power of Attorney, dated February 12, 2009 –filed herewith

(vi)

Prospect Servicing Agreement 9

(vii)

Operating Expenses Letter (Cullen High Dividend Equity Fund), dated February 12, 2009- filed herewith

(viii)

Operating Expenses Letter on behalf of the Cullen International High Dividend Equity Fund, dated February 12, 2009 – filed herewith

(ix)

Shareholder Servicing Plan, dated February 12, 2009 – filed herewith

(i)	Legal Opinions

	(i)	Opinion and Consent of Counsel for the Cullen High Dividend Equity Fund 4, 7
	(ii)	Opinion and Consent of Counsel for the Cullen International High Dividend Fund 11

(j)	Consent of Independent Registered Public Accounting Firm - filed herewith

(k)	Omitted Financial Statements – Not applicable.

(l)	Initial Capital Agreements

(i)

Subscription for Shares of the Cullen High Dividend Equity Fund 4

(ii)

Subscription for Shares of the Cullen International High Dividend Fund - filed herewith

(m)	Rule 12b-1 Plan

(i)

Distribution Plan – (12b-1 Plan) for High Dividend Equity Fund (Retail Class) 4

(ii)

Distribution Plan – (12b-1 Plan) for High Dividend Equity Fund (Class C) 8

(iii)

Distribution Plan – (12b-1 Plan) for High Dividend Equity Fund (Classes R1 and R2) –filed herewith

(iv)

Distribution Plan – (12b-1Plan) for International High Dividend Fund (Retail Class) – filed herewith

C-2

(v)

Distribution Plan – (12b-1Plan) for International High Dividend Fund (Class C) – filed herewith

(vi)

Distribution Plan – (12b-1Plan) for International High Dividend Fund (Classes R1 and R2) –filed herewith

(n)	Rule 18f-3 Plan

(i)

Amended and Restated Multiple Class Plan for Cullen High Dividend Equity Fund, dated February 12, 2009 – filed herewith

(ii)

Amended and Restated Multiple Class Plan for Cullen International High Dividend Fund, dated February 12, 2009 – filed herewith

(o)	Reserved .

(p)	Code of Ethics

(i)

Code of Ethics for Registrant and Advisor, dated November 1, 2006 12

(ii)

Code of Ethics for Distributor, dated September 1, 2005 - filed herewith

	1	Incorporated by reference to Registrant’s Initial Filing of the Registration Statement filed March 27, 2000 under file numbers 333-33302 and 811-9871.
	2	Incorporated by the reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement filed May 23, 2000 under file numbers 333-33302 and 811-9871.
	3	Incorporated by the reference to Registrant’s Pre-Effective Amendment No. 2 to the Registration Statement filed June 28, 2000 under file numbers 333-33302 and 811-9871.
	4	Incorporated by reference to Registrant’s Post-Effective Amendment No. 4 filed August 1, 2003 under file numbers 333-33302 and 811-9871.
	5	Incorporated by reference to Registrant’s Post-Effective Amendment No. 6 filed August 2, 2004 under file number 333-33302 and 811-9871.
	6	Incorporated by reference to Registrant’s Post-Effective Amendment No. 9 filed October 5, 2004 under file numbers 333-33302 and 811-9871.
	7	Incorporated by reference to Registrant’s Post-Effective Amendment No. 10 filed October 7, 2004 under file numbers 333-33302 and 811-9871.
	8	Incorporated by reference to Registrant’s Post-Effective Amendment No. 11 filed October 28, 2004 under file number 333-33302 and 811-9871.
	9	Incorporated by reference to Registrant’s Post-Effective Amendment No. 17 filed December 15, 2005 under file numbers 333-33302 and 811-9871.
	10	I ncorporated by reference to Registrant’s Post-Effective Amendment No. 18 filed October 27, 2006 under file numbers 333-33302 and 811-987
	11	Incorporated by reference to Registrant’s Post-Effective Amendment No. 19 filed February 14, 2007 under file numbers 333-33302 and 811-9871.
	12	Incorporated by reference to Registrant’s Post-Effective Amendment No. 20 filed October 26, 2007 under file number 333-33302 and 811-9871.
	13	Incorporated by reference to Registrant’s Post-Effective Amendment No. 22 filed February 12, 2009 under file number 333-33302 and 811-9871.

Item 24. Persons Controlled by or Under Common Control with Registrant.

No person is directly or indirectly controlled by or under common control with the Registrant.

Item 25. Indemnification.

Reference is made to Article VII of the Registrant’s Agreement and Declaration of Trust.

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Pursuant to Rule 484 under the Securities Act of 1933, as amended, the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) 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 26. Business and Other Connections of the Investment Adviser.

Cullen Capital Management LLC serves as the investment adviser for the Registrant. The business and other connections of Cullen Capital Management LLC are set forth in the Uniform Application for Investment Adviser Registration (“Form ADV”) of Cullen Capital Management LLC as filed with the SEC on March 3, 2009 and which is incorporated by reference herein.

Item 27. Principal Underwriter.

(a)	Quasar Distributors, LLC, the Registrant’s principal underwriter, acts as principal underwriter for the following investment companies:

Academy Funds Trust	Jacob Internet Fund, Inc.
Advisors Series Trust	Jensen Portfolio, Inc.
AIP Alternative Strategies Funds	Kensington Funds
Allied Asset Advisors Funds	Keystone Mutual Funds
Alpine Equity Trust	Kiewit Investment Fund, LLLP
Alpine Income Trust	Kirr Marbach Partners Funds, Inc.
Alpine Series Trust	LKCM Funds
Artio Global Equity Fund, Inc.	Masters' Select Funds Trust
Artio Global Investment Funds	Matrix Advisors Value Fund, Inc.
Brandes Investment Trust	Monetta Fund, Inc.
Brandywine Blue Fund, Inc.	Monetta Trust
Brazos Mutual Funds	MP63 Fund, Inc.
Bridges Investment Fund, Inc.	Nicholas Family of Funds, Inc.
Buffalo Funds	Permanent Portfolio Family of Funds, Inc.
Country Mutual Funds Trust	Perritt Funds, Inc.
Cullen Funds Trust	Perritt Microcap Opportunities Fund, Inc.
Empiric Funds, Inc.	Primecap Odyssey Funds
First American Funds, Inc.	Professionally Managed Portfolios
First American Investment Funds, Inc.	Prospector Funds, Inc.
First American Strategy Funds, Inc.	Purisima Funds
Fort Pitt Capital Funds	Quaker Investment Trust
Glenmede Fund, Inc.	Rainier Investment Management Mutual Funds
Glenmede Portfolios	Rockland Funds Trust
Greenspring Fund, Inc.	Thompson Plumb Funds, Inc.
Guinness Atkinson Funds	TIFF Investment Program, Inc.
Harding Loevner Funds, Inc.	Trust for Professional Managers
Hennessy Funds Trust	Underlying Funds Trust
Hennessy Funds, Inc.	USA Mutuals Funds
Hennessy Mutual Funds, Inc.	Wexford Trust
Hotchkis & Wiley Funds	Wisconsin Capital Funds, Inc.
Intrepid Capital Management Funds Trust	WY Funds

C-4

(b)	To the best of Registrant’s knowledge, the directors and executive officers of Quasar Distributors, LLC are as follows:

Name and Principal Business Address	Position and Offices with Quasar Distributors, LLC	Positions and Offices with Registrant
James R. Schoenike	President, Board Member	None
Andrew Strnad	Secretary	None
Joe Redwine	Board Member	None
Robert Kern	Board Member	None
Eric W. Falkeis	Board Member	None
Teresa Cowan	Assistant Secretary	None
Susan LaFond	Treasurer	None
Joseph Bree	Financial Operations Principal	None
The address of each of the foregoing is 615 East Michigan Street, Milwaukee, Wisconsin, 53202.

(c)	The following table sets forth the commissions and other compensation received, directly or indirectly, from the Funds during the last fiscal year by the principal underwriter who is not an affiliated person of the Funds.

(1) Name of Principal Underwriter	(2) Net Underwriting Discounts and Commission	(3) Compensation on Redemption and Repurchases	(4) Brokerage Commissions	(5) Other Compensation
Quasar Distributors, LLC	None	None	None	$11,066

Item 28. Location of Accounts and Records.

The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 are maintained in the following locations:

Records Relating to :	Are located at:
Registrant’s Fund Accountant, Fund Administrator and Transfer Agent	U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202
Registrant’s Investment Adviser	Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022
Registrant’s Custodians	U.S. Bank N.A. 1555 North River Center Drive, Suite 302 Milwaukee, Wisconsin 53212
	Bank of New York One Wall Street New York, New York 10286
Registrant’s Distributor	Quasar Distributing, LLC 615 East Michigan Street, 4 th Floor Milwaukee, WI 53202

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Item 29. Management Services Not Discussed in Parts A and B.

Not applicable.

Item 30. Undertakings.

The Registrant hereby undertakes to furnish each person to whom a Prospectus for one or more of the series of the Registrant is delivered with a copy of the relevant latest annual report to shareholders, upon request and without charge.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that this Post-Effective Amendment No. 24 to its Registration Statement meets all of the requirements for effectiveness under Rule 485(b) of the Securities Act of 1933, as amended, and the Registrant has duly caused this Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A to be signed below on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York, on the 21 st day of April, 2009.

		CULLEN FUNDS TRUST


	By:	/s/ James P. Cullen
		James P. Cullen
		President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 24 to its Registration Statement has been signed below on April 21, 2009 by the following persons in the capacities indicated.

Signature	Title
/s/ James P. Cullen James P. Cullen	Trustee and President
Dr. Curtis J. Flanagan* Dr. Curtis J. Flanagan	Trustee
Matthew J. Dodds* Matthew J. Dodds	Independent Trustee
Stephen G. Fredericks * Stephen G. Fredericks	Independent Trustee
Robert J. Garry * Robert J. Garry	Independent Trustee
Jeffrey T. Battaglia* Jeffrey T. Battaglia	Treasurer and Principal Accounting Officer
*By /s/ James P. Cullen James P. Cullen Attorney in Fact

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EXHIBITS INDEX

Exhibit	Exhibit No.
Amendment to Investment Advisory Agreement	EX-99.d.i.A
Amendment to the Distribution Agreement	EX-99.e.iv
Addendum to the Custody Agreement (U.S. Bank N.A.) - HDE	EX-99.g.i.A
Custody Agreement (Bank of New York) - IHD	EX-99.g.ii
Addendum to Fund Administration Servicing Agreement	EX-99.h.i.A
Amendment to the Fund Administration Servicing Agreement	EX-99.h.i.B
Amendment to the Fund Administration Servicing Agreement	EX-99.h.i.C
Amendment to the Transfer Agent Servicing Agreement	EX-99.h.ii.A
Fund Accounting Servicing Agreement	EX-99.h.iii
Amendment to the Fund Accounting Servicing Agreement	EX-99.h.iii.A
Amendment to the Fund Accounting Servicing Agreement	EX-99.h.iii.B
Power of Attorney	EX-99.h.v
Operating Expenses Letter (High Dividend Equity Fund)	EX-99.h.vii
Operating Expenses Letter (International High Dividend Fund)	EX-99.h.viii
Shareholder Servicing Plan	EX-99.h.ix
Consent of Independent Registered Public Accounting Firm	EX-99.j
Subscription Agreement (International High Dividend Fund)	EX-99.l.ii
Distribution Plan (Rule 12b-1 Plan) (HDE – Class R1 and R2)	EX-99.m.iii
Distribution Plan (Rule 12b-1 Plan) (IHD - Retail Class)	EX-99.m.iv
Distribution Plan (Rule 12b-1 Plan) (IHD - Class C)	EX-99.m.v
Distribution Plan (Rule 12b-1 Plan) (IHD - Class R1 and R2)	EX-99.m.vi
Amended and Restated Multiple Class Plan (HDE)	EX-99.n.i
Amended and Restated Multiple Class Plan (IHD)	EX-99.n.ii
Code of Ethics (Distributor)	EX-99.p.ii

C-8

AMENDMENT

INVESTMENT ADVISORY AGREEMENT

THIS AMENDMENT DATED AS OF OCTOBER 5, 2004 (this “Amendment”) TO THE INVESTMENT ADVISORY AGREEMENT dated as of August 1, 2003 (the “Agreement”), by and between Cullen Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of its Cullen High Dividend Equity Fund series (the “Fund”), and Cullen Capital Management LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Trust, on behalf of the Fund, has retained the Adviser to render the services described for the Fund in the Agreement;

WHEREAS, on August 19, 2004, the Fund adopted a Multiple Class Plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to which (i) its current single class of shares of beneficial interest, which are subject to a distribution fee payable pursuant to a plan of distribution adopted under Rule 12b-1 under the 1940 Act of 0.25% per annum of average net assets, are redesignated as the “Retail Class” shares and (ii) two new classes of shares, designated as, respectively, Class C shares, which are proposed to be subject to distribution and service fees of 1.00% per annum, and Class I shares, which are proposed not to be subject to any distribution fee, are created;

WHEREAS, in connection with the adoption of the Multiple Class Plan, the Adviser proposes to agree to (i) a reduction of the 1.50% per annum expense cap currently applicable to the shares of beneficial interest in the Fund, as set forth in Section 4(b) of the Agreement, to 1.00% per annum for the Retail Class, and (ii) a 1.75% per annum expense cap applicable to the Class C shares and a 0.75% per annum expense cap applicable to the Class I shares, thereby ensuring compliance with Rule 18f-3(a) under the 1940 Act by causing the expense cap applicable to each of the Retail Class, the Class C shares and the Class I shares to be equal to 0.75% per annum of average net assets disregarding Rule 12b-1 plan distribution fees and service fees of such respective classes;

WHEREAS, the Adviser has requested the Board to consider amending Section 4(b) of the Agreement as provided herein, subject to the approval of the outstanding voting securities of Class C, to permit the imposition of an expense cap applicable to the Class C shares (none of which has yet been issued by the Fund) of 1.75% per annum of average net assets;

WHEREAS, Rule 18f-3(b)(2) under the 1940 Act states that, with respect to investment companies with multiple classes of shares, each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to the arrangements of that class, and the parties hereto have determined that the proposed amendment to the Agreement referred to in the preceding paragraph relates solely to the Class C shares of the Fund;

WHEREAS, unless otherwise defined herein, capitalized terms used herein without definition shall have the meanings assigned to such terms in the Agreement;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants hereinafter set forth and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1. The first sentence of Section 4(b) of the Agreement is hereby amended to insert the phrase “or, in the case of Class C shares of the Fund, 1.75% of the average net asset value of the Class C shares for such year” immediately after the phrase “1.50% of the average net asset value of the Fund for such year,”.

2. The last sentence of Section 4(b) of the Agreement is hereby amended to insert the phrase “or, in the case of Class C shares of the Fund, 1.75%,” immediately after the phrase “does not exceed 1.50%”.

3. The Agreement shall remain binding and in full force and effect in all other respects.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

		CULLEN FUNDS TRUST


	By:	/s/ John C. Gould
		John C. Gould
		Executive Vice President


		CULLEN CAPITAL MANAGEMENT LLC


		/s/ James P. Cullen
		James P. Cullen
	By:	President

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CH1 3058698v1 October 4, 2004

CULLEN FUNDS TRUST

AMENDMENT TO THE

DISTRIBUTION AGREEMENT

THIS AMENDMENT dated as of February 2, 2009, to the Distribution Agreement, dated as of June 28, 2000, as amended (the "Agreement"), is entered into by and between CULLEN FUNDS TRUST , a Delaware statutory trust (the "Trust") and QUASAR DISTRIBUTORS, LLC , a Delaware limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into an Agreement; and

WHEREAS, the Trust intends to add additional Fund classes; and

WHEREAS, Section 10 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

CULLEN FUNDS TRUST	QUASAR DISTRIBUTORS, LLC


By: /s/ Jeff Battaglia	By: /s/ James R. Schoenike

Printed Name: Jeff Battaglia	Printed Name: James R. Schoenike

Title: CFO	Title: President

Exhibit A

to the

Distribution Agreement

Fund Names

Separate Series of Cullen Funds Trust

Name of Series	Date Added
Cullen High Dividend Equity Fund	08/01/03
Cullen High Dividend Equity Fund C	10/05/04
Cullen High Dividend Equity Fund I	10/05/04
Cullen High Dividend Equity Fund R 1	03/01/09
Cullen High Dividend Equity Fund R 2	03/01/09
Cullen International High Dividend Fund	12/01/05
Cullen International High Dividend Fund C	12/01/05
Cullen International High Dividend Fund I	12/01/05
Cullen International High Dividend Fund R 1	03/01/09
Cullen International High Dividend Fund R 2	03/01/09

CULLEN FUNDS TRUST

ADDENDUM TO THE

CUSTODY AGREEMENT

THIS ADDENDUM dated as of February 2, 2009, to the Custody Agreement, dated as of June 28, 2000, as amended (the "Agreement"), is entered into by and between CULLEN FUNDS TRUST , a Delaware statutory trust (the "Trust") and U.S. BANK, N.A., a national banking association (the "Custodian").

RECITALS

WHEREAS, the parties have entered into an Agreement; and

WHEREAS, the parties desire to modify the Agreement; and

WHEREAS, Article XIV, Section 14.4 of the Agreement allows for its modification by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree to modify/amend the following:

A. The first paragraph of the Agreement shall be superseded and replaced with the following:

This AGREEMENT , dated as of June 28, 2000, is entered into by and between Cullen Funds Trust (the “Trust”), a business trust organized under the laws of Delaware, acting with respect to the series of the Trust listed on Exhibit D attached hereto (as amended from time to time) (individually the “Fund” and collectively the “Funds”) and U.S. Bank, N.A ., a national banking association (the “Custodian”).

B. Exhibit D, the series of the Trust, and attached hereto, shall be added to the Agreement.

Except to the extent supplemented hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF , the parties hereto have caused this Addendum to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

CULLEN FUNDS TRUST	U.S. BANK, N.A.

By: Jeff Battaglia	By: /s/ Michael R. McVoy

Printed Name: Jeff Battaglia	Printed Name: Michael R. McVoy

Title: CFO	Title: Vice President

Exhibit D

to the

Custody Agreement – Cullen Funds Trust

Fund Names

Separate Series of Cullen Funds Trust

Name of Series	Date Added
Cullen High Dividend Equity Fund	08/01/03
Cullen High Dividend Equity Fund C	10/05/04
Cullen High Dividend Equity Fund I	10/05/04
Cullen High Dividend Equity Fund R 1	on or after 03/01/09
Cullen High Dividend Equity Fund R 2	or of after 03/01/09

CUSTODY AGREEMENT

AGREEMENT, dated as of November 22, 2005 between Cullen International High Dividend Fund, a business trust organized and existing under the laws of the State of New York having its principal office and place of business at 645 Fifth Avenue, NY, NY 10022 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

W I T N E S S E T H:

that for and in consideration of the mutual promises hereinafter set forth the Fund and Custodian agree as follows:

ARTICLE I

DEFINITIONS

Whenever used in this Agreement, the following words shall have the meanings set forth below:

1. “Authorized Person” shall be any person, whether or not an officer or employee of the Fund, duly authorized by the Fund’s board to execute any Certificate or to give any Oral Instruction with respect to one or more Accounts, such persons to be designated in a Certificate annexed hereto as Schedule I hereto or such other Certificate as may be received by Custodian from time to time.

2. “BNY Affiliate” shall mean any office, branch or subsidiary of The Bank of New York Company, Inc.

3. “Book-Entry System” shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.

4. “Business Day” shall mean any day on which Custodian and relevant Depositories are open for business.

5. “Certificate” shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian by letter or facsimile transmission and signed on behalf of the Fund by an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.

6. “Composite Currency Unit” shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.

7. “Depository” shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing agency or securities depository registered with the Securities and Exchange Commission identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.

8. “Foreign Depository” shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the Investment Company Act of 1940, as amended, identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.

9. “Instructions” shall mean communications transmitted by electronic or telecommunications media, including S.W.I.F.T., computer-to-computer interface, or dedicated transmission lines.

10. “Oral Instructions” shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.

11. “Series” shall mean the various portfolios, if any, of the Fund listed on Schedule II hereto, and if none are listed references to Series shall be references to the Fund.

12. “Securities” shall include, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository or by a Subcustodian).

13. “Subcustodian” shall mean a bank (including any branch thereof) or other financial institution (other than a Foreign Depository) located outside the U.S. which is utilized by Custodian in connection with the purchase, sale or custody of Securities hereunder and identified to the Fund from time to time, and their respective successors and nominees.

ARTICLE II

APPOINTMENT OF CUSTODIAN; ACCOUNTS;

REPRESENTATIONS, WARRANTIES, AND COVENANTS

1. (a) The Fund hereby appoints Custodian as custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Series in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Series from the assets of any other Series. Such accounts (each, an “Account”; collectively, the “Accounts”) shall be in the name of the Fund.

(b) Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Fund and Custodian may agree upon (each a “Special Account”), and Custodian shall reflect therein such assets as the Fund may specify in a Certificate or Instructions.

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(c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, future commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as the Fund and Custodian shall agree, and Custodian shall transfer to such account such Securities and money as the Fund may specify in a Certificate or Instructions.

2. The Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of a Certificate or each giving of Oral Instructions or Instructions by the Fund, that:

(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;

(b) This Agreement has been duly authorized, executed and delivered by the Fund, approved by a resolution of its board, constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;

(d) It will not use the services provided by Custodian hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to the Fund;

(e) Its board or its foreign custody manager, as defined in Rule 17f-5 under the Investment Company Act of 1940, as amended (the “‘40 Act”), has determined that use of each Subcustodian (including any Replacement Custodian) which Custodian is authorized to utilize in accordance with Section 1(a) of Article III hereof satisfies the applicable requirements of the ’40 Act and Rule 17f-5 thereunder;

(f) The Fund or its investment adviser has determined that the custody arrangements of each Foreign Depository provide reasonable safeguards against the custody risks associated with maintaining assets with such Foreign Depository within the meaning of Rule 17f-7 under the ‘40 Act;

(g) It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to Custodian, shall, and shall cause each Authorized Person, to safeguard and treat with extreme care any user and authorization codes, passwords and/or authentication keys, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by it, agrees that the security procedures (if any) to be utilized provide a commercially reasonable degree of protection in light of its particular needs and circumstances, and acknowledges and agrees that Instructions need not be reviewed by Custodian, may conclusively be presumed by Custodian to have been given by person(s) duly authorized, and may be acted upon as given;

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(h) It shall manage its borrowings, including, without limitation, any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Series does not exceed the amount such Series is permitted to borrow under the ‘40 Act;

(i) Its transmission or giving of, and Custodian acting upon and in reliance on, Certificates, Instructions, or Oral Instructions pursuant to this Agreement shall at all times comply with the ‘40 Act;

(j) It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose; and

(k) It has the right to make the pledge and grant the security interest and security entitlement to Custodian contained in Section 1 of Article V hereof, free of any right of redemption or prior claim of any other person or entity, such pledge and such grants shall have a first priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith, and it shall take such additional steps as Custodian may require to assure such priority.

3. The Fund hereby covenants that it shall from time to time complete and execute and deliver to Custodian upon Custodian’s request a Form FR U-1 (or successor form) whenever the Fund borrows from Custodian any money to be used for the purchase or carrying of margin stock as defined in Federal Reserve Regulation U.

ARTICLE III

CUSTODY AND RELATED SERVICES

1. (a) Subject to the terms hereof, the Fund hereby authorizes Custodian to hold any Securities received by it from time to time for the Fund’s account. Custodian shall be entitled to utilize, subject to subsection (c) of this Section 1, Depositories, Subcustodians, and, subject to subsection (d) of this Section 1, Foreign Depositories, to the extent possible in connection with its performance hereunder. Securities and cash held in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Securities and cash held through Subcustodians shall be held subject to the terms and conditions of Custodian’s agreements with such Subcustodians. Subcustodians may be authorized to hold Securities in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular subcustodian agreement, Securities deposited with a Subcustodian, a Depositary or a Foreign Depository will be held in a commingled account, in the name of Custodian, holding only Securities held by Custodian as custodian for its customers. Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the “Replacement Subcustodian”). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.

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(b) Unless Custodian has received a Certificate or Instructions to the contrary, Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.

(c) With respect to each Depository, Custodian (i) shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of Custodian.

(d) With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Fund of any material change in such risks. The Fund acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians or through publicly available information otherwise obtained by Custodian, and shall not include any evaluation of Country Risks. As used herein the term “Country Risks” shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country’s prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country’s regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the order execution of securities transactions or affect the value of securities.

2. Custodian shall furnish the Fund with an advice of daily transactions (including a confirmation of each transfer of Securities) and a monthly summary of all transfers to or from the Accounts.

3. With respect to all Securities held hereunder, Custodian shall, unless otherwise instructed to the contrary:

(a) Receive all income and other payments and advise the Fund as promptly as practicable of any such amounts due but not paid;

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(b) Present for payment and receive the amount paid upon all Securities which may mature and advise the Fund as promptly as practicable of any such amounts due but not paid;

(c) Forward to the Fund copies of all information or documents that it may actually receive from an issuer of Securities which, in the opinion of Custodian, are intended for the beneficial owner of Securities;

(d) Execute, as custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons;

(e) Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Securities issued with respect to any Securities credited to an Account hereunder; and

(f) Endorse for collection checks, drafts or other negotiable instruments.

4. (a) Custodian shall notify the Fund of rights or discretionary actions with respect to Securities held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken, provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Securities issued in the United States) or from the relevant Subcustodian, Foreign Depository, or a nationally or internationally recognized bond or corporate action service to which Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, Custodian shall have no liability for failing to so notify the Fund.

(b) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer discretionary rights on the Fund or provide for discretionary action or alternative courses of action by the Fund, the Fund shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must receive the Fund’s Certificate or Instructions at Custodian’s offices, addressed as Custodian may from time to time request, not later than noon (New York time) at least two (2) Business Days prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as Custodian may specify to the Fund). Absent Custodian’s timely receipt of such Certificate or Instructions, Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.

5. All voting rights with respect to Securities, however registered, shall be exercised by the Fund or its designee. For Securities issued in the United States, Custodian’s only duty shall be to mail to the Fund any documents (including proxy statements, annual reports and signed proxies) actually received by Custodian relating to the exercise of such voting rights. With respect to Securities issued outside of the United States, Custodian’s only duty shall be to provide the Fund with access to a provider of global proxy services at the Fund’s request. The Fund shall be responsible for all costs associated with its use of such services.

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6. Custodian shall promptly advise the Fund upon Custodian’s actual receipt of notification of the partial redemption, partial payment or other action affecting less than all Securities of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Securities in which the Fund has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.

7. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing.

8. The Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (“Taxes”), with respect to any cash or Securities held on behalf of the Fund or any transaction related thereto. The Fund shall indemnify Custodian and each Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Fund (including any payment of Tax required by reason of an earlier failure to withhold). Custodian shall, or shall instruct the applicable Subcustodian or other withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution made with respect to any Security and any proceeds or income from the sale, loan or other transfer of any Security. In the event that Custodian or any Subcustodian is required under applicable law to pay any Tax on behalf of the Fund, Custodian is hereby authorized to withdraw cash from any cash account in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate Subcustodian or other withholding agent, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Fund of the additional amount of cash (in the appropriate currency) required, and the Fund shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. In the event that Custodian reasonably believes that Fund is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Fund under any applicable law, Custodian shall, or shall instruct the applicable Subcustodian or withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Fund all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty. In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, Custodian and the applicable Subcustodian shall have no responsibility for the accuracy or validity of any forms or documentation provided by the Fund to Custodian hereunder. The Fund hereby agrees to indemnify and hold harmless Custodian and each Subcustodian in respect of any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of the Fund, its successors and assigns notwithstanding the termination of this Agreement.

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9. (a) For the purpose of settling Securities and foreign exchange transactions, the Fund shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, “sufficient immediately available funds” shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency, to settle the transaction. Custodian shall provide the Fund with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as the Fund may specify to Custodian.

(b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a BNY Affiliate acting as principal or otherwise through customary banking channels. The Fund may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian may establish rules or limitations concerning any foreign exchange facility made available to the Fund. The Fund shall bear all risks of investing in Securities or holding cash denominated in a foreign currency.

(c) To the extent that Custodian has agreed to provide pricing or other information services in connection with this Agreement, Custodian is authorized to utilize any vendor (including brokers and dealers of Securities) reasonably believed by Custodian to be reliable to provide such information. The Fund understands that certain pricing information with respect to complex financial instruments ( e.g. , derivatives) may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where vendors do not provide information for particular Securities or other property, an Authorized Person may advise Custodian in a Certificate regarding the fair market value of, or provide other information with respect to, such Securities or property as determined by it in good faith. Custodian shall not be liable for any loss, damage or expense incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder.

10. Until such time as Custodian receives a certificate to the contrary with respect to a particular Security, Custodian may release the identity of the Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and shareholder.

ARTICLE IV

PURCHASE AND SALE OF SECURITIES;

CREDITS TO ACCOUNT

1. Promptly after each purchase or sale of Securities by the Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or with respect to a purchase or sale of a Security generally required to be settled on the same day the purchase or sale is made, Oral Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian.

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2. The Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. The Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities.

3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Custodian’s actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be “final” until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

ARTICLE V

OVERDRAFTS OR INDEBTEDNESS

1. If Custodian should in its sole discretion advance funds on behalf of any Series which results in an overdraft (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Series, as set forth in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Series, including any indebtedness to The Bank of New York under the Fund’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Series payable on demand and shall bear interest from the date incurred at a rate per annum ordinarily charged by Custodian to its institutional customers, as such rate may be adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Series at any time held by Custodian for the benefit of such Series or in which such Series may have an interest which is then in Custodian’s possession or control or in possession or control of any third party acting in Custodian’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Series’ credit on Custodian’s books.

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2. If the Fund borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Fund shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Series to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the ‘40 Act and the Fund’s prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Fund shall cause all Securities released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Fund fails to specify in a Certificate the Series, the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Securities.

ARTICLE VI

SALE AND REDEMPTION OF SHARES

1. Whenever the Fund shall sell any shares issued by the Fund (“Shares”) it shall deliver to Custodian a Certificate or Instructions specifying the amount of money and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Series.

2. Upon receipt of such money, Custodian shall credit such money to an Account in the name of the Series for which such money was received.

3. Except as provided hereinafter, whenever the Fund desires Custodian to make payment out of the money held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions specifying the total amount to be paid for such Shares. Custodian shall make payment of such total amount to the transfer agent specified in such Certificate or Instructions out of the money held in an Account of the appropriate Series.

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4. Notwithstanding the above provisions regarding the redemption of any Shares, whenever any Shares are redeemed pursuant to any check redemption privilege which may from time to time be offered by the Fund, Custodian, unless otherwise instructed by a Certificate or Instructions, shall, upon presentment of such check, charge the amount thereof against the money held in the Account of the Series of the Shares being redeemed, provided, that if the Fund or its agent timely advises Custodian that such check is not to be honored, Custodian shall return such check unpaid.

ARTICLE VII

PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

1. Whenever the Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Series specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.

2. Upon the payment date specified in such Instructions or Certificate, Custodian shall pay out of the money held for the account of such Series the total amount payable to the dividend agent of the Fund specified therein.

ARTICLE VIII

CONCERNING CUSTODIAN

1. (a) Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees (collectively, “Losses”), incurred by or asserted against the Fund, except those Losses arising out of Custodian’s own negligence or willful misconduct. Custodian shall have no liability whatsoever for the action or inaction of any Depositories or of any Foreign Depositories, except in each case to the extent such action or inaction is a direct result of the Custodian’s failure to fulfill its duties hereunder. With respect to any Losses incurred by the Fund as a result of the acts or any failures to act by any Subcustodian (other than a BNY Affiliate), Custodian shall take appropriate action to recover such Losses from such Subcustodian; and Custodian’s sole responsibility and liability to the Fund shall be limited to amounts so received from such Subcustodian (exclusive of costs and expenses incurred by Custodian). In no event shall Custodian be liable to the Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall BNY or any Subcustodian be liable: ( i ) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian and reasonably believed by Custodian to be given by an Authorized Person; ( ii ) for acting in accordance with Instructions without reviewing the same; ( iii ) for conclusively presuming that all Instructions are given only by person(s) duly authorized; ( iv ) for conclusively presuming that all disbursements of cash directed by the Fund, whether by a Certificate, an Oral Instruction, or an Instruction, are in accordance with Section 2(i) of Article II hereof; ( v ) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Securities or market conditions which prevent the transfer of property or execution of Securities transactions or affect the value of property; ( vi ) for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; (vii) for the insolvency of any Subcustodian (other than a BNY Affiliate), any Depository, or, except to the extent such action or inaction is a direct result of the Custodian’s failure to fulfill its duties hereunder, any Foreign Depository; or ( viii ) for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit, prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Securities, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event, and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the account of the Fund, and Custodian may treat any account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies.

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(b) Custodian may enter into subcontracts, agreements and understandings with any BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder.

(c) The Fund agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian’s performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by the Fund; provided however, that the Fund shall not indemnify Custodian for those Losses arising out of Custodian’s own negligence or willful misconduct. This indemnity shall be a continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of this Agreement.

2. Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not be liable for:

(a) Any Losses incurred by the Fund or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Securities, or Securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market;

(b) The validity of the issue of any Securities purchased, sold, or written by or for the Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor;

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(c) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor;

(d) The legality of the declaration or payment of any dividend or distribution by the Fund;

(e) The legality of any borrowing by the Fund;

(f) The legality of any loan of portfolio Securities, nor shall Custodian be under any duty or obligation to see to it that any cash or collateral delivered to it by a broker, dealer or financial institution or held by it at any time as a result of such loan of portfolio Securities is adequate security for the Fund against any loss it might sustain as a result of such loan, which duty or obligation shall be the sole responsibility of the Fund. In addition, Custodian shall be under no duty or obligation to see that any broker, dealer or financial institution to which portfolio Securities of the Fund are lent makes payment to it of any dividends or interest which are payable to or for the account of the Fund during the period of such loan or at the termination of such loan, provided, however that Custodian shall promptly notify the Fund in the event that such dividends or interest are not paid and received when due;

(g) The sufficiency or value of any amounts of money and/or Securities held in any Special Account in connection with transactions by the Fund; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Fund of any variation margin payment or similar payment which the Fund may be entitled to receive from such broker, dealer, futures commission merchant or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant or clearing member is the amount the Fund is entitled to receive, or to notify the Fund of Custodian’s receipt or non-receipt of any such payment; or

(h) Whether any Securities at any time delivered to, or held by it or by any Subcustodian, for the account of the Fund and specifically allocated to a Series are such as properly may be held by the Fund or such Series under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by the Fund, whether or not involving Custodian, are such transactions as may properly be engaged in by the Fund.

3. Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice of counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice.

4. Custodian shall be under no obligation to take action to collect any amount payable on Securities in default, or if payment is refused after due demand and presentment.

5. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.

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6. The Fund shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at Custodian’s standard rates for such services as may be applicable. The Fund shall reimburse Custodian for all costs associated with the conversion of the Fund’s Securities hereunder and the transfer of Securities and records kept in connection with this Agreement. The Fund shall also reimburse Custodian for out-of-pocket expenses which are a normal incident of the services provided hereunder.

7. Custodian has the right to debit any cash account for any amount payable by the Fund in connection with any and all obligations of the Fund to Custodian. In addition to the rights of Custodian under applicable law and other agreements, at any time when the Fund shall not have honored any of its obligations to Custodian, Custodian shall have the right without notice to the Fund to retain or set-off, against such obligations of the Fund, any Securities or cash Custodian or a BNY Affiliate may directly or indirectly hold for the account of the Fund, and any obligations (whether matured or unmatured) that Custodian or a BNY Affiliate may have to the Fund in any currency or Composite Currency Unit. Any such asset of, or obligation to, the Fund may be transferred to Custodian and any BNY Affiliate in order to effect the above rights.

8. The Fund agrees to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. The Fund agrees that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian. If the Fund elects to transmit Instructions through an on-line communications system offered by Custodian, the Fund’s use thereof shall be subject to the Terms and Conditions attached as Appendix I hereto, and Custodian shall provide user and authorization codes, passwords and authentication keys only to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.

9. The books and records pertaining to the Fund which are in possession of Custodian shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the ‘40 Act and the rules thereunder. The Fund, or its authorized representatives, shall have access to such books and records during Custodian’s normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by Custodian to the Fund or its authorized representative. Upon the reasonable request of the Fund, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.

10. It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect. The Custodian shall provide the Fund with any report obtained by the Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as the Fund may reasonably request from time to time.

11. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Custodian in connection with this Agreement.

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ARTICLE IX

TERMINATION

1. Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after the date of giving of such notice. In the event such notice is given by the Fund, it shall be accompanied by a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, electing to terminate this Agreement and designating a successor custodian or custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. In the event such notice is given by Custodian, the Fund shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, designating a successor custodian or custodians. In the absence of such designation by the Fund, Custodian may designate a successor custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and money then owned by the Fund and held by it as Custodian, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled.

2. If a successor custodian is not designated by the Fund or Custodian in accordance with the preceding Section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and money then owned by the Fund be deemed to be its own custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund to hold such Securities hereunder in accordance with this Agreement.

ARTICLE X

MISCELLANEOUS

1. The Fund agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates or Oral Instructions of such present Authorized Persons.

2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at 100 Church Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if addressed to the Fund and received by it at its offices at ***, or at such other place as the Fund may from time to time designate in writing.

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4. Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.

5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Fund and any amendment to Appendix I hereto need be signed only by Custodian. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.

6. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and Custodian hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Fund and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

7. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

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IN WITNESS WHEREOF , the Fund and Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

	*


	By: /s/ Brooks H. Cullen

	Title: Vice President

	Tax Identification No: 65-1262647


	THE BANK OF NEW YORK


	By: /s/ Edward G. McGann

	Title: Edward G. McGann
	Managing Director

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SCHEDULE I

CERTIFICATE OF AUTHORIZED PERSONS

(The Fund - Oral and Written Instructions)

The undersigned hereby certifies that he/she is the duly elected and acting ________________________ of * (the “Fund”), and further certifies that the following officers or employees of the Fund have been duly authorized in conformity with the Fund’s Declaration of Trust and By-Laws to deliver Certificates and Oral Instructions to The Bank of New York (“Custodian”) pursuant to the Custody Agreement between the Fund and Custodian dated _______________, and that the signatures appearing opposite their names are true and correct:

James P. Cullen Name	President Title	/s/ James P. Cullen Signature
John Gould Name	Vice President Title	/s/ John C. Gould Signature
Rahul Sharma Name	Secretary Title	/s/ Rahul Sharma Signature
Brenda Pons Name	Treasurer Title	/s/ Brenda S. Pons Signature
Brooks Cullen Name	Vice President Title	/s/ Brooks H. Cullen Signature
Name	Title	Signature
Name	Title	Signature

This certificate supersedes any certificate of Authorized Persons you may currently have on file.

[seal]

By: /s/ James P. Cullen

Title:

Date:

SCHEDULE II

SERIES

APPENDIX I

THE BANK OF NEW YORK

ON-LINE COMMUNICATIONS SYSTEM (THE “SYSTEM”)

TERMS AND CONDITIONS

1. License; Use . Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person the Fund of software enabling the Fund to obtain access to the System (the “Software”), Custodian grants to the Fund a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). The Fund shall use the Software solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund with respect to the Software. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Software, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Software may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect to the Software inconsistent with the foregoing acknowledgments, nor shall you attempt to decompile, reverse engineer or modify the Software. The Fund may not copy, sell, lease or provide, directly or indirectly, any of the Software or any portion thereof to any other person or entity without Custodian’s prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. The Fund shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian’s request.

2. Equipment . The Fund shall obtain and maintain at its own cost and expense all equipment and services, including but not limited to communications services, necessary for it to utilize the Software and obtain access to the System, and Custodian shall not be responsible for the reliability or availability of any such equipment or services.

3. Proprietary Information . The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

4. Modifications . Custodian reserves the right to modify the Software from time to time and the Fund shall install new releases of the Software as Custodian may direct. The Fund agrees not to modify or attempt to modify the Software without Custodian’s prior written consent. The Fund acknowledges that any modifications to the Software, whether by the Fund or Custodian and whether with or without Custodian’s consent, shall become the property of Custodian.

5. NO REPRESENTATIONS OR WARRANTIES . CUSTODIAN AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, SERVICES OR ANY DATABASE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FUND ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND ANY DATABASE ARE PROVIDED “AS IS.” IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE FUND MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL.

6. Security; Reliance; Unauthorized Use . The Fund will cause all persons utilizing the Software and System to treat all applicable user and authorization codes, passwords and authentication keys with extreme care, and it will establish internal control and safekeeping procedures to restrict the availability of the same to persons duly authorized to give Instructions. Custodian is hereby irrevocably authorized to act in accordance with and rely on Instructions received by it through the System. The Fund acknowledges that it is its sole responsibility to assure that only persons duly authorized use the System and that Custodian shall not be responsible nor liable for any unauthorized use thereof.

7. System Acknowledgments . Custodian shall acknowledge through the System its receipt of each transmission communicated through the System, and in the absence of such acknowledgment Custodian shall not be liable for any failure to act in accordance with such transmission and the Fund may not claim that such transmission was received by Custodian.

8. EXPORT RESTRICTIONS . EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED STATES LAW. THE FUND MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER, TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER COUNTRY. IF CUSTODIAN DELIVERED THE SOFTWARE TO THE FUND OUTSIDE OF THE UNITED STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE EXPORTER ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED. The Fund hereby authorizes Custodian to report its name and address to government agencies to which Custodian is required to provide such information by law.

9. ENCRYPTION . The Fund acknowledges and agrees that encryption may not be available for every communication through the System, or for all data. The Fund agrees that Custodian may deactivate any encryption features at any time, without notice or liability to the Fund, for the purpose of maintaining, repairing or troubleshooting the System or the Software.

CULLEN FUNDS TRUST

ADDENDUM TO THE

FUND ADMINISTRATION SERVICING AGREEMENT

THIS ADDENDUM (the “Addendum”) dated as of August 7, 2007, to the Fund Administration Servicing Agreement, dated as of June 28, 2000, as amended January 1, 2002, November 20, 2005 and April 13, 2006 (the “Agreement”), is entered by and between CULLEN FUNDS TRUST , a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC , a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into a Fund Administration Servicing Agreement, as amended; and

WHEREAS, the parties desire to modify said Agreement; and

WHEREAS, Paragraph 6 of the Agreement allows for its modification by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree the following provisions shall be added following Section 12 of the Agreement:

13.	Additional Services to be provided by USBFS

The Trust desires USBFS to provide, and USBFS agrees to provide, the services that are listed below (each, a “System”). Each System is described and may be subject to additional terms and conditions specified in its respective exhibit noted below, as such may be amended from time to time:

Eagle Portal (Appendix I)

The Trust hereby acknowledges that exhibits are an integral part of this Agreement and, to the extent services included in Appendix I are selected by the Trust, such services shall also be subject to the terms of this Agreement. To the extent the terms and conditions of this Agreement conflict with the terms and conditions included in Appendix I , as applicable, the exhibits shall control. The provisions of Appendix I , as applicable, shall continue in effect for as long as this Agreement remains in effect, unless sooner terminated pursuant to Section 6 hereof.

14.	System Maintenance

The Trust understands that USBFS will perform periodic maintenance to the System(s), which may cause temporary service interruptions. To the extent possible, USBFS shall notify the Trust of all planned outages and will perform any necessary maintenance during non-business hours.

15.	Additional Representations and Warranties

The parties hereby warrant that neither party shall knowingly insert into any interface, other software, or other program provided by such party to the other hereunder, any “back door,” “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “virus” or other computer software code or routines or hardware components designed to disable, damage or impair the operation of any system, program or operation hereunder. For failure to comply with this warranty, the non-complying party shall immediately replace all copies of the affected work product, system or software. All costs incurred with replacement including, but not limited to, cost of media, shipping, deliveries and installation, shall be borne by such party.

16.	Proprietary Rights

A. The Trust acknowledges and agrees that by virtue of accessing the System(s), it shall not obtain any rights in or to any of the software, templates, screen and file formats, interface protocols, formats and development tools and instructions, hardware, processes, trade secrets, instruction manuals, enrollment authorization, authentication and other business processes, proprietary information or distribution and communication networks used to allow access to the System(s) owned by or licensed to USBFS. Any interface and other software or programs provided to the Trust in order to provide connectivity to the System(s) shall be used by the Trust only for the period during which this Agreement is in effect and only in accordance with the terms of this Agreement, and shall not be used by the Trust to provide connectivity to or through any other system or person without USBFS’s prior written approval. The Trust shall not copy, decompile or reverse engineer any software or programs provided to the Trust hereunder. The Trust also agrees not to take any action which would mask, delete or otherwise alter any on-screen disclaimers and copyright, trademark and service mark notifications, or any “point and click” features relating to acknowledgment and acceptance of such disclaimers and notifications.

B. The Trust agrees that USBFS would not have an adequate remedy at law in the event of the Trust’s breach or threatened breach of its obligations under this Section 5 of this Agreement and that USBFS would suffer irreparable injury and damage as a result of any such breach. Accordingly, in the event the Trust breaches or threatens to breach the obligations set forth in this Section of this Agreement, in addition to and not in lieu of any legal or other remedies USBFS may pursue hereunder or under applicable law, the Trust hereby consents to the granting of equitable relief (including the issuance of a temporary restraining order, preliminary injunction or permanent injunction) against it by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bond or other security therefor, prohibiting any such breach or threatened breach. In any proceeding upon a motion for such equitable relief, the Trust’s ability to answer in damages shall not be interposed as a defense to the granting of such equitable relief. The provisions of this Section relating to equitable relief shall survive termination of this Agreement.

C. Each party acknowledges and agrees that it obtains no rights in or to any of the software, hardware, processes, trade secrets, and proprietary information or distribution and communication networks of the other hereunder. Except in the normal course of business and in conformity with Federal copyright law or with the other party’s consent, neither party nor any of its affiliates shall disclose, use, copy, decompile or reverse engineer any software or other programs provided to such party by the other in connection herewith.

17.	Additions to Standard of Care; Indemnification; Limitation of Liability

A. USBFS shall not be liable for any loss or damages resulting from fraudulent, unauthorized, or otherwise improper use of any identification or security codes or systems access mechanisms assigned by USBFS in connection with access to the System(s), except a loss or damages arising out of or relating to the USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, gross negligence, or willful misconduct in the performance of its duties under this Agreement.

B. The Trust understands that certain services made available through the System(s) are provided through the use of the equipment, software, and other related services pursuant to certain contracts between various vendors and USBFS. The Trust agrees to release and hold harmless USBFS against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) (collectively, “Liabilities”) which may arise from or by reason of the Trust’s use of such equipment, software or services provided by such vendors to USBFS, except Liabilities arising out of or relating to the USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, gross negligence, or willful misconduct in the performance of its duties under this Agreement.

C. USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE SERVICE(S). Accordingly, USBFS’s sole liability to the Trust or any third party (including end users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the System(s) to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the System(s) as promptly as is reasonably possible.

D. Because the ability of USBFS to deliver the System(s) is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the System(s) by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBFS or its affiliates) or of any third parties involved in the System(s) and shall not be liable for the selection of any such third party, unless USBFS selected the third party in bad faith or in a grossly negligent manner.

18.	Warranties

The Trust acknowledges that it is responsible for determining the suitability and accuracy of the information provided through its access to the System(s). USBFS MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SUITABILITY AND ACCURACY OF THE SYSTEM(S). However, USBFS will assist the Trust in verifying the accuracy of any of the information available to the Trust through the System(s).

19.	Addition to File Security and Retention; Confidentiality

USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Trust’s data bases, files, and other information provided by the Trust to USBFS for use with the System(s), the names of end users or end user transaction or account data (collectively, “Trust Files”). USBFS’s security provisions with respect to the System(s), the Trust’s web site(s) and the Trust Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Trust Files maintained by USBFS for the Trust hereunder shall be available for inspection by the Trust’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will not use, or permit the use of, names of end users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the System(s).

Appendix I

Eagle Portal (a/k/a “Advisor Information Source, or “AIS”) for the Cullen Funds Trust

USBFS utilizes the Eagle Portal, a web-based report delivery system that generates holdings, position, and tax reports. Data from IDC, CPORT, S&P, and GICs populate the data warehouse from which reports are generated. Reports can be customer run or scheduled for automatic delivery to a portal inbox. This is an internal software application which is maintained and monitored by internal staff.

Duties and Responsibilities of USBFS

USBFS shall:

Provide access to the System 24 hours a day, 7 days a week, subject to scheduled maintenance and events outside of USBFS’s reasonable control. Unless an emergency is encountered, no routine maintenance will occur during the hours of 8:00 a.m. to 3:00 p.m. Central Time.

Supply necessary software to access the System, if necessary.

Provide training and connectivity support as outlined in the standard pricing model included herein.

Maintain and support the System, which shall include providing error corrections, minor enhancements and interim upgrades to the System and providing help desk support to provide assistance to the Trust’s employees and agents with their use of the System. Maintenance and support, as used herein, shall not include (i) access to or use of any substantial added functionality, new interfaces, new architecture, new platforms, new versions or major development efforts, unless made generally available by USBFS to System customers, as determined solely by USBFS or (ii) maintenance of customized features.

Provide monthly invoices of fees as stated in the standard pricing model or the fee schedule

Establish systems to guide assist and permit End Users (as defined below) who access the System from the Trust’s web site(s) to electronically perform inquiries and create and transmit transaction requests to USBFS.

Address and mail, at the Trust’s expense, notification and promotional mailings and other communications provided by the Trust to shareholders regarding the availability of the System.

Issue to each shareholder, financial adviser or other person or entity who desires to make inquiries concerning the Trust or perform transactions in accounts with the Trust using the System (the “End User”) a unique user ID and password for authentication purposes, which may be changed upon an End User’s reasonable request in accordance with policies to be determined by USBFS and the Trust. USBFS will require the End User to use his/her user ID and password in order to access the System.

Utilize encryption and secure transport protocols intended to prevent fraud and ensure confidentiality of End User accounts and transactions. In no event shall USBFS use encryption weaker than a 40-bit RC4 Stream. USBFS will take reasonable actions, including periodic scans of Internet interfaces and the System, to protect the Internet web site that provides the System and related network, against viruses, worms and other data corruption or disabling devices, and unauthorized, fraudulent or illegal use, by using appropriate virus detection and destructive software and by adopting such other security procedures as may be necessary.

Establish and provide to the Trust written procedures, which may be amended from time to time by USBFS with the written consent of the Trust, regarding End User access to the System. Such written procedures shall establish security standards for the System, including, without limitation:

(1)

Encryption/secure transport protocols.

(2)

End User lockout standards (e.g., lockout after three unsuccessful attempts to gain access to the System).

(3)

User ID and password issuance and reissuance standards.

(4)

Access standards, including limits on access to End Users whose accounts are coded for privilege.

(5)

Automatic logoff standards (e.g., if the session is inactive for longer than 15 minutes).

Ensure that the HTTPS Server is accessible via the Internet.

Duties and Responsibilities of the Trust

The Trust shall:

Provide and maintain, at its own expense, one or more personal computers for accessing the System that will accommodate and be compatible with the software provided by USBFS.

Follow any and all procedures necessary to access the System as may be set forth in any user guide or instruction manual provided and which may be amended or supplemented from time to time.

Provide for the security of all codes and system access mechanisms relating to the System and implement such security procedures and/or devices to ensure the integrity of the System when accessed by the Trust from its principal place of business.

The Trust hereby acknowledges that all programs, software, manuals and other written information relating to the System shall remain the exclusive property of USBFS at all times.

The Trust acknowledges that it is responsible for determining the suitability and accuracy of the information obtained through its access to the System. USBFS MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SUITABILITY AND ACCURACY OF FUND DATA, SYSTEMS, INDUSTRY INFORMATION AND PROCESSES ACCESSED THROUGH THE SYSTEM. However, USBFS will assist the Trust in verifying the accuracy of any of the information made available to the Trust through the System and covered by this Agreement.

In the event of termination of this Agreement, the Trust shall immediately end its access to the System and return all codes, system access mechanisms, programs, manuals and other written information to USBFS, and shall destroy or erase all such information on any diskettes or other storage medium, unless such access continues to be permitted pursuant to a separate agreement between the Trust and USBFS that is in effect.

Assume exclusive responsibility for the consequences of any instructions it may give to USBFS, for the Trust’s or End Users’ failure to properly access the System in the manner prescribed by USBFS, and for the Trust’s failure to supply accurate information to USBFS.

Promptly notify USBFS of any problems or errors with the System of which the Trust becomes aware or any changes in policies or procedures of the Trust requiring changes to the System.

Comply, and instruct End Users to comply, with all the End User enrollment and authorization procedures.

Obtain and pay for connectivity to the HTTPS Server.

Have the proper equipment and software to enable End Users to access the HTTPS Server and download the files and obtain all related maintenance, including support in the event of download problems.

FEES: No additional fees for the Advisor Information Services

Except to the extent supplemented hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF , the parties hereto have caused this Addendum to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

CULLEN FUNDS TRUST	U.S. BANCORP FUND SERVICES, LLC


By: /s/ Steven M. Mullooly	By: /s/ Joe D. Redwine

Printed Name: Steven M. Mullooly	Printed Name: Joe D. Redwine

Title: CCO	Title: President

CULLEN FUNDS TRUST

AMENDMENT TO THE

FUND ADMINISTRATION SERVICING AGREEMENT

THIS AMENDMENT (the “Amendment”) dated as of November 25, 2008, to the Fund Administration Servicing Agreement, dated as of June 28, 2000, (the "Agreement"), as amended, is entered into by and between CULLEN FUNDS TRUST , a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC , a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into an Agreement, as amended; and

WHEREAS, the Trust desires to amend the fee schedule to add additional tax services; and

WHEREAS, Paragraph 6 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit B of the Agreement is hereby superseded and replaced with Exhibit B attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

CULLEN FUNDS TRUST	U.S. BANCORP FUND SERVICES, LLC


By: /s/ Jeff Battaglia	By: /s/ Joe D. Redwine

Printed Name: Jeff Battaglia	Printed Name: Joe D. Redwine

Title: Treasurer	Title: President

Exhibit B

Fund Administration Servicing Agreement – Cullen Funds Trust

FUND ADMINISTRATION & COMPLIANCE SERVICES

FEE SCHEDULE at November, 2008

Domestic Funds

Annual fee based on assets per fund*

[__] basis points on the first $[__] million

[__] basis points on the next $[__] million

[__] basis points thereafter

Minimum annual fee: $[__] first fund; $[__] each

additional fund

Extraordinary services – quoted separately

Multiple classes – Add the following per class:

[__]basis point at each level

$[__] per class minimum

Annual legal administration – Add:

[__] basis point at each level

$[__] additional minimum

Plus out-of-pocket expenses, including but not

limited to:

● Postage, Stationery

● Programming, Special Reports

● Proxies, Insurance

● EDGAR filing

● Retention of records

● Federal and state regulatory filing fees

● Certain insurance premiums

● Expenses from board of director meetings

● Auditing and legal expenses

● Blue Sky conversion expenses (if necessary)

● All other out-of-pocket expenses

Fees are billed monthly

* Subject to CPI increase, Milwaukee MSA

International Funds

Annual fee based on assets per fund*

[__] basis points on the first $[__] million

[__] basis points on the next $[__] million

[__] basis points thereafter

Minimum annual fee: $[__] per fund

Extraordinary services – quoted separately

Multiple classes – Add the following per class:

[__] basis point at each level

$[__] per fund minimum

Annual legal administration – Add:

[__] basis point at each level

$[__] additional minimum

● Plus out-of-pocket expenses, including but not limited to:

● Postage, Stationery

● Programming, Special Reports

● Proxies, Insurance

● EDGAR filing

● Retention of records

● Federal and state regulatory filing fees

● Certain insurance premiums

● Expenses from board of director meetings

● Auditing and legal expenses

● Blue Sky conversion expenses (if necessary)

● All other out-of-pocket expenses

*Subject to CPI increase

CCO support services -- $[__] per year (subject to CPI increase)

TAX SERVICES:

Preparation and signing of tax returns beginning with the fiscal year ended June 30, 2009 for the Cullen High Dividend Equity Fund and the Cullen International High Dividend Fund: $[__] per year for each of the two Funds.

CULLEN FUNDS TRUST

AMENDMENT TO THE

FUND ADMINISTRATION SERVICING AGREEMENT

THIS AMENDMENT dated as of February 2, 2009, to the Fund Administration Servicing Agreement, dated as of June 28, 2000, as amended (the "Agreement"), is entered into by and between CULLEN FUNDS TRUST , a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC , a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into an Agreement, as amended; and

WHEREAS, the Trust intends to add additional Fund classes; and

WHEREAS, Section 6 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

CULLEN FUNDS TRUST	U.S. BANCORP FUND SERVICES, LLC


By: /s/ Jeff Battaglia	By: /s/ Michael R. McVoy

Printed Name: Jeff Battaglia	Printed Name: Michael R. McVoy

Title: CFO	Title: Executive Vice President

Exhibit A

to the

Fund Administration Servicing Agreement

Fund Names

Separate Series of Cullen Funds Trust

Name of Series	Date Added
Cullen High Dividend Equity Fund	08/01/03
Cullen High Dividend Equity Fund C	10/05/04
Cullen High Dividend Equity Fund I	10/05/04
Cullen High Dividend Equity Fund R 1	03/01/09
Cullen High Dividend Equity Fund R 2	03/01/09
Cullen International High Dividend Fund	12/01/05
Cullen International High Dividend Fund C	12/01/05
Cullen International High Dividend Fund I	12/01/05
Cullen International High Dividend Fund R 1	03/01/09
Cullen International High Dividend Fund R 2	03/01/09

CULLEN FUNDS TRUST

AMENDMENT TO THE

TRANSFER AGENT SERVICING AGREEMENT

THIS AMENDMENT dated as of February 2, 2009, to the Transfer Agent Servicing Agreement, dated as of November 30, 2005, as amended (the "Agreement"), is entered into by and between CULLEN FUNDS TRUST , a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC , a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into an Agreement; and

WHEREAS, the Trust intends to create additional Fund classes; and

WHEREAS, Section 12 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

CULLEN FUNDS TRUST	U.S. BANCORP FUND SERVICES, LLC


By: /s/ Jeff Battaglia	By: /s/ Michael R. McVoy

Printed Name: Jeff Battaglia	Printed Name: Michael R. McVoy

Title: CFO	Title: Executive Vice President

Exhibit A

to the

Transfer Agent Servicing Agreement

Fund Names

Separate Series of Cullen Funds Trust

Name of Series	Date Added
Cullen High Dividend Equity Fund	08/01/03
Cullen High Dividend Equity Fund C	10/05/04
Cullen High Dividend Equity Fund I	10/05/04
Cullen High Dividend Equity Fund R 1	03/01/09
Cullen High Dividend Equity Fund R 2	03/01/09
Cullen International High Dividend Fund	12/01/05
Cullen International High Dividend Fund C	12/01/05
Cullen International High Dividend Fund I	12/01/05
Cullen International High Dividend Fund R 1	03/01/09
Cullen International High Dividend Fund R 2	03/01/09

FUND ACCOUNTING SERVICING AGREEMENT

THIS AGREEMENT is made and entered into this 12 day of Sept., 2005, by and between CULLEN FUNDS TRUST , a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC , a Wisconsin limited liability company (“USBFS”).

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and is authorized to issue shares of beneficial interest in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, USBFS is, among other things, in the business of providing mutual fund accounting services to investment companies; and

WHEREAS, the Trust desires to retain USBFS to provide accounting services to each series of the Trust listed on Exhibit A hereto (as amended from time to time) (each a “Fund” and collectively, the “Funds”).

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1.	Appointment of USBFS as Fund Accountant

The Trust hereby appoints USBFS as fund accountant of the Trust on the terms and conditions set forth in this Agreement, and USBFS hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of USBFS shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against USBFS hereunder.

2.	Services and Duties of USBFS

USBFS shall provide the following accounting services to the Fund:

Portfolio Accounting Services:

(1)

Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Fund’s investment adviser.

(2)

For each valuation date, obtain prices from a pricing source approved by the board of trustees of the Trust (the “Board of Trustees”) and apply those prices to the portfolio positions. For those securities where market quotations are not readily available, the Board of Trustees shall approve, in good faith, procedures for determining the fair value for such securities.

(3)

Identify interest and dividend accrual balances as of each valuation date and calculate gross earnings on investments for each accounting period.

(4)

Determine gain/loss on security sales and identify them as short-term or long-term; account for periodic distributions of gains or losses to shareholders and maintain undistributed gain or loss balances as of each valuation date.

(5)

On a daily basis, reconcile cash of the Fund with the Fund’s custodian.

(6)

Transmit a copy of the portfolio valuation to the Fund’s investment adviser daily.

(7)

Review the impact of current day’s activity on a per share basis, and review changes in market value.

Expense Accrual and Payment Services:

(1)

For each valuation date, calculate the expense accrual amounts as directed by the Trust as to methodology, rate or dollar amount.

(2)

Process and record payments for Fund expenses upon receipt of written authorization from the Trust.

(3)

Account for Fund expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by USBFS and the Trust.

(4)

Provide expense accrual and payment reporting.

Fund Valuation and Financial Reporting Services:

(1)

Account for Fund share purchases, sales, exchanges, transfers, dividend reinvestments, and other Fund share activity as reported by the Fund’s transfer agent on a timely basis.

(2)

Apply equalization accounting as directed by the Trust.

(3)

Determine net investment income (earnings) for the Fund as of each valuation date. Account for periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each valuation date.

(4)

Maintain a general ledger and other accounts, books, and financial records for the Fund in the form as agreed upon.

(5)

Determine the net asset value of the Fund according to the accounting policies and procedures set forth in the Fund's current prospectus.

(6)

Calculate per share net asset value, per share net earnings, and other per share amounts reflective of Fund operations at such time as required by the nature and characteristics of the Fund.

(7)

Communicate to the Trust, at an agreed upon time, the per share net asset value for each valuation date.

(8)

Prepare monthly reports that document the adequacy of accounting detail to support month-end ledger balances.

(9)

Prepare monthly security transactions listings.

Tax Accounting Services:

(1)

Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”).

(2)

Maintain tax lot detail for the Fund’s investment portfolio.

(3)

Calculate taxable gain/loss on security sales using the tax lot relief method designated by the Trust.

(4)

Provide the necessary financial information to calculate the taxable components of income and capital gains distributions to support tax reporting to the shareholders.

Compliance Control Services:

(1)

Support reporting to regulatory bodies and support financial statement preparation by making the Fund's accounting records available to the Trust, the Securities and Exchange Commission (the “SEC”), and the independent accountants.

(2)

Maintain accounting records according to the 1940 Act and regulations provided thereunder.

(3)

Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required of the Trust pursuant to the Sarbanes-Oxley Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein.

(4)

Cooperate with the Trust’s independent accountants and take all reasonable action in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion on the Fund’s financial statements without any qualification as to the scope of their examination.

3.	License of Data; Warranty; Termination of Rights

The valuation information and evaluations being provided to the Trust by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary to valuing the Trust’s assets and reporting to regulatory bodies (the “License”). The Trust does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Trust’s right to use the Data cannot be passed to or shared with any other entity.

The Trust acknowledges the proprietary rights that USBFS and its suppliers have in the Data.

THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER.

USBFS may stop supplying some or all Data to the Trust if USBFS’s suppliers terminate any agreement to provide Data to USBFS. Also, USBFS may stop supplying some or all Data to the Trust if USBFS reasonably believes that the Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBFS’s suppliers demand that the Data be withheld from the Trust. USBFS will provide notice to the Trust of any termination of provision of Data as soon as reasonably possible.

4.	Pricing of Securities

For each valuation date, USBFS shall obtain prices from a pricing source recommended by USBFS and approved by the Board of Trustees and apply those prices to the portfolio positions of the Fund. For those securities where market quotations are not readily available, the Board of Trustees shall approve, in good faith, procedures for determining the fair value for such securities.

If the Trust desires to provide a price that varies from the price provided by the pricing source, the Trust shall promptly notify and supply USBFS with the price of any such security on each valuation date. All pricing changes made by the Trust will be in writing and must specifically identify the securities to be changed by CUSIP, name of security, new price or rate to be applied, and, if applicable, the time period for which the new price(s) is/are effective.

In the event that the Trust at any time receives Data containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply: (i) evaluated securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is significant professional disagreement about which method is best. No evaluation method, including those used by USBFS and its suppliers, may consistently generate approximations that correspond to actual “traded” prices of the securities; (ii) methodologies used to provide the pricing portion of certain Data may rely on evaluations; however, the Trust acknowledges that there may be errors or defects in the software, databases, or methodologies generating the evaluations that may cause resultant evaluations to be inappropriate for use in certain applications; and (iii) the Trust assumes all responsibility for edit checking, external verification of evaluations, and ultimately the appropriateness of using Data containing evaluations, regardless of any efforts made by USBFS and its suppliers in this respect.

5.	Changes in Accounting Procedures

Any resolution passed by the Board of Trustees that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by USBFS.

6.	Changes in Equipment, Systems, Etc.

USBFS reserves the right to make changes from time to time, as it deems advisable, relating to its systems, programs, rules, operating schedules and equipment, so long as such changes do not adversely affect the services provided to the Trust under this Agreement.

7.	Compensation

USBFS shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time). USBFS shall also be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by USBFS in performing its duties hereunder. The Trust shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Trust shall notify USBFS in writing within 30 calendar days following receipt of each invoice if the Trust is disputing any amounts in good faith. The Trust shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Trust is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Trust to USBFS shall only be paid out of the assets and property of the particular Fund involved.

8.	Representations and Warranties

The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

(1)

It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(2)

This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and

(3)

It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

(1)

(2)

This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and

(3)

9.	Standard of Care; Indemnification; Limitation of Liability

USBFS shall exercise reasonable care in the performance of its duties under this Agreement. Neither USBFS nor its suppliers shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or any third party in connection with its duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS’s control, except a loss arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS and its suppliers from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that USBFS or its suppliers may sustain or incur or that may be asserted against USBFS or its suppliers by any person arising out of or related to (X) any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, as approved by the Board of Trustees of the Trust, or (Y) the Data, or any information, service, report, analysis or publication derived therefrom, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “USBFS” shall include USBFS’s directors, officers and employees.

The Trust acknowledges that the Data are intended for use as an aid to institutional investors, registered brokers or professionals of similar sophistication in making informed judgments concerning securities. The Trust accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection of the Data, its selection of the use or intended use of such, and any results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors.

USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS’s refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of USBFS, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Trust” shall include the Trust’s directors, officers and employees.

In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Moreover, USBFS shall provide the Trust, at such times as the Trust may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of USBFS relating to the services provided by USBFS under this Agreement.

Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

In no case shall either party be liable to the other for (i) any special, indirect or consequential damages, loss of profits or goodwill (even if advised of the possibility of such); (ii) any delay by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power supply; or (iii) any claim that arose more than one year prior to the institution of suit therefor.

In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor’s prior written consent.

The indemnity and defense provisions set forth in this Section 9 shall indefinitely survive the termination and/or assignment of this Agreement.

If USBFS is acting in another capacity for the Trust pursuant to a separate agreement, nothing herein shall be deemed to relieve USBFS of any of its obligations in such other capacity.

10.	Notification of Error

The Trust will notify USBFS of any discrepancy between USBFS and the Trust, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three business days after receipt of any reports rendered by USBFS to the Trust; (ii) three business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three business days after receiving notice from any shareholder regarding any such discrepancy.

11.	Data Necessary to Perform Services

The Trust or its agent shall furnish to USBFS the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.

12.	Proprietary and Confidential Information

USBFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present, or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of USBFS or any of its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph.

Further, USBFS will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

The Trust, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

13.

Records

USBFS shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Trust, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. USBFS agrees that all such records prepared or maintained by USBFS relating to the services to be performed by USBFS hereunder are the property of the Trust and will be preserved, maintained, and made available in accordance with such applicable sections and rules of the 1940 Act and will be promptly surrendered to the Trust or its designee on and in accordance with its request.

14.	Compliance with Laws

The Trust has and retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with the 1940 Act, the Code, the SOX Act, the USA Patriot Act of 2002 and the policies and limitations of the Fund relating to its portfolio investments as set forth in its current prospectus and statement of additional information. USBFS’s services hereunder shall not relieve the Trust of its responsibilities for assuring such compliance or the Board of Trustee’s oversight responsibility with respect thereto.

15.	Term of Agreement; Amendment

This Agreement shall become effective as of the date first written above and will continue in effect for a period of three (3) years. Subsequent to the initial three-year term, this Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Trust, and authorized or approved by the Board of Trustees.

16.	Duties in the Event of Termination

In the event that, in connection with termination, a successor to any of USBFS’s duties or responsibilities hereunder is designated by the Trust by written notice to USBFS, USBFS will promptly, upon such termination and at the expense of the Trust, transfer to such successor all relevant books, records, correspondence and other data established or maintained by USBFS under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which USBFS has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from USBFS’s personnel in the establishment of books, records and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Trust.

17.	Assignment

This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the written consent of USBFS, or by USBFS without the written consent of the Trust accompanied by the authorization or approval of the Trust’s Board of Trustees.

18.	Governing Law

This Agreement shall be construed in accordance with the laws of the State of Wisconsin, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC thereunder.

19.	No Agency Relationship

Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.

20.	Services Not Exclusive

Nothing in this Agreement shall limit or restrict USBFS from providing services to other parties that are similar or identical to some or all of the services provided hereunder.

21.	Invalidity

Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

22.

Notices

Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other party’s address set forth below:

Notice to USBFS shall be sent to:

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

and notice to the Trust shall be sent to:

Cullen Funds Trust

Cullen Capital Management

645 Fifth Avenue, 7 th floor

New York, NY 10022

23.	Multiple Originals

This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.

CULLEN FUNDS TRUST	U.S. BANCORP FUND SERVICES, LLC

By: /s/ Brooks H. Cullen	By: /s/ Joe D. Redwine

Printed Name: Brooks H. Cullen	Printed Name: Joe D. Redwine

Title: VP	Title: President

Exhibit A

to the Cullen Funds Trust

Fund Accounting Servicing Agreement

Fund Names

Separate Series of Cullen Funds Trust

Name of Series	Date Added
Cullen High Dividend Equity Fund	08/01/03
Cullen High Dividend Equity Fund C	10/05/04
Cullen High Dividend Equity Fund I	10/05/04

A-1

FUND ACCOUNTING

CULLEN FUNDS TRUST

ANNUAL FEE SCHEDULE at 9/12/05

Domestic Equity Funds

Cullen High Dividend Equity Fund

$ [__] for the first $ [__] million

[__] basis points on next $ [__] million

[__] basis points on the balance

Domestic Balanced Funds*

$ [__] for the first $ [__] million

[__] basis points on the next $ [__] million

[__] basis point on the balance

Domestic Fixed Income Funds*

Funds of Funds*

Short or Derivative Funds*

International Equity Funds*

Tax-exempt Money Market Funds*

$ [__] for the first $ [__] million

[__] basis points on the next $ [__] million

[__] basis point on the balance

Taxable Money Market Funds*

$ [__] for the first $ [__] million

[__] basis point on the next $ [__] million

[__] basis point on the balance

International Income Funds*

$ [__] for the first $ [__] million

[__] basis points on the next $ [__] million

[__] basis points on the balance

* Subject to CPI increase, Milwaukee MSA.

Multiple Classes

Each class is an additional [__] % of the charge

of the initial class.

Master/Feeder Funds

Each master and feeder is charged according to

the schedule.

Multiple Manager Funds

Additional base fee:

$ [__] per manager/sub-advisor per fund

Extraordinary services - quoted separately

Conversion Estimate – one month’s fee (if

necessary)

NOTE- All schedules subject to change

depending upon the use of derivatives – options,

futures, short sales, etc.

All fees are billed monthly plus out-of-pocket

expenses, including pricing, corporate action,

and factor services:

● [__] Domestic and Canadian Equities

● [__] Options

● [__] Corp/Gov/Agency Bonds

● [__] CMO's

● [__] International Equities and Bonds

● [__] Municipal Bonds

● [__] Money Market Instruments

● [__] /fund/month - Mutual Fund Pricing

● [__] /equity Security/Month Corporate

Actions

● $ [__] /month Manual Security Pricing

(> [__] /day)

● Factor Services (BondBuyer)

● $ [__] /CMO/month

● $ [__] /Mortgage Backed/month

● $ [__] /month Minimum Per Fund

Group

CULLEN FUNDS TRUST

AMENDMENT TO THE

FUND ACCOUNTING SERVICING AGREEMENT

THIS AMENDMENT dated as of November 30, 2005, to the Fund Accounting Servicing Agreement, dated as of September 12, 2005 (the "Agreement"), is entered by and between CULLEN FUNDS TRUST , a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC , a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into a Fund Accounting Servicing Agreement; and

WHEREAS, the Trust intends to create additional funds and desires to amend the fee schedule; and

WHEREAS, the Trust and USBFS desire to extend said Agreement to apply to the recently added funds and the fees of the added funds; and

WHEREAS, Paragraph 15 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibits A and B of the Agreement are hereby superceded and replaced with Exhibits A and B attached hereto.

Except to the extent supplemented hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

CULLEN FUNDS TRUST	U.S. BANCORP FUND SERVICES, LLC


By: /s/ James P. Cullen	By: /s/ Joe D. Redwine

Printed Name: James P. Cullen	Printed Name: Joe D. Redwine

Title: President	Title: President

Exhibit A

to the

Fund Accounting Servicing Agreement

Fund Names

Separate Series of Cullen Funds Trust

Name of Series	Date Added
Cullen High Dividend Equity Fund	08/01/03
Cullen High Dividend Equity Fund C	10/05/04
Cullen High Dividend Equity Fund I	10/05/04
Cullen International High Dividend Fund – Retail Class	Effective on or
Cullen International High Dividend Fund – Class C	About 12/1/05
Cullen International High Dividend Fund – Class I

Exhibit B

Fund Accounting Servicing Agreement

FUND ACCOUNTING

CULLEN FUNDS TRUST

ANNUAL FEE SCHEDULE

Domestic Equity Funds:

Cullen High Dividend Equity Fund

$[__] for the first $[__] million

[__] basis points on next $[__] million

[__] basis points on the balance

Multiple Classes

Each class is an additional [__]% of the charge

of the initial class.

International Equity Funds*:

Cullen International High Dividend Fund

$[__] for the first $[__] million

[__] basis points on the next $[__] million

[__] basis point on the balance

Multiple Classes

Each class is an additional $[__].

Domestic Balanced Funds*

$[__] for the first $[__] million

[__] basis points on the next $[__] million

[__] basis point on the balance

Domestic Fixed Income Funds*

Funds of Funds*

Short or Derivative Funds*

Tax-exempt Money Market Funds*

$[__] for the first $[__] million

[__] basis points on the next $[__] million

[__] basis point on the balance

Taxable Money Market Funds*

$[__] for the first $[__] million

[__] basis point on the next $[__] million

[__] basis point on the balance

International Income Funds*

$[__] for the first $[__] million

[__] basis points on the next $[__] million

[__] basis points on the balance

* Subject to CPI increase, Milwaukee MSA.

Master/Feeder Funds

Each master and feeder is charged according to the

schedule.

Multiple Manager Funds

Additional base fee:

$[__] per manager/sub-advisor per fund

Extraordinary services - quoted separately

Conversion Estimate – one month’s fee (if necessary)

NOTE- All schedules subject to change depending

upon the use of derivatives – options, futures, short

sales, etc.

All fees are billed monthly plus out-of-pocket

expenses, including pricing, corporate action, and

factor services:

● $[__] Domestic and Canadian Equities

● $[__] Options

● $[__] Corp/Gov/Agency Bonds

● $[__] CMO's

● $[__] International Equities and Bonds

● $[__] Municipal Bonds

● $[__] Money Market Instruments

● $[__] /fund/month - Mutual Fund Pricing

● $[__] /equity Security/Month Corporate

Actions

● $[__] /month Manual Security Pricing

(>[__]/day)

● Factor Services (BondBuyer)

● $[__] /CMO/month

● $ [__] /Mortgage Backed/month

● $[__] month Minimum Per Fund Group

CULLEN FUNDS TRUST

AMENDMENT TO THE

FUND ACCOUNTING SERVICING AGREEMENT

THIS AMENDMENT dated as of February 2, 2009, to the Fund Accounting Servicing Agreement, dated as of September 12, 2005, as amended (the "Agreement"), is entered into by and between CULLEN FUNDS TRUST , a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC , a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into an Agreement; and

WHEREAS, the Trust intends to create additional Fund classes; and

WHEREAS, Section 15 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

CULLEN FUNDS TRUST	U.S. BANCORP FUND SERVICES, LLC


By: /s/ Jeff Battaglia	By: /s/ Michael R. McVoy

Printed Name: Jeff Battaglia	Printed Name: Michael R. McVoy

Title: CFO	Title: Executive Vice President

Exhibit A

to the

Fund Accounting Servicing Agreement

Fund Names

Separate Series of Cullen Funds Trust

Name of Series	Date Added
Cullen High Dividend Equity Fund	08/01/03
Cullen High Dividend Equity Fund C	10/05/04
Cullen High Dividend Equity Fund I	10/05/04
Cullen High Dividend Equity Fund R 1	03/01/09
Cullen High Dividend Equity Fund R 2	03/01/09
Cullen International High Dividend Fund	12/01/05
Cullen International High Dividend Fund C	12/01/05
Cullen International High Dividend Fund I	12/01/05
Cullen International High Dividend Fund R 1	03/01/09
Cullen International High Dividend Fund R 2	03/01/09

POWER OF ATTORNEY

Each of the undersigned officers and Trustees of Cullen Funds Trust (the “Trust”) hereby appoint James P. Cullen, a Trustee and an officer of the Trust, with power of substitution or resubstitution, their true and lawful attorney-in-fact and agent (“Attorney-in-Fact”), with the power and authority to do any and all acts and things and to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable in furtherance of the business and affairs of the Trust and relating to compliance by the Trust with the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (hereafter “Acts”), and any rules, regulations or requirements of the Securities and Exchange Commission (hereafter “SEC”) in respect thereof, filing by the Trust of any and all Registration Statements on Form N-14 or Form N-1A pursuant to the Acts and any amendments thereto, including applications for exemptive orders, rulings, or filings of proxy materials (together “SEC filings”), signing in the name and on behalf of the undersigned as an officer or Trustee, as applicable, of the Trust any and all such SEC filings, and the undersigned do hereby ratify and confirm all that said Attorney-in-Fact shall do or cause to be done by virtue thereof .

By signing this Power of Attorney, each of the undersigned officers and Trustees hereby revoke and rescind any earlier Power of Attorney signed by them in connection with their role as an officer or Trustee, as applicable, of the Trust.

The undersigned officers and Trustees hereby execute this Power of Attorney, which may be executed in multiple counterparts, all of which taken together shall constitute one original, as of this 12 th day of February, 2009.

Name	Title
/s/ James P. Cullen James P. Cullen	Trustee, President
/s/ Dr. Curtis J. Flanagan Dr. Curtis J. Flanagan	Trustee
/s/ Matthew J. Dodds Matthew J. Dodds	Trustee
/s/ Robert J. Garry Robert J. Garry	Trustee
/s/ Stephen G. Fredericks Stephen G. Fredericks	Trustee
/s/ Jeff T. Battaglia Jeff T. Battaglia	Treasurer
/s/ John C. Gould John C. Gould	Vice President
/s/ Brooks H. Cullen Brooks H. Cullen	Vice President
/s/ Rahul D. Sharma Rahul D. Sharma	Secretary

[ Cullen Capital Management, LLC Letterhead ]

February 12, 2009

Cullen Funds Trust

645 Fifth Avenue

New York, NY 10022

Attn: Board of Trustees

Re: Cullen High Dividend Equity Fund Operating Expenses

Ladies and Gentleman:

This letter is to confirm certain matters relating to the expenses associated with, respectively, Retail Class, Class C, Class I, Class R1 and Class R2 shares of the Cullen High Dividend Equity Fund (the “Fund”), a series of the Cullen Funds Trust, a Delaware business trust (the “Trust”).

Pursuant to the Investment Advisory Agreement dated August 1, 2003, between the Trust, on behalf of the Fund, and Cullen Capital Management LLC, a Delaware limited liability company (“the Adviser”)(the “Agreement”), until October 31, 2009, the Adviser agrees to reimburse the Fund, or to waive fees that would otherwise be payable by the Fund to the Adviser, such that the total expenses borne by the Retail Class, Class C, Class I, Class R1 and Class R2 shares of the Fund, including the Adviser’s fee but excluding Acquired Fund Fees and Expenses (“AFFE”), interest, taxes, and extraordinary expenses, shall not in any year exceed 1.00%, 1.75%, 0.75%, 1.50%, and 1.20% respectively, of the average net asset value of such respective Class for such year, based on a determination of the net asset value of such respective Class on the last business day of each month of the year. To the extent that the Adviser reimburses the Fund or waives fees otherwise payable by the Fund to the Adviser during any year with respect to the Retail Class, Class C, Class I, Class R1 or Class R2 shares of the Fund, and the total expenses borne by such respective Class, including the Adviser’s fee and any such reimbursement but excluding Acquired Fund Fees and Expenses (“AFFE”), interest, taxes, and extraordinary expenses does not exceed 1.00%, 1.75% 0.75%, 1.50% and 1.25% respectively, during any of the following three years, the Fund agrees to reimburse the Adviser for such reimbursements or fee waivers to the extent of such difference. Any amounts that may be payable by the Fund to the Adviser after the third year following the year of any such reimbursement or fee waiver by the Adviser to the Fund shall be extinguished and the Fund shall have no further obligation to pay the Adviser for such reimbursement or fee waiver.

	Very truly yours,

	CULLEN CAPITAL MANAGEMENT, LLC


	By: /s/ Jeff Battaglia
	Name: Jeff Battaglia
	Title: CFO, Treasurer

[ Cullen Capital Management, LLC Letterhead ]

February 12, 2009

Cullen Funds Trust

645 Fifth Avenue

New York, NY 10022

Attn: Board of Trustees

Re: Cullen International High Dividend Fund Operating Expenses

Ladies and Gentleman:

This letter is to confirm certain matters relating to the expenses associated with, respectively, Retail Class, Class C, Class I, Class R1 and Class R2 shares of the Cullen International High Dividend Equity Fund (the “Fund”), a series of the Cullen Funds Trust, a Delaware business trust (the “Trust”).

Pursuant to the Investment Advisory Agreement dated November 30, 2005, between the Trust, on behalf of the Fund, and Cullen Capital Management LLC, a Delaware limited liability company (“the Adviser”)(the “Agreement”), until October 31,2009, the Adviser agrees to reimburse the Fund, or to waive fees that would otherwise be payable by the Fund to the Adviser, such that the total expenses borne by the Retail Class, Class C, Class I, Class R1 and Class R2 shares of the Fund, including the Adviser’s fee but excluding Acquired Fund Fees and Expenses (“AFFE”), interest, taxes, and extraordinary expenses, shall not in any year exceed 1.25%, 2.00%, 1.00%, 1.50%, and 1.20% respectively, of the average net asset value of such respective Class for such year, based on a determination of the net asset value of such respective Class on the last business day of each month of the year. To the extent that the Adviser reimburses the Fund or waives fees otherwise payable by the Fund to the Adviser during any year with respect to the Retail Class, Class C, Class I, Class R1 or Class R2 shares of the Fund, and the total expenses borne by such respective Class, including the Adviser’s fee and any such reimbursement but excluding Acquired Fund Fees and Expenses (“AFFE”), interest, taxes, and extraordinary expenses does not exceed 1.25%, 2.00% 1.00%, 1.75% and 1.50% respectively, during any of the following three years, the Fund agrees to reimburse the Adviser for such reimbursements or fee waivers to the extent of such difference. Any amounts that may be payable by the Fund to the Adviser after the third year following the year of any such reimbursement or fee waiver by the Adviser to the Fund shall be extinguished and the Fund shall have no further obligation to pay the Adviser for such reimbursement or fee waiver.

	Very truly yours,

	CULLEN CAPITAL MANAGEMENT, LLC


	By: / s/ Jeff Battaglia
	Name: Jeff Battaglia
	Title: CFO, Treasurer

CULLEN FUNDS TRUST

SHAREHOLDER SERVICING PLAN

THIS SHAREHOLDER SERVICING PLAN, dated as of February 12, 2009, is with respect to Cullen Funds Trust, a Delaware statutory trust (the “Trust”), and each series of the Trust listed in Exhibit A as attached hereto and which may be amended from time to time (each a “Fund” and collectively, the “Funds”), and the advisor of the Funds, Cullen Capital Management, LLC (the “Advisor”).

WITNESSETH

WHEREAS, the Trust is engaged in business as an open-end, management investment company and is registered under the Investment Company Act of 1940, as amended (collectively, with the rules and regulations promulgated thereunder, the “1940 Act”); and

WHEREAS, the Trust has adopted this Shareholder Servicing Plan (the “Plan”) with respect to each Fund’s Class R1 and Class R2 shares, which authorizes each Fund to compensate plan administrators or other intermediaries (collectively, “Service Organizations”) for providing certain account administration services to participants in retirement plans that are beneficial owners of such shares.

NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Plan on the following terms and conditions:

Pursuant to the Plan, each Fund may enter into agreements with Service Organizations that administer or provide services to retirement plans that purchase Class R1 or Class R2 shares of the respective Funds (“Service Agreements”). Under such Service Agreements, the Service Organizations may: (a) act, directly or through an agent, as the shareholder of record and nominee for all plan participants, (b) maintain account records for each plan participant that beneficially owns Class R1 or Class R2 shares of the respective Funds, (c) process orders to purchase, redeem and exchange Class R1 or Class R2 shares on behalf of plan participants, and handle the transmission of funds representing the purchase price or redemption proceeds and (d) address plan participant questions regarding their accounts and the respective Funds.

The amount of compensation payable to the Service Organization during any one year for services under the Plan with respect to Class R1 and Class R2 shares shall not exceed 0.25% of the respective Fund's average daily net assets attributable to Class R1 and Class R2 shares attributable to such Services Organization. Conflict of interest restrictions (including the Employee Retirement Income Security Act of 1974) may apply to a Service Organization's receipt of compensation paid by the respective Funds in connection with the investment of fiduciary funds in Class R1 and Class R2 shares. Service Organizations are urged to consult legal advisers before investing fiduciary assets in Class R1 and Class R2 shares.

Nothing herein contained shall be deemed to require the Trust to take any action contrary to its Agreement and Declaration of Trust, as it may be amended or restated from time to time, By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound; or to relieve or deprive the Trust’s Board of Trustees of the responsibility for and control of the conduct of the affairs of the Funds; it being understood that actions taken pursuant to Section 1 shall not be considered such an action described above.

This Plan shall become effective upon approval by a vote of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan (the “Qualified Trustees”), such votes to be cast in person at a meeting called for the purpose of voting on this Plan.

This Plan will remain in effect indefinitely, provided that such continuance is “specifically approved at least annually” by a vote of both a majority of the Trustees of the Trust and a majority of the Qualified Trustees. If such annual approval is not obtained, this Plan shall expire on the annual anniversary of the adoption of this Plan following the last such approval.

This Plan may be amended at any time by the Board of Trustees; provided that this Plan may not be amended to increase materially the limitations on the annual percentage of average net assets that may be expended hereunder as to either Class R1 or Class R2 shares of either Fund without the approval of holders of a “majority of the outstanding voting securities” of Class R1 or Class R2 shares, as applicable, of the respective Fund and may not be materially amended in any case without a vote of a majority of both the Trustees and the Qualified Trustees. This Plan may be terminated at any time by a vote of a majority of the Qualified Trustees or by a vote of the holders of a “majority of the outstanding voting securities” of Class R1 or Class R2 shares, as applicable, of the respective Fund.

7.	The Advisor shall provide to the Trust’s Board of Trustees, and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made.

8.	While this Plan is in effect, the selection and nomination of Qualified Trustees shall be committed to the discretion of the Trustees who are not “interested persons” of the Trust.

9.	For the purposes of this Plan, the terms “interested persons,” “majority of the outstanding voting securities” and “specifically approved at least annually” are used as defined in the 1940 Act.

10.

The Trust shall preserve copies of this Shareholder Servicing Plan, and each agreement related hereto, and each report referred to in Paragraph 7 hereof (collectively, the “Records”), for a period of not less than six (6) years from the end of the fiscal year in which such Records were made, the first two (2) years in an easily accessible place.

11.	This Plan shall be construed in accordance with the laws of the State of New York and the applicable provisions of the 1940 Act.

12.	If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

Exhibit A

to the Cullen Funds Trust

Shareholder Servicing Plan

Fund Names

Separate Series of Cullen Funds Trust

Class R1 and Class R2 Shares

Name of Series	Date Added
Cullen High Dividend Equity Fund	February 12 , 2009
Cullen International High Dividend Fund	February 12, 2009

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated August 29, 2008, relating to the financial statements and financial highlights which appears in the June 30, 2008 Annual Report to Shareholders of Cullen Funds Trust which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Shareholder Reports” and "Independent Registered Public Accounting Firm" in such Registration Statement.

Milwaukee, Wisconsin

April 21, 2009

November 30, 2005

Board of Trustees

Cullen Funds Trust

645 Fifth Avenue

New York, NY 10022

Re:

Subscription for Shares of the Cullen International High Dividend Fund (the “Fund”)

Dear Trustees:

James P. Cullen offers to purchase from Cullen Funds Trust 100 Retail Class shares of beneficial interest, 100 Class C shares of beneficial interest and 48,800 Class I shares of beneficial interest of the Fund at a price of $10.00 per share for an aggregate purchase price of $500,000 cash, all such shares to be validly issued, fully paid and non-assessable upon issuance of such shares and receipt of said payment by the Fund.

These shares are not being purchased with any present intent of distributing or reselling the same to the public, and will be held for investment by Cullen Funds Trust.

	Sincerely,

	/s/ James P. Cullen
	James P. Cullen

Accepted and Agreed to this 30 th

day of November, 2005.

Cullen Funds Trust

By: /s/ John C. Gould

Name: John C. Gould

Title: E xecutive Vice President

Cullen Funds Trust

Cullen High Dividend Equity Fund

Class R1 and R2 Shares

DISTRIBUTION PLAN

(12b-1 Plan)

The following Distribution Plan (the "Plan") has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Act"), by Cullen Funds Trust (the "Trust"), a Delaware statutory trust, on behalf of Cullen High Dividend Equity Fund (the “Fund”), a series of the Trust, with respect to the Class R1 and R2 shares of the Fund. The Plan has been approved by a majority of the Trust's Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any Rule 12b-1 Agreement (as defined below) (the "Disinterested Trustees"), cast in person at a meeting called for the purpose of voting on such Plan.

In approving the Plan, the Board of Trustees determined that adoption of the Plan would be prudent and in the best interests of the Fund and its Class R1 and R2 shareholders. Such approval by the Board of Trustees included a determination, in the exercise of its reasonable business judgment and in light of its fiduciary duties, that there is a reasonable likelihood that the Plan will benefit the Fund and its Class R1 and R2 shareholders.

The Trust is a statutory trust organized under the laws of the State of Delaware, is authorized to issue different series and classes of securities, and is an open-end management investment company registered under the Act. Quasar Distributors, LLC (the "Distributor") is the principal underwriter and distributor for the shares of the Fund, including Class R1 and R2 shares of the Fund, pursuant to the Distribution Agreement between the Distributor and the Trust on behalf of the Fund (the "Distribution Agreement").

The provisions of the Plan are as follows:

1.	PAYMENTS BY CLASS R1 AND R2 SHARES OF THE FUND TO PROMOTE THE SALE OF CLASS R1 AND R2 FUND SHARES

In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement, all with respect to Class R1 and R2 shares, the Trust shall pay to the Distributor, out of the assets of Class R1 and R2 shares, a fee in connection with distribution-related services of up to 0.50% and 0.25%, respectively, on an annualized basis of the average daily net assets of such Class R1 and R2 shares, as may be determined by the Trust's Board of Trustees or agreed by the Distributor from time to time. The Distributor may pay all or a portion of these fees to any registered securities dealer, financial institution or any other person (the "Recipient") who renders assistance in distributing or promoting the sale of shares, or who provides certain shareholder services, pursuant to a written agreement (the "Rule 12b-1 Agreement") with respect to the Class R1 and R2 shares. Payment of these fees shall be made pursuant to the terms of a written distribution agreement between the Trust and the Distributor.

2.	USE OF PAYMENTS

The Distributor shall use the monies paid to it to assist in the distribution and promotion of Class R1 and R2 shares. Payments made to the Distributor under the Plan may be used for, among other things, printing and distribution of prospectuses and reports used for sales purposes, expenses of preparing and distributing sales literature and related expenses, advertisements and other distribution-related expenses, including a pro-rated portion of the compensation related to sales and marketing personnel, and other overhead expenses of the Distributor attributable to the distribution of Class R1 and R2 shares, as well as for additional distribution fees paid to securities dealers and others, who have executed agreements with the Trust or the Distributor, the forms of which have been approved from time to time by vote of a majority of the Trust’s Board of Trustees and of the Disinterested Trustees. In addition, such fees may be used to pay for advancing the commission costs to dealers or others with respect to the sale of Class R1 and R2 shares.

3.	QUARTERLY REPORTS

The Distributor shall provide to the Board of Trustees, and the Trustees shall review at least quarterly, a written report of all amounts expended pursuant to the Plan. This report shall include the identity of the Recipient of each payment and the purpose for which the amounts were expended and such other information as the Board of Trustees may reasonably request.

4.	EFFECTIVE DATE AND DURATION OF THE PLAN

The Plan shall become effective as of the date Class R1 and R2 shares are first offered upon approval by the vote of a majority of the Board of Trustees, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on the approval of the Plan. The Plan shall continue in effect for a period of one year from its effective date unless terminated pursuant to its terms. Thereafter, the Plan shall continue from year to year, provided that such continuance is approved at least annually by a vote of a majority of the Board of Trustees, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such continuance. The Plan, or any Rule 12b-1 Agreement, as to either Class R1 or Class R2, may be terminated at any time, without penalty, on not more than sixty (60) days written notice by a majority of the outstanding voting securities of Class R1 or R2 shares, as applicable, or by vote of a majority of the Disinterested Trustees.

5.	SELECTION OF DISINTERESTED TRUSTEES

During the period in which the Plan is effective, the selection and nomination of those Trustees who are Disinterested Trustees of the Trust shall be committed to the discretion of the Disinterested Trustees.

6.	FUND GOVERNANCE STANDARDS

During the period in which the Plan is effective, the Board of Trustees shall comply with the definition of fund governance standards as defined in Rule 0-1(a)(7) under the Act.

7.	AMENDMENTS

All material amendments of the Plan shall be in writing and shall be approved by a vote of a majority of the Board of Trustees, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such amendment. In addition, the Plan may not be amended as to either Class R1 or Class R2 to increase materially the amount to be expended hereunder with respect to such Class without approval by vote of a majority of the outstanding voting securities of Class R1 or R2, as applicable.

8.	RECORDKEEPING

The Trust shall preserve copies of the Plan, any Rule 12b-1 Agreement and all reports made pursuant to Section 3 for a period of not less than six years from the date of the Plan, any such Rule 12b-1 Agreement or such reports, as the case may be, the first two years in an easily accessible place.

9.	CLASS R1 AND R2 OBLIGATIONS

Consistent with the limitation of shareholder liability as set forth in the Trust's Declaration of Trust, any obligation assumed by Class R1 or R2 shares of the Fund pursuant to this Plan and any agreement related to this Plan shall be limited in all cases to Class R1 or R2 shares of the Fund, as applicable, and its respective assets and shall not constitute an obligation of any shareholder of the Trust or of any other class of the Fund, any other series of the Trust or any other class of such series.

Cullen Funds Trust

Cullen International High Dividend Fund

Retail Class Shares

DISTRIBUTION PLAN

(12b-1 Plan)

The following Distribution Plan (the "Plan") has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Act"), by Cullen Funds Trust (the "Trust"), a Delaware trust, on behalf of the Cullen International High Dividend Fund (the "Fund"), a series of the Trust. The Plan has been approved by a majority of the Trust's Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any Rule 12b-1 Agreement (as defined below) (the "Disinterested Trustees"), cast in person at a meeting called for the purpose of voting on such Plan.

In approving the Plan, the Board of Trustees determined that adoption of the Plan would be prudent and in the best interests of the Fund and its shareholders. Such approval by the Board of Trustees included a determination, in the exercise of its reasonable business judgment and in light of its fiduciary duties, that there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders.

The provisions of the Plan are as follows:

1.	PAYMENTS BY THE FUND TO PROMOTE THE SALE OF FUND SHARES

(a) The Trust, on behalf of the Fund, may pay the distributor, as determined by the Trust (the "Distributor"), as a principal underwriter of the Fund's shares, a distribution fee of up to 0.25% of the average daily net assets of the Fund in connection with the promotion and distribution of Fund shares and the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, and the printing and mailing of sales literature. The Distributor may pay all or a portion of these fees to any registered securities dealer, financial institution or any other person (the "Recipient") who renders assistance in distributing or promoting the sale of shares, or who provides certain shareholder services, pursuant to a written agreement (the "Rule 12b-1 Agreement") with respect to the Fund. Payment of these fees shall be made pursuant to the terms of a written distribution agreement between the Trust and the Distributor.

(b) No Rule 12b-1 Agreement shall be entered into with respect to the Fund and no payments shall be made pursuant to any Rule 12b-1 Agreement, unless such Rule 12b-1 Agreement is in writing and the form of which has first been delivered to and approved by a vote of a majority of the Trust's Board of Trustees, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such Rule 12b-1 Agreement. The form of Rule 12b-1 Agreement relating to the Fund attached hereto as Appendix A has been approved by the Trust's Board of Trustees as specified above.

(c) Any Rule 12b-1 Agreement shall describe the services to be performed by the Recipient and shall specify the amount of, or the method for determining, the compensation to the Recipient.

2.	QUARTERLY REPORTS

3.	EFFECTIVE DATE AND DURATION OF THE PLAN

The Plan shall become effective immediately upon approval by the vote of a majority of the Board of Trustees, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on the approval of the Plan. The Plan shall continue in effect for a period of one year from its effective date unless terminated pursuant to its terms. Thereafter, the Plan shall continue with respect to the Fund from year to year, provided that such continuance is approved at least annually by a vote of a majority of the Board of Trustees, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such continuance. The Plan, or any Rule 12b-1 Agreement, may be terminated with respect to the Fund at any time, without penalty, on not more than sixty (60) days’ written notice by a majority vote of shareholders of such Fund, or by vote of a majority of the Disinterested Trustees.

4.	SELECTION OF DISINTERESTED TRUSTEES

5.	AMENDMENTS

All material amendments of the Plan shall be in writing and shall be approved by a vote of a majority of the Board of Trustees, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such amendment. In addition, the Plan may not be amended to increase materially the amount to be expended by the Fund hereunder without the approval by a majority vote of shareholders of the Fund affected thereby.

6.	RECORDKEEPING

The Trust shall preserve copies of the Plan, any Rule 12b-1 Agreement and all reports made pursuant to Section 2 for a period of not less than six years from the date of this Plan, any such Rule 12b-1 Agreement or such reports, as the case may be, the first two years in an easily accessible place.

Cullen Funds Trust

Cullen International High Dividend Fund

Class C Shares

DISTRIBUTION PLAN

(12b-1 Plan)

The following Distribution Plan (the "Plan") has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Act"), by Cullen Funds Trust (the "Trust"), a Delaware statutory trust, on behalf of Cullen International High Dividend Fund (the “Fund”), a series of the Trust, with respect to the Class C shares of the Fund. The Plan has been approved by a majority of the Trust's Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any Rule 12b-1 Agreement (as defined below) (the "Disinterested Trustees"), cast in person at a meeting called for the purpose of voting on such Plan.

In approving the Plan, the Board of Trustees determined that adoption of the Plan would be prudent and in the best interests of the Fund and its Class C shareholders. Such approval by the Board of Trustees included a determination, in the exercise of its reasonable business judgment and in light of its fiduciary duties, that there is a reasonable likelihood that the Plan will benefit the Fund and its Class C shareholders.

The Trust is a statutory trust organized under the laws of the State of Delaware, is authorized to issue different series and classes of securities, and is an open-end management investment company registered under the Act. Quasar Distributors, LLC (the "Distributor") is the principal underwriter and distributor for the shares of the Fund, including Class C shares of the Fund, pursuant to the Distribution Agreement between the Distributor and the Trust on behalf of the Fund (the "Distribution Agreement").

The provisions of the Plan are as follows:

1.	PAYMENTS BY CLASS C OF THE FUND TO PROMOTE THE SALE OF CLASS C FUND SHARES

(a) In consideration for the services provided and the expenses incurred by Quasar Distributors, LLC [the Distributor pursuant to the Distribution Agreement], all with respect to Class C shares, the Trust shall pay to the Distributor, out of the assets of Class C, a fee in connection with distribution-related services of up to 0.75% on an annualized basis of the average daily net assets of such Class, as may be determined by the Trust's Board of Trustees or agreed by the Distributor from time to time.

(b) In addition to the amounts described in (a) above, the Trust shall pay, out of the assets of Class C, (i) to the Distributor for payment to dealers or others, or (ii) directly to others, an amount of up to 0.25% on an annualized basis of the average daily net assets of such Class, as may be determined by the Trust’s Board of Trustees from time to time, as a service fee pursuant to dealer or servicing agreements which have been approved from time to time by vote of a majority of the Trust’s Board of Trustees and of the Disinterested Trustees.

2.	USE OF PAYMENTS

(a) The Distributor shall use the monies paid to it pursuant to paragraph l (a) above to assist in the distribution and promotion of Class C shares. Payments made to the Distributor under the Plan may be used for, among other things, printing and distribution of prospectuses and reports used for sales purposes, expenses of preparing and distributing sales literature and related expenses, advertisements and other distribution-related expenses, including a pro-rated portion of the compensation related to sales and marketing personnel, and other overhead expenses of the Distributor attributable to the distribution of Class C shares, as well as for additional distribution fees paid to securities dealers and others, who have executed agreements with the Trust or the Distributor, the forms of which have been approved from time to time by vote of a majority of the Trust’s Board of Trustees and of the Disinterested Trustees. In addition, such fees may be used to pay for advancing the commission costs to dealers or others with respect to the sale of Class C shares.

(b) The monies to be paid pursuant to paragraph 1(b) above shall be used to pay dealers or others for, among other things, furnishing personal services and maintaining shareholder accounts, which services include assisting in establishing and maintaining customer accounts and records; assisting with purchase and redemption requests; confirming that customers have received the Prospectus and Statement of Additional Information, if applicable; assisting customers in maintaining proper

records with the Trust; answering questions relating to their respective accounts; and aiding in maintaining the investment of their respective customers in Class C. Any amounts paid under this paragraph 2(b) shall be paid pursuant to a servicing or other agreement, the form of which has been approved from time to time by vote of a majority of the Trust’s Board of Trustees, and of the Disinterested Trustees.

3.	QUARTERLY REPORTS

The Distributor shall report to the Trust at least quarterly on the amount and the use of the monies paid to it under paragraph 1(a) above. In addition, the Distributor and others shall inform the Trust quarterly and in writing of the amounts paid under paragraph 1(b) above; both the Distributor and any others receiving fees under the Plan shall furnish the Board of Trustees of

the Trust with such other information as the Board may reasonably request in connection with the payments made under the Plan with respect to Class C and the use thereof by the Distributor and others in order to enable the Board to make an informed determination of the amount of the Trust's payments and whether the Plan should be continued with respect to Class C.

The Officers of the Trust shall provide to the Board of Trustees, and the Trustees shall review, at least quarterly, a written report of all amounts expended pursuant to the Plan. This report shall include the identity of the recipient of each payment and the purpose for which the amounts were expended and such other information as the Board of Trustees may reasonably request.

4.	EFFECTIVE DATE AND DURATION OF THE PLAN

The Plan shall become effective as if the date Class C shares are first offered upon approval by the vote of a majority of the Board of Trustees, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on the approval of the Plan. The Plan shall continue in effect for a period of one year from its effective date unless terminated pursuant to its terms. Thereafter, the Plan shall continue from year to year, provided that such continuance is approved at least annually by a vote of a majority of the Board of Trustees, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such continuance. The Plan, or any Rule 12b-1 Agreement, may be terminated at any time, without penalty, on not more than sixty (60) days’ written notice by a majority of the outstanding voting securities of Class C, or by vote of a majority of the Disinterested Trustees.

5.	SELECTION OF DISINTERESTED TRUSTEES

During the period in which the Plan is effective, the selection and nomination of the those Trustees who are Disinterested Trustees of the Trust shall be committed to the discretion of the Disinterested Trustees.

6.	FUND GOVERNANCE STANDARDS

During the period in which the Plan is effective, the Board of Trustees shall comply with the definition of fund governance standards as defined in Rule 0-1(a)(7) under the Act.

7.	AMENDMENTS

All material amendments of the Plan shall be in writing and shall be approved by a vote of a majority of the Board of Trustees, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such amendment. In addition, the Plan may not be amended to increase materially the amount to be expended hereunder without approval by vote of a majority of the outstanding voting securities of Class C.

8.	RECORDKEEPING

The Trust shall preserve copies of the Plan, any Rule 12b-1 Agreement and all reports made pursuant to Section 2 for a period of not less than six years from the date of the Plan, any such Rule 12b-1 Agreement or such reports, as the case may be, the first two years in an easily accessible place.

9.	CLASS C OBLIGATIONS

Consistent with the limitation of shareholder liability as set forth in the Trust's Declaration of Trust, any obligation assumed by Class C of the Fund pursuant to this Plan and any agreement related to this Plan shall be limited in all cases to Class C of the Fund and its assets and shall not constitute an obligation of any shareholder of the Trust or of any other class of the Fund, any other series of the Trust or any other class of such series.

CH1 3057169v3

Cullen Funds Trust

Cullen International High Dividend Fund

Class R1 and R2 Shares

DISTRIBUTION PLAN

(12b-1 Plan)

The following Distribution Plan (the "Plan") has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Act"), by Cullen Funds Trust (the "Trust"), a Delaware statutory trust, on behalf of Cullen International High Dividend Fund (the “Fund”), a series of the Trust, with respect to the Class R1 and R2 shares of the Fund. The Plan has been approved by a majority of the Trust's Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any Rule 12b-1 Agreement (as defined below) (the "Disinterested Trustees"), cast in person at a meeting called for the purpose of voting on such Plan.

The provisions of the Plan are as follows:

1.	PAYMENTS BY CLASS R1 AND R2 SHARES OF THE FUND TO PROMOTE THE SALE OF CLASS R1 AND R2 FUND SHARES

2.	USE OF PAYMENTS

3.	QUARTERLY REPORTS

4.	EFFECTIVE DATE AND DURATION OF THE PLAN

The Plan shall become effective as of the date Class R1 and R2 shares are first offered upon approval by the vote of a majority of the Board of Trustees, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on the approval of the Plan. The Plan shall continue in effect for a period of one year from its effective date unless terminated pursuant to its terms. Thereafter, the Plan shall continue from year to year, provided that such continuance is approved at least annually by a vote of a majority of the Board of Trustees, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such continuance. The Plan, or any Rule 12b-1 Agreement, as to either Class R1 or R2, may be terminated at any time, without penalty, on not more than sixty (60) days written notice by a majority of the outstanding voting securities of Class R1 or R2 shares, as applicable, or by vote of a majority of the Disinterested Trustees.

5.	SELECTION OF DISINTERESTED TRUSTEES

6.	FUND GOVERNANCE STANDARDS

During the period in which the Plan is effective, the Board of Trustees shall comply with the definition of fund governance standards as defined in Rule 0-1(a)(7) under the Act.

7.	AMENDMENTS

All material amendments of the Plan shall be in writing and shall be approved by a vote of a majority of the Board of Trustees, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such amendment. In addition, the Plan may not be amended as to either Class R1 or R2 to increase materially the amount to be expended hereunder with respect to such Class without approval by vote of a majority of the outstanding voting securities of Class R1 or R2, as applicable.

8.	RECORDKEEPING

9.	CLASS R1 AND R2 OBLIGATIONS

Cullen Funds Trust

CULLEN HIGH DIVIDEND EQUITY FUND

Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3

Retail Class Shares, Class C Shares, Class I Shares, Class R1 Shares and Class R2 Shares

Effective February 12, 2009

Each class of shares of Cullen High Dividend Equity Fund (the “Fund”) will have the same relative rights and privileges and be subject to the same sales charges, fees and expenses, except as set forth below. The Board of Trustees may determine in the future that other distribution arrangements, allocations of expenses (whether ordinary or extraordinary) or services to be provided to a class of shares are appropriate and amend this Multiple Class Plan accordingly without the approval of shareholders of any class.

ARTICLE I

Retail Class Shares

Retail Class Shares are sold at net asset value per share without the imposition of an initial sales charge. Retail Class Shares are not subject to a contingent deferred sales charge (“CDSC”) upon redemption regardless of the length of the period of time such shares are held. Retail Class Shares are sold subject to the minimum purchase requirements as set forth in the Fund’s prospectus. Retail Class Shares shall be entitled to the shareholder services set forth from time to time in the Fund’s prospectus with respect to Retail Class Shares.

Retail Class Shares are subject to fees calculated as a stated percentage of the net assets attributable to Retail Class Shares under the Fund’s Retail Class Rule 12b-1 Distribution Plan as set forth in such Distribution Plan. The Retail Class Shareholders have exclusive voting rights, if any, with respect to the Fund’s Retail Class Rule 12b-1 Distribution Plan. Retail Class Shares shall bear the costs and expenses associated with conducting a shareholder meeting for matters relating to Retail Class Shares.

The initial purchase date for Retail Class Shares acquired through reinvestment of dividends on Retail Class Shares will be deemed to be the date on which the original Retail Class shares were purchased.

ARTICLE II

Class C Shares

Class C Shares are sold at net asset value per share and subject to the initial sales charge schedule as set forth in the Fund’s prospectus. Class C Shares are not subject to CDSC. Class C Shares are sold subject to the minimum purchase requirements set forth in the Fund’s prospectus. Class C Shares shall be entitled to the shareholder services set forth from time to time in the Fund’s prospectus with respect to Class C Shares. Class C Shares are subject to fees calculated as a stated percentage of the net assets attributable to Class C Shares under the Class C Rule 12b-1 Distribution Plan as set forth in such Distribution Plan. The Class C Shareholders of the Fund have exclusive voting rights, if any, with respect to the Fund’s Class C Rule 12b-1 Distribution Plan. Class C Shares shall bear the costs and expenses associated with conducting a shareholder meeting for matters relating to Class C Shares.

CH1 3008092v1

The initial purchase date for Class C Shares acquired through reinvestment of dividends on Class C Shares will be deemed to be the date on which the original Class C shares were purchased.

ARTICLE III

Class I Shares

Class I Shares are sold at net asset value per share without the imposition of an initial sales charge. Class I Shares are not subject to a CDSC. Class I Shares are sold subject to the minimum purchase requirements set forth in the Fund’s prospectus. Class I Shares shall be entitled to the shareholder services set forth from time to time in the Fund’s prospectus with respect to Class I Shares.

Class I Shares are not subject to fees payable under a distribution or other plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”). The Class I Shareholders of the Fund have exclusive voting rights, if any, with respect to the Fund’s possible future adoption of a Class I Rule 12b-1 Distribution Plan. Class I Shares shall bear the costs and expenses associated with conducting a shareholder meeting for matters relating to Class I Shares.

The initial purchase date for Class I Shares acquired through reinvestment of dividends on Class I Shares will be deemed to be the date on which the original Class I shares were purchased.

ARTICLE IV

Class R1 Shares

Class R1 Shares are sold at net asset value per share without the imposition of an initial sales charge. Class R1 Shares are not subject to a CDSC. Class R1 Shares are sold subject to the minimum purchase requirements set forth in the Fund’s prospectus. Class I Shares shall be entitled to the shareholder services set forth from time to time in the Fund’s prospectus with respect to Class R1 Shares.

Class R1 Shares are subject to fees calculated as a stated percentage of the net assets attributable to Class R1 Shares under the Class R1 Rule 12b-1 Distribution Plan as set forth in such Distribution Plan. The Class R1 Shareholders of the Fund have exclusive voting rights, if any, with respect to the Fund’s Class R1 Rule 12b-1 Distribution Plan. Class R1 Shares shall bear the costs and expenses associated with conducting a shareholder meeting for matters relating to Class R1 Shares.

The initial purchase date for Class R1 Shares acquired through reinvestment of dividends on Class R1 Shares will be deemed to be the date on which the original Class R1 shares were purchased.

ARTICLE V

Class R2 Shares

Class R2 Shares are sold at net asset value per share without the imposition of an initial sales charge. Class R2 Shares are not subject to a CDSC. Class R2 Shares are sold subject to the minimum purchase requirements set forth in the Fund’s prospectus. Class R2 Shares shall be entitled to the shareholder services set forth from time to time in the Fund’s prospectus with respect to Class R2 Shares.

Class R2 Shares are subject to fees calculated as a stated percentage of the net assets attributable to Class R2 Shares under the Class R2 Rule 12b-1 Distribution Plan as set forth in such Distribution Plan. The Class R2 Shareholders of the Fund have exclusive voting rights, if any, with respect to the Fund’s Class R2 Rule 12b-1 Distribution Plan. Class R2 Shares shall bear the costs and expenses associated with conducting a shareholder meeting for matters relating to Class R2 Shares.

The initial purchase date for Class R2 Shares acquired through reinvestment of dividends on Class R2 Shares will be deemed to be the date on which the original Class R2 shares were purchased.

ARTICLE VI

Approval by Board of Trustees

This Multiple Class Plan shall not take effect until it has been approved by the vote of a majority (or whatever greater percentage may, from time to time, be required under Rule 18f-3 under the Act) of (a) all of the Trustees of the Fund and (b) those of the Trustees who are not “interested persons” (as such term may be from time to time defined under the Act) of the Fund.

ARTICLE VII

Amendments

No material amendment to this Multiple Class Plan shall be effective unless it is approved by the Board of Trustees of the Fund in the same manner as is provided for approval of this Multiple Class Plan in Article VI.

Cullen Funds Trust

CULLEN INTERNATIONAL HIGH DIVIDEND FUND

Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3

Retail Class Shares, Class C Shares, Class I Shares, Class R1 Shares and Class R2 Shares

Effective February 12, 2009

Each class of shares of Cullen International High Dividend Fund (the “Fund”) will have the same relative rights and privileges and be subject to the same sales charges, fees and expenses, except as set forth below. The Board of Trustees may determine in the future that other distribution arrangements, allocations of expenses (whether ordinary or extraordinary) or services to be provided to a class of shares are appropriate and amend this Multiple Class Plan accordingly without the approval of shareholders of any class.

ARTICLE I

Retail Class Shares

ARTICLE II

Class C Shares

The initial purchase date for Class C Shares acquired through reinvestment of dividends on Class C Shares will be deemed to be the date on which the original Class C shares were purchased.

ARTICLE III

Class I Shares

The initial purchase date for Class I Shares acquired through reinvestment of dividends on Class I Shares will be deemed to be the date on which the original Class I shares were purchased.

ARTICLE IV

Class R1 Shares

The initial purchase date for Class R1 Shares acquired through reinvestment of dividends on Class R1 Shares will be deemed to be the date on which the original Class R1 shares were purchased.

ARTICLE V

Class R2 Shares

The initial purchase date for Class R2 Shares acquired through reinvestment of dividends on Class R2 Shares will be deemed to be the date on which the original Class R2 shares were purchased.

ARTICLE VI

Approval by Board of Trustees

ARTICLE VII

Amendments

QUASAR DISTRIBUTORS, LLC

POLICIES AND PROCEDURES

CODE OF ETHICS

FOR ACCESS PERSONS OF

QUASAR DISTRIBUTORS, LLC

Effective September 1, 2005

I.	Definitions

“Access person” means any director, officer or employee of the Underwriter who in the ordinary course of his or her business makes, participates in or obtains non-public information regarding the purchase or sale of securities for a Fund, or the portfolio holdings of a fund, or whose functions or duties as part of the ordinary course of his or her business relate to the making of any recommendation to a Fund regarding the purchase or sale of securities.

“Act” means the Investment Company Act of 1940, as amended.

“Beneficial ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, except that the determination of direct or indirect beneficial ownership shall apply to all securities which an access person has or acquires. As a general matter, “beneficial ownership” will be attributed to an access person in all instances where the person (i) possesses the ability to purchase or sell the security (or the ability to direct the disposition of the security); (ii) possesses the voting power (including the power to vote or to direct the voting) over such security; or (iii) receives any benefits substantially equivalent to those of ownership.

Although the following is not an exhaustive list, a person generally would be regarded to be the beneficial owner of the following:

	●	securities held in the person’s own name;
	●	securities held with another in joint tenancy, as tenants in common, or in other joint ownership arrangements;
	●	securities held by a bank or broker as a nominee or custodian on such person’s behalf or pledged as collateral for a loan;
	●	securities held by members of the person’s immediate family sharing the same household (“immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships);
	●	securities held by a relative not residing in the person’s home if the person is a custodian, guardian, or otherwise has controlling influence over the purchase, sale, or voting of such securities;
	●	securities held by a trust for which the person serves as a trustee and in which the person has a pecuniary interest (including pecuniary interests by virtue of performance fees and by virtue of holdings by the person’s immediate family);
	●	securities held by a trust in which the person is a beneficiary and has or shares the power to make purchase or sale decisions;
	●	securities held by a general partnership or limited partnership in which the person is a general partner; and
	●	securities owned by a corporation which is directly or indirectly controlled by, or under common control with, such person.

Any uncertainty as to whether an access person beneficially owns a security should be brought to the attention of the Compliance Officer. Such questions will be resolved in accordance with, and this definition is subject to, the definition of “beneficial owner” found in Rules 16a-1(a)(2) and (5) promulgated under the Exchange Act.

“Compliance Officer” means that in order to meet the requirements of Rule 17j-1 under the Act, the Code of Ethics includes a procedure for detecting and preventing material trading abuses and requires all Access Persons to report personal securities transactions on an initial, quarterly and annual basis (the “Reports”). The officers of the Underwriter will appoint a Compliance Officer to receive and review Reports in accordance with Section VII below. In turn, the officers of the Underwriter will report to the Board of Directors any material violations of the Code of Ethics in accordance with Section X below. the person designated from time to time by the Underwriter.

“Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Act. As a general matter, “control” means the power to exercise a controlling influence. The “power to exercise a controlling influence” is intended to include situations where there is less than absolute and complete domination and includes not only the active exercise of power, but also the latent existence of power. Anyone who beneficially owns, either directly or through one or more controlled entities, more than 25% of the voting securities of an entity shall be presumed to control such entity.

“Fund” means an investment fund registered under the Act that has retained Quasar Distributors, LLC as its principal underwriter.

“Purchase or sale of a security” includes, among other things, the writing of an option to purchase or sell a security.

“Restricted List” means a list of securities that from time to time are not to be acquired by access persons and which list will be maintained by the Underwriter.

“Security” shall have the meaning set forth in Section 2(a)(36) of the Act and shall include: common stocks, preferred stocks, and debt securities; options on and warrants to purchase common stocks, preferred stocks or debt securities; and shares of closed-end investment companies and Related Securities. “Related Securities” are instruments and securities that are related to, but not the same as, a security. For example, a Related Security may be convertible into a security, or give its holder the right to purchase the security. The term “Security” also includes private investments, including oil and gas ventures, real estate syndicates and other investments which are not publicly traded. It shall not include shares of registered open-end investment companies; direct obligations of the Government of the United States; bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, and such other money market instruments as designated by the Underwriter’s Board of Directors.

“Underwriter” means Quasar Distributors, LLC.

II.	General Fiduciary Principles

In addition to the specific principles enunciated in this Code of Ethics, all access persons shall be governed by the following general fiduciary principles:

to all times to place the interests of Fund shareholders ahead of personal interests;

to conduct that all personal securities transactions consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility; and

to not take inappropriate advantage of their positions.

to comply with all applicable federal and state securities laws.

III.	Exempted Transactions

The prohibitions of Sections IV and V of this Code of Ethics shall not apply to:

Purchases or sales of securities which are not eligible for purchase or sale by any Fund;

Purchases or sales which are non-volitional on the part of either the access person or a Fund;

Purchases which are part of an automatic dividend reinvestment plan;

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 from such issuer and sales of such rights so acquired;

Purchases or sales which receive the prior approval of the President of the Underwriter, after consultation with the Compliance Officer, because they are only remotely harmful to the Underwriter or a Fund; they would be very unlikely to affect a highly institutional market; or they clearly are not related economically to the securities to be purchased, sold or held by a Fund.

IV.	Prohibited Activities

No access person shall purchase or sell any securities which were purchased or sold by the Fund within seven (7) days of the purchase or sale of the security by the Fund.

No access person shall sell any security which was originally purchased within the previous sixty (60) days.

No access person shall acquire any securities in an initial public offering.

No access person shall acquire securities pursuant to a private placement without prior approval from the Underwriter’s President after consultation with the Compliance Officer. In determining whether approval should be granted, the following should be considered:

●

whether the investment opportunity should be reserved for a Fund and its shareholders; and

●

whether the opportunity is being offered to an individual by virtue of

his/her position with the Underwriter.

In the event approval is granted, the access person must disclose the investment when he/she plays a material role in a Company’s subsequent consideration of an investment in the issuer. In such circumstances, the Company’s decision to purchase securities of the issuer will be subject to an independent review by investment personnel with no personal interest in the issuer.

No access person shall profit from the purchase and sale, or sale and purchase, of the same, or equivalent, securities within sixty (60) calendar days unless the security is purchased and sold by a Fund within sixty (60) calendar days and the access person complies with Section IV(B). For purposes of applying the 60-day period, securities will be subject to this 60-day short-term trading ban only if the actual lot was purchased and sold, or sold and purchased, within such period. Any profits realized on such short-term trades must be disgorged by the access person; provided, however, that the Underwriter’s Board of Managers may make exceptions to this prohibition on a case-by-case basis in situations where no abuse is involved, and the equities strongly support an exception.

No access person shall receive any gift or other thing of more than de minimis value from any person or entity that does business with or on behalf of the Underwriter. Such prohibition shall not apply to seasonal gifts made generally available to all employees at the Underwriter’s business office or to meals and/or entertainment provided in the ordinary course of business and consistent in cost with the Underwriter’s standards for employee expenditures.

No access person shall serve on the board of directors of publicly traded companies, unless the access person receives prior authorization from the Underwriter’s Board of Managers based upon a determination that the board service would be consistent with the interests of the Underwriter. In the event the board service is authorized, access persons serving as directors must be isolated from those making investment decisions by a “Chinese wall.”

V.	Policy on Security Ownership

In addition to the prohibitions contained in Section IV hereof, it is the general policy of the Underwriter that no access person shall have any direct or indirect beneficial ownership of any security which is also owned by a Fund or unless said access person complies with Section V(A), or any security which is on the Restricted List. Upon the discovery by the Underwriter or any access person that an access person has direct or indirect beneficial ownership of a security which is on the Restricted List, such access person shall promptly report such fact to the Compliance Officer, and may be required to divest himself or herself of such ownership if the Compliance Officer determines that any significant conflict of interest or potential conflict of interest exists as a result of such ownership or that such ownership results in a breach of other policies or agreements of the Underwriter.

VI.	Access Person Reporting

All securities transactions in which an access person has a direct or indirect beneficial ownership interest will be monitored by the Compliance Officer. The Compliance Officer’s compliance with this Code of Ethics shall be monitored by the Underwriter’s President.

Every access person shall, at least on a quarterly basis, report to the Compliance Officer the information described in Section VI(C) of this Code of Ethics with respect to the transactions and accounts in which such access person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership; provided, however, that an access person shall not be required to make a report with respect to transactions effected for any account over which such person does not have any direct or indirect influence or control.

Quarterly Transaction Reports. Every report required to be made by Sections VI(B) and VI(C) of this Code of Ethics shall be made not later than thirty (30) days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

Reports containing personal securities transacations;

(a)

The date of the transaction, the title an type of the security, and as applicable, the exchange ticker symbol or CUSIP number, the interest rate and maturity date, the number of shares, and the principal amount of each security involved;

(b)

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(c)

The price at which the transaction was effected;

(d)

The name of the broker, dealer or bank with or through whom the transaction was effected; and

(e)

The date that the report is submitted by the access person.

Reports by acces persons having zero transactions

(a)

Individual transaction information reporting obligations may be met by forwarding a duplicate confirmation to the Compliance Officer.

(b)

The report shall also contain the following information with respect to any account established by an access person or other beneficial account during the quarter:

i) The name of the broker, dealer or bank with whom the access person established the account;

ii) The date the account was established; and

iii) The date that the report is submitted by the access person.

A form which may be used to meet the access person reporting requirement is attached hereto as Appendix 1.

Initial Holdings and Annual Reports. In addition to the reporting requirements of Sections VI(B), and VI(C), every access person shall also disclose to the Compliance Officer all beneficial securities holdings within ten calendar days after becoming an access person (and the information must be current as of no more than forty-five (45) days prior to becoming an access person) and thereafter on an annual basis (for Annual Reports the information must be current as of a date no more than forty-five (45) days prior to the date of the Report). Such disclosures shall be made on the form attached hereto as Appendix 3. Each such access person also shall sign an acknowledgment, attached hereto as Appendix 4, to affirm that they have received and reviewed this Code of Ethics and any amendments hereto.

Any report filed pursuant to this Section VI may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the security to which the report relates.

In addition to the reporting requirements of Sections VI(B), VI(C) and VI(D), VI(E) every access person shall direct his or her brokers to supply to the Compliance Officer, on a timely basis, duplicate copies of all beneficial securities transactions and copies of periodic statements for all securities accounts in which such access person has a beneficial ownership interest. Attached hereto as Appendix 2 is a form of letter that may be used to request such documents from the respective broker, dealer, or bank. It is the responsibility of the access person to make sure that his or her broker does in fact send to the Compliance Officer the duplicate confirmations and the duplicate statements. The attached forms, confirmations and statements will be maintained in strictest confidence in the files of the Compliance Officer.

Every access person subject to the Code shall report any vilolations of the Code to the firm’s Chief Compliance Officer or a designee.

VII.	Advance Clearance

Advance clearance is required for all securities transactions in which an access person has or as a result of such transaction will have a beneficial ownership interest, excluding (i) transactions exempt under Sections III (B) and III(C), provided the access person is not advised of the transactions in advance and does not participate in the decision-making related thereto or transactions exempt under Sections III(D). A form provided for advance clearance is attached hereto as Appendix 5.

Advance clearance requests should be submitted in writing in duplicate to the Compliance Officer who may approve or disapprove such transactions on the grounds of compliance with this Code of Ethics or otherwise. Approval shall only be given when the compliance officer or designee giving it has determined that the intended transaction does not fall within any of the prohibitions in this Code of Ethics. One copy of the advance clearance request will be returned to the access person showing approval or disapproval and one copy will be retained by the Compliance Officer.

The authorization provided by the Compliance Officer is effective until the earlier of (i) its revocation, (ii) the close of business on the third trading day after the authorization is granted (for example, if authorization is provided on a Monday, it is effective until the close of business on Thursday), or (iii) the access person learns that the information in the advance clearance request is not accurate. If the order for the securities transaction is not placed within that period, a new advance authorization must be obtained before the transaction is placed. If the transaction is placed but has not been executed within three trading days after the day the authorization is granted (as, for example, in the case of a limit order), no new authorization is necessary unless the person placing the original order amends it in any way.

VIII.

Insider Trading

No access person shall purchase or sell Fund Shares while in possession of material non-public information regarding the Fund. The Compliance Officer may from time to time deny access persons the ability to buy or sell Fund Shares if the Compliance Officer, in his or her sole discretion, determines that it is likely that such person has possession of material non-public information or that it would be otherwise inadvisable, in his or her sole discretion, for such transaction to occur. The Compliance Officer should, together with the Underwriter’s legal counsel, be available to consult as to whether an access person is likely to be in possession of material non-public information.

IX.	Compliance with the Code of Ethics

The Compliance Officer shall identify each access person and notify them of their reporting obligations under the Code. The Compliance Officer shall maintain a list of all access persons of the Underwriter in substantially the form set forth in Appendix 6.

All access persons shall certify annually in the form attached hereto as Appendix 7 that:

●

They have read and understand this Code of Ethics and any amendments hereto and recognize that they are subject thereto; and

●

They have complied with the requirements of this Code of Ethics and any amendments and disclosed or reported all personal securities transactions and accounts required to be disclosed or reported pursuant thereto.

The Underwriter’s compliance officer, President, or other designee shall prepare a quarterly report to the Fund’s Board of Directors, and an annual report to the Underwriter’s Board of Managers, which shall:

●

Summarize existing procedures concerning personal investing and any changes in the procedures made during the past quarter (year);

●

Identify any violations requiring significant remedial action during the past quarter (year); and

●

Identify any recommended changes in existing restrictions or procedures based upon the Underwriter’s experience under this Code of Ethics, evolving industry practices or developments in laws or regulations; and

●

Identify any exceptions to the Code of Ethics that were granted during the past quarter (year).

Sanctions

Upon discovering a violation of this Code of Ethics, the Board of Managers of the Underwriter may impose such sanctions as it deems appropriate, including, among other sanctions, a letter of censure or suspension, disgorgement of profits or termination of the employment of the violator.

XI.	Other Procedures

Other policies and procedures of the Underwriter relating to securities transactions, including, without limitation, policies relating to insider trading, shall remain in full force and effect and shall not be affected by adoption of this Code of Ethics. To the extent of any inconsistencies between this Code of Ethics and any such other policies, this Code of Ethics shall control.

Appendix 1

THIS REPORT MUST BE SUBMITTED WITHIN 30 DAYS OF QUARTER END

ACCESS PERSON TRANSACTION RECORD for (Name)

FOR CALENDAR QUARTER ENDED (Date)

I HAVE REPORTED BELOW ALL TRANSACTIONS AND ACCOUNTS REQUIRED TO BE REPORTED FOR THE QUARTER PURSUANT TO THE CODE OF ETHICS DATED SEPTEMBER 1 ST , 2005.

I. TRANSACTION REPORTING

Check if applicable:

( )

I had no reportable transactions during the quarter.

( )

All transactions required to be reported have been provided to the Compliance Officer through duplicate confirmations and statements.

Transactions

Date	Security Name	Ticker Symol or CUSIP Number	Nature of Transaction	Price	Broker Name

(attach additional sheets if necessary)

(Date)

(Access Person’s Signature)

II. ACCOUNT REPORTING

Securities Accounts Opened During Quarter

o	I did not open any securities account with any broker, dealer or bank during the quarter; or

o	I opened a securities account with a broker, dealer or bank during the quarter as indicated below.

o	There have been no securities accounts in which I have no direct or indirect beneficial interest with any broker, dealer or bank open during the quarter.

Date Account Was Established				Broker, Dealer or Bank Name

Date:

(Access Person’s Signature)

Compliance Officer Use Only
REVIEWED:
	(Date)	(Signature)

FOLLOW-UP ACTION (if any) (attach additional sheet if required)

Appendix 2

Form of Letter to Broker, Dealer or Bank

<Date>

Subject: Account #

Dear :

I am affiliated with Quasar Distributors, LLC, a principal underwriter to registered investment companies, and am an access person of such underwriter. You are requested to send duplicate confirmations of individual transactions as well as duplicate periodic statements for the above-referenced account to Quasar Distributors, LLC. Please address the confirmations and statements directly to:

Ms. Teresa Cowan, Compliance Officer

Quasar Distributors, LLC

615 East Michigan Street, 4th Floor

Milwaukee, WI 53202

Your cooperation is most appreciated. If you have any questions regarding these requests, please contact Stacy Makarewicz of Quasar Distributors, LLC at (414) 287-3761 or me.

	Sincerely,

	<Name of Access Person>

cc: Quasar Distributors, LLC

Appendix 3

INITIAL HOLDINGS REPORT

ANNUAL HOLDINGS REPORT

PERSONAL SECURITIES HOLDINGS

In accordance with Section VII of the Code of Ethics, please provide a list of all accounts in which you have a beneficial interest.

(1) Name of Access Person:

(2) If different than (1), name of the person

in whose name the account is held:

(3) Relationship of (2) to (1):

(4) Broker at which Account is maintained:

(5) Account Number:

(6) Contact person at Broker and phone number:

(7)	For each account, if not previously provided to the Compliance Officer, attach the most recent account statement listing securities in that account. If you have a beneficial interest in securities that are not listed in an attached account statement, list them below:

Title/Name of Security

Number of Shares

Value/Principal Amount

Broker-dealer or bank

(Attach separate sheet if necessary)

I certify that this form and the attached statements (if any) constitute all of the securities in which I have a beneficial interest, including those held in accounts of my immediate family residing in my household.


	Access Person Signature

Dated:
	Print Name

Appendix 4

ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS

I acknowledge that I have received and reviewed the Code of Ethics dated September 1, 2005, and represent:

In accordance with Section VII of the Code of Ethics, I will report all required securities transactions and securities accounts in which I have a beneficial interest.

I will comply with the Code of Ethics in all other respects.


	Access Person Signature

Dated:
	Print Name

Appendix 5

ADVANCE PERSONAL TRADING CLEARANCE/REVIEW REQUEST

Background :

The Code of Ethics states that advance clearance is required for all securities transactions in which an access person has a beneficial ownership interest.

Clearance/Review Request :

1. Name of Access Person:

2. If different than (1), name of person in

whose account the trade will occur:

3. Relationship of (2) to (1):

4. Name of Security and Symbol/CUSIP:

5. Maximum number of shares or units to

be purchased or sold or amount of bond:

6. Check if applicable: Purchase ____ Market Order ____

Sale ____ Limit Order ____ ( Limit Order Price: )

7. For a Sale, Date of Purchase of Lot(s) Being Sold

To: Compliance Officer From:

Date: Time:

I (or the account in which I have a beneficial ownership interest) intend to purchase/sell the above-named Security (on date if other than above: / / ) .

I confirm that to the best of my knowledge, the proposed transaction is in compliance with the Code of Ethics.

Access Person Signature:

Date:

Approved: ¨ No: ¨

Compliance Officer Signature:

Date:

Original to Compliance Officer

Copy to Access Person

Appendix 6

Quasar Distributors, LLC

List of Access Persons

Name	Status	Date Added

Appendix 7

ANNUAL CERTIFICATION OF COMPLIANCE WITH THE CODE OF ETHICS

I certify that during the past year:

I have read and I understand the Code of Ethics and any amendments and I recognize that I am subject thereto for the periods that they are in effect.

I have read and I understand any amendments to the Code of Ethics and any amendments.

In accordance with Section VII of the Code of Ethics, I have reported all securities transactions and securities accounts in which I have a beneficial interest, except to the extent disclosed on the attached schedule if applicable and any amendments.

I have complied with the Code of Ethics and any amendments in place during the 200_ year.


	Access Person Signature

Dated:
	Print Name