INVESTMENT ADVISORY AGREEMENT
AGREEMENT
dated
November 30, 2005 between Cullen Funds Trust, a Delaware business trust (the
“Trust”), and Cullen Capital Management LLC, a Delaware limited liability
company (the “Adviser”).
RECITALS
WHEREAS,
the
Trust is an open-end, diversified management investment company registered
under
the Investment Company Act of 1940, as amended (the “1940 Act”), and authorized
to issue shares of beneficial interest in the Trust (the “Shares”);
WHEREAS,
the
Cullen International High Dividend Fund (the “Fund”) is a series, as described
in Section 18(f)(2) of the 1940 Act, of the Trust.
WHEREAS,
the
Trust desires to retain the Adviser to render the services described herein
for
the Fund and the Adviser is willing to so render such services.
NOW,
THEREFORE,
in
consideration of the premises and mutual covenants hereinafter set forth, the
parties hereto agree as follows:
1. Appointment
of Adviser.
The
Trust hereby appoints the Adviser to act as investment adviser to the Fund,
for
the periods and on the terms herein set forth. The Adviser accepts such
appointment and agrees to render the services herein set forth, for the
compensation herein provided.
2. Duties
of Adviser.
(a) Subject
to the general supervision of the Board of Trustees of the Trust, the Adviser
shall manage the operations of the Fund and provide the additional services
and
facilities hereinafter described. In this regard, the Adviser shall
(i) provide
supervision of the Fund’s assets, furnish a continuous investment program,
determine from time to time what investments or securities will be purchased,
retained or sold by it and what portion of its assets will be invested or held
uninvested as cash, and, subject to paragraph 3, place or arrange for the
placement of orders for the purchase and sale of securities for the account
of
the Fund with brokers or dealers selected by or under the supervision of the
Adviser; and
(ii) furnish
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, bookkeeping and administrative services for managing the Fund, except
such services as are provided by a custodian or transfer, dividend disbursing
or
shareholder servicing, fund administration or fund accounting services agent
of
the Fund.
(b) In
the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations or duties hereunder, the Adviser shall not be
liable to the Fund or the Trust or to any shareholder of the Fund or to any
creditor of the Fund of the Trust for any error of judgment, act or omission
or
for any loss that may be sustained by the Fund or the Trust.
(c) The
Adviser agrees that all records which it maintains for the Fund or the Trust
are
the property of the Trust and it will surrender promptly to the Trust any of
such records upon the Trust’s request.
3. Brokerage.
In
placing orders for the purchase or sale of securities for the account of the
Fund the Adviser is authorized, to the fullest extent now and hereafter
permitted by law, to cause the Fund or the Trust to pay a member of a securities
exchange, broker, or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission another member of an exchange,
broker, or dealer would have charged for effecting that transaction, if the
Adviser determines in good faith that such amount of commission is reasonable
in
relation to the value of the brokerage and research services (within the meaning
of Section 28(e) of the Securities Exchange Act of 1934) provided by such
member, broker, or dealer, viewed in terms either of that particular transaction
or the overall responsibilities of the Adviser with respect to the accounts
as
to which the Adviser exercises investment discretion (within the meaning of
Section 3(a)(35) of the Securities Exchange Act of 1934).
4. Expenses.
The
Adviser shall bear the expenses incurred by it in the performance of its duties
hereunder without reimbursement from the Fund or the Trust. In addition to
the
compensation payable to the Adviser hereunder, the Fund or the Trust will pay
all other expenses of its operations including, without limitation, (i)
interest, taxes and any governmental filing fees; (ii) brokerage commissions
and
other costs incurred in connection with the purchase or sale of securities;
(iii) compensation and expenses of its trustees, other than those who are
interested persons of the Adviser; (iv) legal and audit expenses; (v) the fees
and expenses of the Fund’s custodian and transfer, dividend disbursing and
shareholder servicing, fund administration and fund accounting services agent;
(vi) expenses relating to the repurchase or redemption of Shares; (vii) expenses
of servicing shareholder accounts; (viii) fees and expenses related to the
registration and qualification of the Trust and its Shares under Federal and
state securities laws; (ix) expenses of printing and mailing reports, notices
and proxy material to shareholders and the expenses incidental to meetings
of
shareholders; (x) insurance premiums for fidelity and other insurance coverage;
(xi) the expenses of preparing prospectuses and statements of additional
information and of printing and distributing them to existing shareholders;
(xii) expenses incurred pursuant to any plan adopted by the Trust pursuant
to
Rule 12b-1 under the 1940 Act and (xiii) any nonrecurring expenses, including
actions, suits or proceedings to which the Trust is a party and any obligation
which the Trust or the Fund may incur to indemnify others.
5. Compensation.
For the
services to be rendered and the charges and expenses to be assumed by the
Adviser hereunder, the Fund shall pay to the Adviser a fee, payable in monthly
installments, equal to 1.00% per annum of the average daily net asset value
of
the Fund. For purposes of computing the fees payable hereunder, the net asset
value of the Fund shall be determined in the same manner as for the purchase
and
redemption of Fund shares as described in the current Prospectus. Such fee
shall
be prorated for any monthly period in which this Agreement is not in effect
for
the entire period.
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6. Status
of Adviser; Services not Exclusive.
(a) The
Adviser shall for all purposes herein be deemed to be an independent contractor
and shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Fund or the Trust in any way or otherwise be deemed
an agent of the Fund or the Trust. However, one or more shareholders, directors,
officers or employees of the Adviser may serve as trustees and/or officers
of
the Trust, but without compensation or reimbursement of expenses for such
services from the Trust. Nothing herein contained shall be deemed to require
the
Trust to take any action contrary to its Agreement and Declaration of Trust
or
any applicable statute or regulation, or to relieve or deprive the Board of
Trustees of the Trust of its responsibility for and control of the conduct
of
the affairs of the Fund and the Trust.
(b) The
services
of the Adviser hereunder are not exclusive, and the Adviser shall be free to
render similar services to others (including other investment companies) so
long
as its services under this Agreement are not impaired thereby.
7. Duration
and Termination.
This
Agreement shall become effective on the date hereof and shall continue in
effect, unless sooner terminated as provided herein, until the second
anniversary of its effective date. Thereafter, this Agreement shall continue
in
effect automatically for periods of one year so long as each such latter
continuance is approved at least annually (a) by the vote of a majority of
the
trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose
of
voting on such approval, and (b) by the Board of Trustees of the Trust or by
vote of the holders of a majority of the outstanding Shares of the Fund.
Notwithstanding the foregoing provisions, (i) the continuance of this Agreement
for the two-year period referred to in the first sentence of this paragraph
7
is, in addition to the requirements set forth above, subject to the approval
of
this Agreement by the holders of a majority of the outstanding Shares of the
Fund on or before the effective date of this Agreement, and (ii) this Agreement
may be terminated at any time, without the payment of any penalty, (x) by the
Trust’s Board of Trustees or by vote of the holders of a majority of the
outstanding Shares of the Fund on 60 days’ written notice to the Adviser, or (y)
by the Adviser on 60 days’ written notice to the Trust. This Agreement will
terminate automatically in the event of its assignment (as defined in the 1940
Act).
8. Amendment
of Agreement.
This
Agreement may be amended by mutual consent, but the consent of the Trust must
be
approved (a) by vote of a majority of those trustees of the Trust who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such amendment, and
(b)
by vote of the holders of a majority of the outstanding Shares of the
Fund.
9. Name
of
Fund.
The
parties agree that the Fund may use the name “Cullen” and any logos or service
marks which the Adviser may furnish to the Fund (collectively, the “Identifying
Marks”) only so long as (i) this Agreement remains in effect and (ii) the
Adviser has the right to use such Identifying Marks. Any use of the Identifying
Marks pursuant to this Section 9 shall be royalty free. Upon termination of
this
Agreement the Fund shall promptly discontinue the use of the Identifying Marks.
Upon notification from the Adviser to the Fund that the Advisor ceases to have
the right to use an Identifying Xxxx, the Fund shall promptly discontinue the
use of such Identifying Xxxx. The Fund acknowledges that (i) it has no
proprietary or exclusive rights in the Identifying Marks and (ii) the Adviser
reserves to itself the right to grant the nonexclusive right to use any
Identifying Marks to other persons (including other investment companies),
subject to the Adviser’s rights with respect to such Identifying
Marks.
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10. Miscellaneous.
The
captions in this Agreement are included for convenience of reference only and
in
no way define or limit any of the provisions hereof or otherwise affect their
construction or effect. The term “interested person” is used herein as defined
in the 1940 Act, and the term “majority of the outstanding Shares” is used
herein as defined in the 1940 Act with respect to voting securities. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of New York and shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors (subject to the last sentence of paragraph
7).
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IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed as of the day
and
year first above written.
By:
/s/ Xxxx X.
Xxxxx
Xxxx
X.
Xxxxx
Executive
Vice President
CULLEN
CAPITAL MANAGEMENT LLC
By:
/s/ Xxxxx X.
Xxxxxx
Xxxxx
X.
Xxxxxx
President
