INVESTMENT ADVISORY AGREEMENT
AGREEMENT dated ___________, 2000 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 Value 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 agent 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.
(a) 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 agent 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.
(b) Until _________, 20__ 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 Fund, including the Adviser's
fee but excluding all federal, state and local taxes, shall not in any year
exceed 2.00% of the average net asset value of the Fund for such year, based on
a determination of the net asset value of the Fund 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, the
Fund agrees to reimburse the Adviser for such reimbursements or fee waivers to
the extent that the total expenses borne by the Fund, including the Adviser's
fee and any such reimbursement but excluding all federal, state and local taxes
does not exceed 2.00% during each of the next three years. Any amounts that may
be payable by the Fund to the Adviser at the conclusion of the third year
following the year of any such reimbursement or fee waiver by the Adviser for
the Fund shall be extinguished and the Fund shall have no further obligation to
pay the Adviser for such reimbursement or fee waiver.
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.
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. 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).
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
CULLEN FUNDS TRUST
By: _______________________________
Name
Title
CULLEN CAPITAL MANAGEMENT LLC
By: _______________________________
Name
Title
