CULLEN FUNDS TRUST
CULLEN VALUE FUND
DISTRIBUTION PLAN
(12B-1 PLAN)
The following Distribution Plan (the "Plan") has been adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act"), by
Cullen Funds Trust (the "Trust"), a Delaware trust, on behalf of the Cullen
Value Fund (the "Fund"), a series of the Trust. The Plan has been approved by a
majority of the Trust's Board of Trustees, including a majority of the Trustees
who are not interested persons of the Trust and who have no direct or indirect
financial interest in the operation of the Plan or in any Rule 12b-1 Agreement
(as defined below) (the "Disinterested Trustees"), cast in person at a meeting
called for the purpose of voting on such Plan.
In approving the Plan, the Board of Trustees determined that adoption of the
Plan would be prudent and in the best interests of the Fund and its
shareholders. Such approval by the Board of Trustees included a determination,
in the exercise of its reasonable business judgment and in light of its
fiduciary duties, that there is a reasonable likelihood that the Plan will
benefit the Fund and its shareholders.
The provisions of the Plan are as follows:
1. PAYMENTS BY THE FUND TO PROMOTE THE SALE OF FUND SHARES
(a) The Trust, on behalf of the Fund, may pay the distributor, as
determined by the Trust (the "Distributor"), as a principal underwriter of the
Fund's shares, a distribution fee of up to 0.25% of the average daily net assets
of the Fund in connection with the promotion and distribution of Fund shares and
the provision of personal services to shareholders, including, but not
necessarily limited to, advertising, compensation to underwriters, dealers and
selling personnel, the printing and mailing of prospectuses to other than
current Fund shareholders, and the printing and mailing of sales literature. The
Distributor may pay all or a portion of these fees to any registered securities
dealer, financial institution or any other person (the "Recipient") who renders
assistance in distributing or promoting the sale of shares, or who provides
certain shareholder services, pursuant to a written agreement (the "Rule 12b-1
Agreement") with respect to the Fund. Payment of these fees shall be made
pursuant to the terms of a written distribution agreement between the Trust and
the Distributor.
(b) No Rule 12b-1 Agreement shall be entered into with respect to the
Fund and no payments shall be made pursuant to any Rule 12b-1 Agreement, unless
such Rule 12b-1 Agreement is in writing and the form of which has first been
delivered to and approved by a vote of a majority of the Trust's Board of
Trustees, and of the Disinterested Trustees, cast in person at a meeting called
for the purpose of voting on such Rule 12b-1 Agreement. The form of Rule 12b-1
Agreement relating to the Fund attached hereto as Appendix A has been approved
by the Trust's Board of Trustees as specified above.
(c) Any Rule 12b-1 Agreement shall describe the services to be
performed by the Recipient and shall specify the amount of, or the method for
determining, the compensation to the Recipient.
2. QUARTERLY REPORTS
The Distributor shall provide to the Board of Trustees, and the
Trustees shall review at least quarterly, a written report of all amounts
expended pursuant to the Plan. This report shall include the identity of the
Recipient of each payment and the purpose for which the amounts were expended
and such other information as the Board of Trustees may reasonably request.
3. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall become effective immediately upon approval by the vote
of a majority of the Board of Trustees, and of the Disinterested Trustees, cast
in person at a meeting called for the purpose of voting on the approval of the
Plan. The Plan shall continue in effect for a period of one year from its
effective date unless terminated pursuant to its terms. Thereafter, the Plan
shall continue with respect to the Fund from year to year, provided that such
continuance is approved at least annually by a vote of a majority of the Board
of Trustees, and of the Disinterested Trustees, cast in person at a meeting
called for the purpose of voting on such continuance. The Plan, or any Rule
12b-1 Agreement, may be terminated with respect to the Fund at any time, without
penalty, on not more than sixty (60) days' written notice by a majority vote of
shareholders of such Fund, or by vote of a majority of the Disinterested
Trustees.
4. SELECTION OF DISINTERESTED TRUSTEES
During the period in which the Plan is effective, the selection and
nomination of those Trustees who are Disinterested Trustees of the Trust shall
be committed to the discretion of the Disinterested Trustees.
5. AMENDMENTS
All material amendments of the Plan shall be in writing and shall be
approved by a vote of a majority of the Board of Trustees, and of the
Disinterested Trustees, cast in person at a meeting called for the purpose of
voting on such amendment. In addition, the Plan may not be amended to increase
materially the amount to be expended by the Fund hereunder without the approval
by a majority vote of shareholders of the Fund affected thereby.
6. RECORDKEEPING
The Trust shall preserve copies of the Plan, any Rule 12b-1 Agreement
and all reports made pursuant to Section 2 for a period of not less than six
years from the date of this Plan, any such Rule 12b-1 Agreement or such reports,
as the case may be, the first two years in an easily accessible place.
