AMENDMENT NO. 2, DATED AUGUST 23, 2012, TO THE FUND ADMINISTRATION AND ACCOUNTING AGREEMENT DATED MAY 7, 2009 BY AND BETWEEN THE BANK OF NEW YORK MELLON (“BNY”) AND EACH SERIES OF THE CULLEN FUNDS TRUST LISTED ON EXHIBIT A TO THE AGREEMENT (THE “FUNDS”)

EXHIBIT (h)(i)B 

AMENDMENT NO. 2, DATED AUGUST 23, 2012,

TO THE FUND ADMINISTRATION AND ACCOUNTING AGREEMENT DATED MAY 7, 2009 BY AND BETWEEN THE BANK OF NEW YORK MELLON (“BNY”) AND EACH SERIES OF THE CULLEN FUNDS TRUST LISTED ON EXHIBIT A TO THE AGREEMENT (THE “FUNDS”)

WHEREAS, the parties wish to amend the Agreement;

NOW THEREFORE, the Funds and BNY hereby agree to amend the Agreement as follows:

Exhibit A to the Agreement is replaced with the attached Amended and Restated Exhibit A

IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first written above.

EACH FUND LISTED ON EXHIBIT A	THE BANK OF NEW YORK MELLON
By: ________________________________	By: ________________________________
Name:	Name:
Title:	Title:

Exhibit A

Amended and Restated as of August 23, 2012

Cullen High Dividend Equity Fund, a series of Cullen Funds Trust

Cullen International High Dividend Fund, a series of Cullen Funds Trust

Cullen Small Cap Value Fund, a series of Cullen Funds Trust

Cullen Emerging Markets High Dividend Fund, a series of Cullen Funds Trust

Cullen Value Fund, a series of Cullen Funds Trust