AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT
TO
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 | ||
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| By: | /s/ Xxxx X. Xxxxx | |
| Xxxx X. Xxxxx | ||
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Executive Vice President | |
| CULLEN CAPITAL MANAGEMENT LLC | ||
| /s/ Xxxxx X. Xxxxxx | ||
| Xxxxx X. Xxxxxx | ||
| By: | President |
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CH1 3058698v1 October
4, 2004
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