FUND ADMINISTRATION SERVICING AGREEMENT
THIS
AGREEMENT is made and entered into as of this 28th
day of
June, 2000, by and between Cullen Funds Trust, a Delaware business trust
(hereinafter referred to as the “Trust”) and Firstar Mutual Fund Services, LLC,
a limited liability company organized under the laws of the State of Wisconsin
(hereinafter referred to as “FMFS”).
WHEREAS,
the Trust is an open-end management investment company which is registered
under
the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS,
the Trust is authorized to create separate series, each with its own separate
investment portfolio;
WHEREAS,
FMFS is a limited liability corporation and, among other things, is in the
business of providing fund administration services for the benefit of its
customers; and
WHEREAS,
the Trust desires to retain FMFS to act as Administrator for each series of
the
Trust listed on Exhibit A attached hereto, (each hereinafter referred to as
a
“Fund”), as may be amended from time to time.
NOW,
THEREFORE, in consideration of the mutual agreements herein made, the Trust
and
FMFS agree as follows:
| 1. |
Appointment
of Administrator
|
The
Trust
hereby appoints FMFS as Administrator of the Trust on the terms and conditions
set forth in this Agreement, and FMFS hereby accepts such appointment and agrees
to perform the services and duties set forth in this Agreement in consideration
of the compensation provided for herein.
| 2. |
Duties
and Responsibilities of FMFS
|
| A. |
General
Fund Management
|
| 1. |
Act
as liaison among all Fund service
providers
|
| 2. |
Supply:
|
| a. |
Corporate
secretarial services
|
| b. |
Office
facilities (which may be in FMFS’s or its affiliate’s own
offices)
|
| c. |
Non-investment-related
statistical and research data as
needed
|
| 3. |
Coordinate
board communication by:
|
Page 2
| a. |
Establish
meeting agendas
|
| b. |
Preparing
board reports based on financial and administrative
data
|
| c. |
Evaluating
independent auditor
|
| d. |
Securing
and monitoring fidelity bond and director and officer liability coverage,
and making the necessary SEC filings relating
thereto
|
| e. |
Preparing
minutes of meetings of the board and
shareholders
|
| f. |
Recommend
dividend declarations to the Board, prepare and distribute to appropriate
parties notices announcing declaration of dividends and other
distributions to shareholders
|
| g. |
Provide
personnel to serve as officers of the Trust if so elected by the
Board and
attend Board meetings to present materials for Board
review
|
| 4. |
Audits
|
| a. |
Prepare
appropriate schedules and assist independent
auditors
|
| b. |
Provide
information to SEC and facilitate audit
process
|
| c. |
Provide
office facilities
|
| 5. |
Assist
in overall operations of the Fund
|
| 6. |
Pay
Fund expenses upon written authorization from the
Trust
|
| 7. |
Monitor
arrangements under shareholder services or similar
plan
|
| B. |
Compliance
|
| 1. |
Regulatory
Compliance
|
| a. |
Monitor
compliance with 1940 Act requirements,
including:
|
| 1) |
Asset
diversification tests
|
| 2) |
Total
return and SEC yield calculations
|
| 3) |
Maintenance
of books and records under Rule
31a-3
|
| 4) |
Code
of Ethics for the disinterested trustees of the
Fund
|
| b. |
Monitor
Fund’s compliance with the policies and investment limitations of the
Trust as set forth in its Prospectus and Statement of Additional
Information
|
| c. |
Maintain
awareness of applicable regulatory and operational service issues
and
recommend dispositions
|
| 2. |
Blue
Sky Compliance
|
| a. |
Prepare
and file with the appropriate state securities authorities any and
all
required compliance filings relating to the registration of the securities
of the Trust so as to enable the Trust to make a continuous offering
of
its shares in all states
|
| b. |
Monitor
status and maintain registrations in each
state
|
| c. |
Provide
information regarding material developments in state securities
regulation
|
Page 3
| 3. |
SEC
Registration and Reporting
|
| a. |
Assist
Trust counsel in updating Prospectus and Statement of Additional
Information and in preparing proxy statements and Rule 24f-2
notices
|
| b. |
Prepare
annual and semiannual reports, Form N-SAR filings and Rule 24f-2
notices
|
| c. |
Coordinate
the printing, filing and mailing of publicly disseminated Prospectuses
and
reports
|
| d. |
File
fidelity bond under Rule 17g-1
|
| e. |
File
shareholder reports under Rule
30b2-1
|
| f. |
Monitor
sales of each Fund’s shares and ensure that such shares are properly
registered with the SEC and the appropriate state authorities
|
| g. |
File
Rule 24f-2 notices
|
| 4. |
IRS
Compliance
|
| a. |
Monitor
Company’s status as a regulated investment company under Subchapter M,
including without limitation, review of the
following:
|
| 1) |
Asset
diversification requirements
|
| 2) |
Qualifying
income requirements
|
| 3) |
Distribution
requirements
|
| b. |
Calculate
required distributions (including excise tax
distributions)
|
| C. |
Financial
Reporting
|
| 1. |
Provide
financial data required by Fund’s Prospectus and Statement of Additional
Information;
|
| 2. |
Prepare
financial reports for officers, shareholders, tax authorities, performance
reporting companies, the board, the SEC, and independent
auditors;
|
| 3. |
Supervise
the Company’s Custodian and Trust Accountants in the maintenance of the
Company’s general ledger and in the preparation of the Fund’s financial
statements, including oversight of expense accruals and payments,
of the
determination of net asset value of the Company’s net assets and of the
Company’s shares, and of the declaration and payment of dividends and
other distributions to
shareholders;
|
| 4. |
Compute
the yield, total return and expense ration of each class of each
Portfolio, and each Portfolio’s portfolio turnover rate;
and
|
Page 4
| 5. |
Monitor
the expense accruals and notify Trust management of any proposed
adjustments.
|
| 6. |
Prepare
monthly financial statements, which will include without limitation
the
following items:
|
Schedule
of Investments
Statement
of Assets and Liabilities
Statement
of Operations
Statement
of Changes in Net Assets
Cast
Statement
Schedule
of Capital Gains and Losses
| 7. |
Prepare
quarterly broker security transaction
summaries.
|
| D. |
Tax
Reporting
|
| 1. |
Prepare
and file on a timely basis appropriate federal and state tax returns
including, without limitation, Forms 1120/8610 with any necessary
schedules
|
| 2. |
Prepare
state income breakdowns where
relevant
|
| 3. |
File
Form 1099 Miscellaneous for payments to trustees and other service
providers
|
| 4. |
Monitor
wash losses
|
| 5. |
Calculate
eligible dividend income for corporate
shareholders
|
| 3. |
Compensation
|
The
Trust, on behalf of the Fund, agrees to pay FMFS for the performance of the
duties listed in this Agreement, the fees and out-of-pocket expenses as set
forth in the attached Exhibit A. Notwithstanding anything to the contrary,
amounts owed by the Trust to FMFS shall only be paid out of the assets and
property of the particular Fund involved.
These
fees may be changed from time to time, subject to mutual written Agreement
between the Trust and FMFS.
The
Trust
agrees to pay all fees and reimbursable expenses within ten (10) business days
following the receipt of the billing notice.
| 4. |
Performance
of Service; Limitation of
Liability
|
| A. |
FMFS
shall exercise reasonable care in the performance of its duties under
this
Agreement. FMFS shall not be liable for any error of judgment or
mistake
of law or for any loss suffered by the Trust in connection with matters
to
which this Agreement relates, including losses resulting from mechanical
breakdowns or the failure of communication or power supplies beyond
FMFS’s
control, except a loss arising out of or relating to FMFS’s refusal or
failure to comply with the terms of this Agreement or from bad faith,
negligence, or willful misconduct on its part in the performance
of its
duties under this Agreement. Notwithstanding any other provision
of this
Agreement, if FMFS has exercised reasonable care in the performance
of its
duties under this Agreement, the Trust shall indemnify and hold harmless
FMFS from and against any and all claims, demands, losses, expenses,
and
liabilities (whether with or without basis in fact or law) of any
and
every nature (including reasonable attorneys’ fees) which FMFS may sustain
or incur or which may be asserted against FMFS by any person arising
out
of any action taken or omitted to be taken by it in performing the
services hereunder, except for any and all claims, demands, losses,
expenses, and liabilities arising out of or relating to FMFS’s refusal or
failure to comply with the terms of this Agreement or from bad faith,
negligence or from willful misconduct on its part in performance
of its
duties under this Agreement, (i) in accordance with the foregoing
standards, or (ii) in reliance upon any written or oral instruction
provided to FMFS by any duly authorized officer of the Trust, such
duly
authorized officer to be included in a list of authorized officers
furnished to FMFS and as amended from time to time in writing by
resolution of the Board of Trustees of the
Trust.
|
Page 5
FMFS
shall indemnify and hold the Trust harmless from and against any and all claims,
demands. Losses, expenses, and liabilities (whether with or without basis in
fact or law) of any and every nature (including reasonable attorneys’ fees)
which the Trust may sustain or incur or which may be asserted against the Trust
by any person arising out of any action taken or omitted to be taken by FMFS
as
a result of FMFS’s refusal or failure to comply with the terms of this
Agreement, its bad faith, negligence, or willful misconduct.
In
the
event of a mechanical breakdown or failure of communication or power supplies
beyond its control, FMFS shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond FMFS’s
control. FMFS 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
FMFS. FMFS 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 FMFS’s
premises and operating capabilities at any time during regular business hours
of
FMFS, upon reasonable notice to FMFS.
Regardless
of the above, FMFS reserves the right to reprocess and correct administrative
errors at its own expense.
| B. |
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
which 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 which 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.
|
Page 6
| C. |
FMFS
is
hereby expressly put on notice of the limitation of shareholder liability
as set forth in the Trust Instrument of the Trust and agrees that
obligations assumed by the Trust pursuant to this Agreement shall
be
limited in all cases to the Trust and its assets, and if the liability
relates to one or more series, the obligations hereunder shall be
limited
to the respective assets of such series. FMFS further agrees that
it shall
not seek satisfaction of any such obligation from the shareholder
or any
individual shareholder of a series of the Trust, nor from they Trustees
or
any individual Trustee of the
Trust.
|
| 5. |
Proprietary
and Confidential
Information
|
FMFS
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 other purpose other than the performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where FMFS may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the
Trust.
| 6. |
Term
of Agreement
|
This
Agreement shall become effective as of the date hereof and will continue in
effect for a period of three years. During the initial three year term of this
Agreement, if the Trust terminates any services with FMFS, the Trust agrees
to
compensate Firstar an amount equal to the fees remaining under the initial
three
year Agreement. Subsequent to the initial three year term, this Agreement may
be
terminated by either party upon giving ninety (90) days prior written notice
to
the other party or such shorter period as is mutually agreed upon by the
parties. However, this Agreement may be amended by mutual written consent of
the
parties.
| 7. |
Records
|
FMFS
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. FMFS agrees that all such records prepared or maintained by FMFS
relating to the services to be performed by FMFS hereunder are the property
of
the Trust and will be preserved, maintained, and made available in accordance
with such section and rules of the 1940 Act and will be promptly surrendered
to
the Trust on and in accordance with its request.
Page 7
| 8. |
Governing
Law
|
This
Agreement shall be construed and the provisions thereof interpreted under and
in
accordance with the laws of the State of Wisconsin. However, nothing herein
shall be construed in a manner inconsistent with the 1940 Act or any rule or
regulation promulgated by the Securities and Exchange Commission
thereunder.
| 9. |
Duties
in the Event of
Termination
|
In
the
event that, in connection with termination, a successor to any of FMFS’s duties
or responsibilities hereunder is designated by the Trust by written notice
to
FMFS, FMFS 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 FMFS under this Agreement in a form
reasonably acceptable to the Trust (if such form differs from the form in which
FMFS has maintained, 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 FMFS’s
personnel in the establishment of books, records, and other data by such
successor.
| 10. |
No
Agency Relationship
|
Nothing
herein contained shall be deemed to authorize or empower FMFS to act as agent
for the other party to this Agreement, or to conduct business in the name of,
or
for the account of the other party to this Agreement.
| 11. |
Data
Necessary to Perform
Services
|
The
Trust
or its agent, which may be FMFS, shall furnish to FMFS the data necessary to
perform the services described herein at times and in such form as mutually
agreed upon if FMFS is also acting in another capacity for the Trust, nothing
herein shall be deemed to relieve FMFS of any of its obligations in such
capacity.
Page 8
| 12. |
Notices
|
Notices
of any kind to be given by either party to the other party shall be in writing
and shall be duly given if mailed or delivered as follows: Notice to FMFS shall
be sent to:
Firstar
Mutual Fund Services, LLC
000
Xxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
And
notice to the Trust shall be sent to:
Attn:
President
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
a duly authorized officer or one or more counterparts as of the day and year
first written above.
CULLEN
FUNDS TRUST FIRSTAR
MUTUAL FUND SERVICES, LLC
By:
/s/Xxxxx
X. Xxxxxx
By:
/s/Xxxxxx
Xxxxxxxxx
Xxxxx
X.
Xxxxxx Xxxxxx
Xxxxxxxxx
Attest: Attest:
AMENDMENT
TO THE FUND ADMINISTRATION SERVICING AGREEMENT
THIS
AMENDMENT dated as of January 1, 2002 to the Fund Administration Servicing
Agreement dated as of June 28, 2000, by and between Cullen Funds Trust, a
Delaware business trust, and Firstar Mutual Fund Services, LLC, a Wisconsin
limited liability company, shall be as follows:
Effective
January 1, 2002, the name Firstar Mutual Fund Services, LLC has been changed
to
U.S. Bancorp Fund Services, LLC. Accordingly, all references to Firstar Mutual
Fund Services, LLC in this Agreement should be replaced with U.S. Bancorp Fund
Services, LLC. Similarly, any references to Firstar Bank, N.A. should be
replaced with U.S. Bank, N.A.
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 day and year
first written above.
CULLEN
FUNDS TRUST U.S.
BANCORP FUND SERVICES, LLC
By:
/s/
Xxxxx X.
Xxxxxx By:
/s/
Xxxx X.
Xxxxxx
Xxxxx
X.
Xxxxxx
Xxxx
X.
Xxxxxx
AMENDMENT
TO THE
THIS
AMENDMENT dated as of May 6, 2004, to the Fund Administration Servicing
Agreement, dated as of June 28, 2000 (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;
and
WHEREAS,
the Trust intends to create additional funds; and
WHEREAS,
the Trust and USBFS desire to extend said Agreement to apply to the recently
added funds: 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
A
of the Agreement is hereby superceded and replaced with Exhibit A 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/ By:
/s/
Xxx X.
Xxxxxxx
Xxx
X. Xxxxxxx
Title:
VP Title:
President
SECOND
AMENDMENT TO THE
THIS
SECOND AMENDMENT (the “Amendment”) dated as of November 30, 2005, to the Fund
Administration Servicing Agreement, dated as of June 28, 2000 (the “Agreement”),
as amended on January 1, 2002, 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 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 6 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/ Xxxxx X.
Xxxxxx By:
/s/
Xxx X.
Xxxxxxx
Printed Name:
Xxxxx X. Xxxxxx Printed
Name: Xxx X.
Xxxxxxx
Title:
President Title:
President
Exhibit
A
To
the
Fund
Names
Separate
Series of Cullen Funds Trust
|
Name
of Series
|
Date
Added
|
|
Cullen
High Dividend Equity Fund-Retail Class
|
08/01/03
|
|
Cullen
High Dividend Equity Fund-Class C
|
10/05/04
|
|
Cullen
High Dividend Equity Fund-Class 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
|
