CODE OF ETHICS
For Access Persons of
Cullen Capital Management LLC, and
Cullen Funds Trust
I. INTRODUCTION
A. FIDUCIARY DUTY. This Code of Ethics is based on the principle that managers,
trustees, officers and employees of Cullen Capital Management LLC ("CCM") and
Cullen Funds Trust (the "Trust") have a fiduciary duty to place the interests of
clients ahead of their own. The Code applies to all Access Persons and focuses
principally on preclearance and reporting of personal transactions in
securities. Capitalized words are defined in APPENDIX 1. Access Persons must
avoid activities, interests and relationships that might interfere with making
decisions in the best interests of the Advisory Clients of CCM.
As fiduciaries, Access Persons must at all times:
1. PLACE THE INTERESTS OF ADVISORY CLIENTS FIRST. Access Persons must
scrupulously avoid serving their own personal interests ahead of the
interests of the Advisory Clients of CCM. An Access Person may not
induce or cause an Advisory Client to take action, or not to take
action, for the personal benefit of the Access Person, rather than for
the benefit of the Advisory Client. For example, an Access Person would
violate this Code by causing an Advisory Client to purchase a Security
he or she owned for the purpose or with the intent of increasing the
price of that Security.
2. AVOID TAKING INAPPROPRIATE ADVANTAGE OF THEIR POSITION. The receipt of
investment opportunities, perquisites or gifts from persons seeking
business with the Trust or CCM could call into question the exercise of
an Access Person's independent judgment. Access persons may not, for
example, use their knowledge of portfolio transactions to profit by the
market effect of such transactions or accept gifts of such value as to
potentially impair their judgment in selecting brokers or other vendors
on behalf of Advisory Clients.
3. CONDUCT ALL PERSONAL SECURITIES TRANSACTIONS IN FULL COMPLIANCE WITH
THIS CODE, INCLUDING BOTH THE PRECLEARANCE AND REPORTING REQUIREMENTS.
Doubtful situations should be resolved in favor of Advisory Clients.
Technical compliance with the Code's procedures will not automatically
insulate from scrutiny any trades that indicate an abuse of fiduciary
duties.
B. APPENDICES TO THE CODE. The appendices to this Code are attached hereto and
are a part of the Code, and include the following:
1. DEFINITIONS-- capitalized words as defined in the Code-- (Appendix 1),
2. DISCLOSURE OF PERSONAL HOLDINGS IN SECURITIES (Appendix 2),
3. LIST OF BROAD-BASED INDICES (Appendix 3).
4. PRECLEARANCE REQUEST FOR ACCESS PERSONS (Appendix 4);
5. SECURITIES TRANSACTION REPORT (Appendix 5);
6. ANNUAL CODE OF ETHICS CERTIFICATION (APPENDIX 6); and
7. ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS (Appendix 7)
C. APPLICATION OF THE CODE TO INDEPENDENT TRUST TRUSTEES. This Code applies to
Independent Trust Trustees, and requires Independent Trust Trustees and their
Immediate Families to report Securities Transactions to the Administrator in
accordance with Section II.F. However, provisions of the Code requiring the
disclosure of personal holdings (Section II.A.), preclearance of trades (Section
II.B.), prohibited transactions (II.D.1.), large positions in registered
investment companies (Section II.D.2.c.), private placements (Section II.D.3.),
restrictions on serving as a director of a publicly-traded company (Section
III.F.), and receipt of gifts (Section III.B.) do not apply to Independent Trust
Trustees.
D. APPLICATION OF THE CODE TO FUNDS SUB-ADVISED BY CCM. This Code does not apply
to the directors or officers of Funds for which CCM serves as a subadviser.
II. PERSONAL SECURITIES TRANSACTIONS
A. ANNUAL DISCLOSURE OF PERSONAL HOLDINGS BY ACCESS PERSONS.
1. GENERAL REQUIREMENT. Within ten (10) days after designation as an
Access Person, and thereafter on an annual basis, all Access Persons
must report on the Disclosure of Personal Holdings In Securities Form
(APPENDIX 2) (or a substantially similar form) (i) all Securities,
including securities held in certificate form, in which they have a
Beneficial Interest, (ii) all Securities in non-client accounts for
which they make investment decisions and (iii) each securities account
the Access Person maintains with a broker, dealer or bank. This
provision does not apply to Independent Trust Trustees.
2. SECURITIES EXEMPT FROM ANNUAL DISCLOSURE REQUIREMENT. Securities
specifically excluded from the definition of Security are exempt from
the initial and annual disclosure requirement of this Code.
B. PRECLEARANCE REQUIREMENTS FOR ACCESS PERSONS.
1. GENERAL REQUIREMENT. Except for the transactions set forth in Section
II.B.2., all Securities Transactions in which an Access Person or a member of
his or her Immediate Family has a Beneficial Interest must be precleared with
the President or the President's designee. This provision does not apply to
transactions of Independent Trust Trustees and their Immediate Families.
2. TRANSACTIONS EXEMPT FROM PRECLEARANCE REQUIREMENTS. The following Securities
Transactions are exempt from the preclearance requirements set forth in Section
II.B.1. of this Code:
a. MUTUAL FUNDS. Securities issued by any registered open-end investment
companies (including but not limited to the Trust);
b. NO KNOWLEDGE. Securities Transactions where neither CCM, the
Access Person nor an Immediate Family member knows of the
transaction before it is completed (for example, Securities
Transactions effected for an Access Person by a trustee of a
blind trust or discretionary trades involving an investment
partnership or investment club in which the Access Person is
neither consulted nor advised of the trade before it is
executed);
c. CERTAIN CORPORATE ACTIONS. Any acquisition or disposition of Securities
through stock dividends, dividend reinvestments, stock splits, reverse
stock splits, mergers, consolidations, spin-offs, or other similar
corporate reorganizations or distributions generally applicable to all
holders of the same class of Securities;
d. RIGHTS. Any acquisition or disposition of Securities through the
exercise of rights issued by an issuer PRO RATA to all holders of a class
of its Securities, to the extent the rights were acquired in the issue or
through the exercise of rights, options, convertible bonds or other
instruments acquired in compliance with the Code;
e. APPLICATION TO COMMODITIES, FUTURES, OPTIONS ON FUTURES AND OPTIONS ON
BROAD-BASED INDICES. Commodities, futures (including currency futures and
futures on securities comprising part of a broad-based, publicly traded
market-based index of stocks), options on futures, options on currencies
and options on certain indices designated by the President as broad-based
are not subject to the preclearance, seven day black-out, 60-day profit
disgorgement, or prohibited transaction provisions of Section II.D.1. of
the Code, but are subject to transaction reporting in accordance with
Section II.F. The options on indices designated by the President as
broad-based may be changed from time to time and are listed in APPENDIX 3;
and
f. MISCELLANEOUS. Any transaction in the following: (1) bankers
acceptances, (2) bank certificates of deposit ("CDs") and bank and savings
and loan accounts, (3) commercial paper, (4) repurchase agreements (when
backed by exempt securities), (5) Securities that are direct obligations of
the U.S. Government, (6) the acquisition of equity securities in dividend
reinvestment plans ("DRIPs"), when the acquisition is directly through the
issuer or its non-broker agents, (7) Securities of the employer of a member
of the Access Person's Immediate Family if such securities are beneficially
owned through participation by the Immediate Family member in a profit
sharing plan, 401(k) plan, ESOP, or other similar plan, and (8) other
Securities as may from time to time be designated in writing by the
President on the grounds that the risk of abuse is minimal or non-existent.
THE SECURITIES TRANSACTIONS LISTED ABOVE ARE NOT NECESSARILY EXEMPT
FROM THE REPORTING REQUIREMENTS SET FORTH IN SECTION II.F.
C. PRECLEARANCE REQUESTS.
1. TRADE AUTHORIZATION REQUEST FORMS. Prior to entering an order for a
Securities Transaction that requires preclearance, the Access Person
must complete, IN WRITING, a Preclearance Request For Access Persons
Form as set forth in APPENDIX 4 and submit the completed form to the
Administrator (or his alternate). The Preclearance Request For Access
Persons Form requires Access Persons to provide certain information and
to make certain representations. Proposed Securities Transactions of
the Administrator that require preclearance must be submitted to his
alternate.
2. REVIEW OF FORM. After receiving the completed Preclearance Request For Access
Persons Form, the Administrator (or the Administrator's alternate) will (a)
review the information set forth in the form with the President (or the
President's designee), (b) confirm with the President (or the President's
designee) whether the Securities are held by any Funds or other accounts
managed by CCM and whether there are any unexecuted orders to purchase or sell
the Securities by any Trust or accounts managed by CCM, and (c) as soon as
reasonably practicable, record the decision of the President (or the President's
designee) whether to clear the proposed Securities Transaction. The
authorization, date and time of the authorization should be reflected on the
Preclearance Request For Access Persons Form. The Administrator (or his
alternate) will keep one copy of the completed form for the records, and send
one copy to the Access Person seeking authorization.
D. PROHIBITED TRANSACTIONS.
1. PROHIBITED SECURITIES TRANSACTIONS. The following Securities
Transactions for accounts in which an Access Person or a member of his
or her Immediate Family have a Beneficial Interest, to the extent they
require preclearance under Section II.B. above, are prohibited and will
not be authorized by the President (or the President's designee) absent
exceptional circumstances, in which case a written record will be made
of the authorization of, and the rationale supporting, such Securities
Transaction (which record will be maintained for at least five years
after the fiscal year in which such authorization was granted):
a. INITIAL PUBLIC OFFERINGS. Any purchase of Securities in an Initial
Public Offering (other than a new offering of a registered open-end
investment company);
b. PENDING BUY OR SELL ORDERS. Any purchase or sale of Securities on any
day during which any Advisory Client has a pending "buy" or "sell" order in
the same Security (or Equivalent Security) until that order is executed or
withdrawn;
c. SEVEN DAY BLACKOUT. Purchases or sales of Securities by a Portfolio
Manager within seven calendar days of a purchase or sale of the same
Securities (or Equivalent Securities) by an Advisory Client
managed by that Portfolio Manager;
d. INTENTION TO BUY OR SELL FOR ADVISORY CLIENT. Purchases or sales of
Securities at a time when that Access Person intends, or knows of another's
intention, to purchase or sell that Security (or an Equivalent Security) on
behalf of an Advisory Client. This prohibition applies whether the
Securities Transaction is in the same (E.G., two purchases or two sales) or
the opposite (a purchase and sale) direction of the transaction of the
Advisory Client; and
e. 60-DAY BLACKOUT. (1) Purchases of a Security in which an
Access Person acquires a Beneficial Interest within 60 days of
the sale of the Security (or an Equivalent Security) in which
such Access Person had a Beneficial Interest, and (2) sales of
a Security in which an Access Person had a Beneficial Interest
within 60 days of the purchase of the Security (or an
Equivalent Security) in which such Access Person has a
Beneficial Interest, unless, in each case, the Access Person
agrees to give up all profits on the transaction to a
charitable organization or otherwise as specified in
accordance with Section IV.B.1.
2. ALWAYS PROHIBITED SECURITIES TRANSACTIONS. The following Securities
Transactions are prohibited and will not be authorized under any circumstances:
a. INSIDE INFORMATION. Any transaction in a Security while in possession of
material nonpublic information regarding the Security or the issuer of the
Security;
b. MARKET MANIPULATION. Transactions intended to raise, lower or maintain
the price of any Security or to create a false appearance of active
trading;
c. LARGE POSITIONS IN MUTUAL FUNDS. Transactions in a registered investment
company (other than the Trust) which result in the Access Person owning
five percent or more of any class of Securities in such investment company
(this prohibition does not apply to Independent Trust Trustees); and
d. OTHERS. Any other transactions deemed by the President (or the
President's designee) to involve a conflict of interest, possible diversion
of corporate opportunity, or an appearance of impropriety.
3. PRIVATE PLACEMENTS. Acquisitions of Beneficial Interests in Securities in a
Private Placement by an Access Person is discouraged. The President (or the
President's designee) may give permission for such Securities Transactions only
after considering, among other factors, whether the investment opportunity
should be reserved for Advisory Clients and whether the opportunity is being
offered to an Access Person by virtue of his or her position as an Access
Person. Access Persons who have been authorized to acquire and have acquired
securities in a Private Placement are required to disclose that investment
when they play a part in any subsequent consideration of an investment in the
issuer by an Advisory Client, and the decision to purchase Securities of such an
issuer by an Advisory Client must be independently authorized by a Portfolio
Manager with no personal interest in the issuer. This provision does not apply
to Independent Trust Trustees.
4. NO EXPLANATION REQUIRED FOR REFUSALS. In some cases, the President (or the
President's designee) may refuse to authorize a Securities Transaction for a
reason that is confidential. The President (or the President's designee) is not
required to give an explanation for refusing to authorize any Securities
Transaction.
E. LENGTH OF TRADE AUTHORIZATION APPROVAL. Any trading authorization provided
hereunder is effective until the earlier of (1) its revocation, (2) the close of
business on the second trading day after the authorization is granted (for
example, if authorization is provided on a Monday, it is effective until the
close of business on Wednesday), or (3) the Access Person learns that the
information in the Preclearance Request for Access Persons Form is not accurate.
If the order for the Securities Transaction is not placed within that period, a
new advance authorization must be obtained before the Securities Transaction is
placed. If the Securities Transaction is placed but has not been executed within
two trading days after the day the authorization is granted (as, for example, in
the case of a limit order or a "not held" order), no new authorization is
necessary unless the person placing the original order for the Securities
Transactions amends it in any way.
F. TRADE REPORTING REQUIREMENTS.
1. REPORTING REQUIREMENT.
(a) Except as provided in Section II.F.1.f., each Access Person
must report to the Administrator (or to such alternate person
as the President may designate from time to time) the
information described in Section II.F.1.c. of this Code with
respect to any Securities Transaction of which such Access
Person is aware in any Security in which the Access Person
has, or by reason of such Securities Transaction acquires, a
Beneficial Interest.
(b) Notwithstanding Section II.F.1.a., and except as provided in Section
II.F.1.f., each Independent Trust Trustee must report to the Administrator
the information described in Section II.F.1.c. of this Code with respect to
any Securities Transaction of which the Independent Trust Trustee is aware
in which the Independent Trust Trustee has, or by reason of such Securities
Transaction acquires, any Beneficial Interest, but only if such Independent
Trust Trustee knows, or in the ordinary course of fulfilling the
Independent Trust Trustee's official duties as a trustee of the Trust
should have known, that, during the 15-day period immediately preceding or
following the trade date of the Securities Transaction, the Security was
purchased or sold by the applicable series of the Trust, or was being
considered for such purchase or sale.
(c) Every such required report must be made no later than ten (10)
days after the end of the calendar quarter in which the
Securities Transaction with respect to which the report
relates is effected or becomes known to the reporting Access
Person, and must contain the following information:
(i) The date of the transaction, the title, the interest rate and
maturity date (if applicable), the number of shares, and the principal
amount of each Security involved;
(ii) The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(iii) The price at which the transaction was effected;
(iv) The name of the broker, dealer, bank or other party with or
through which the transaction was effected; and
(v) The date that the report is submitted by the Access Person.
(d) In addition, with respect to any account established by the
Access Person in which any securities were held during the
quarter for the direct or indirect benefit of the Access
Person, such report must contain the following additional
information:
(i) The name of the broker, dealer or bank with whom the Access Person
established the account;
(ii) The date the account was established; and
(iii) The date that the report is submitted by the Access Person.
(e) The form to be used for making such reports is the Security
Transaction Report Form as set forth in APPENDIX 5. If a
confirmation for the reporting Access Person's Securities
Transaction or related brokerage statement includes the
required information, the form of report may simply be to
attach a copy of such confirmation or statement.
(f) The foregoing does not apply to transactions and holdings in (1)
registered open-end investment companies, including but not limited to
series of the Trust, (2) bankers acceptances, bank CDs and bank and savings
and loan accounts, (3) commercial paper, (4) repurchase agreements (when
backed by exempt securities), (5) Securities that are direct obligations of
the U.S. Government, (6) the acquisition of equity securities in DRIPs when
the acquisition is directly through the issuer or its non-broker agents,
(7) securities of the employer of a member of the Access Person's Immediate
Family if such securities are beneficially owned through participation by
the Immediate Family member in a profit sharing plan, 401(k) plan, ESOP, or
other similar plan or (8) any account over which such Access Person does
not have any direct or indirect influence or control.
2. DISCLAIMERS. Any report of a Securities Transaction for the benefit of
a person other than the individual in whose account the transaction is
placed may contain a statement that the report should not be construed
as an admission by the person making the report that he or she has any
direct or indirect beneficial ownership of the Security to which the
report relates.
3. QUARTERLY REVIEW. At least quarterly, for Securities Transactions requiring
preclearance under this Code, the Administrator (or his alternate) shall compare
the reports, confirmations and/or periodic statements provided pursuant to
Section II.F.1. above, to the approved Preclearance Request for Access
Persons Forms. Such review shall include:
a. Whether the Securities Transaction complied with this Code;
b. Whether the Securities Transaction was authorized in advance of its
placement;
c. Whether the Securities Transaction was executed within two full trading
days of when it was authorized;
d. Whether any Fund or accounts managed by CCM owned the Securities at the
time of the Securities Transaction, and
e. Whether any Fund or separate accounts managed by CCM purchased or sold
the Securities in the Securities Transaction within 10 days of the
Securities Transaction.
4. REVIEW OF HOLDINGS REPORTS. The Administrator (or the Administrator's
alternate) shall review the reports made upon designation as an Access Person
pursuant to Section II.A.1. as such reports are made and shall review the annual
reports made pursuant to Section II.A.1. at least annually.
5. AVAILABILITY OF REPORTS. All information supplied pursuant to this Code
will be available for inspection by the Board of Managers of CCM, the
Board of Trustees of the Trust, the President (and the President's
designee), the Administrator (and the Administrator's alternate), any
party to which any investigation is referred by any of the foregoing,
the SEC, any self-regulatory organization of which the Trust or CCM is
a member, and any state securities commission, as well as any attorney
or agent of the foregoing, the Trust or CCM.
6. RECORD RETENTION. Each of the Trust and CCM, at its respective principal
place of business, shall maintain records as follows:
a. A copy of each Code that is in effect, or at any time within the past
five years was in effect, must be maintained in an easily accessible place;
b. A record of any violation of the Code and of any action taken as a
result of the violation, must be maintained in an easily accessible place
for at least five years after the end of the fiscal year in which the
violation occurs;
c. A copy of each report made by an Access Person under the Code
must be maintained for at least five years after the end of
the fiscal year in which the report is made or the information
is provided, the first two years in an easily accessible
place;
d. A record of all persons, currently or within the past five years, who
are or were required to make reports under the Code, or who are or were
responsible for reviewing these reports, must be maintained in an easily
accessible place; and
e. A copy of each report required by Section A.2. must be maintained for at
least five years after the end of the fiscal year in which it is made, the
first two years in an easily accessible place.
III. FIDUCIARY DUTIES
A. CONFIDENTIALITY. Access Persons are prohibited from revealing information
relating to the investment intentions, activities or portfolios of Advisory
Clients except to persons whose responsibilities require knowledge of the
information.
B. GIFTS. The following provisions on gifts apply only to employees of CCM:
1. ACCEPTING GIFTS. On occasion, because of their position with CCM or the
Trust, employees may be offered, or may receive without notice, gifts from
clients, brokers, vendors or other persons not affiliated with such entities.
Acceptance of extraordinary or extravagant gifts is not permissible.
Any such gifts must be declined or returned in order to protect the reputation
and integrity of CCM and the Trust. Gifts of a nominal value (E.G., gifts whose
reasonable value is no more than $250 a year), and customary business meals,
entertainment (E.G., sporting events) and promotional items (E.G., pens,
mugs, T-shirts, hats, etc.) may be accepted.
If an employee receives any gift that might be prohibited under this Code, the
employee must inform the Administrator.
2. SOLICITATION OF GIFTS. Employees of CCM may not solicit gifts or gratuities.
3. GIVING GIFTS. Except with the permission of the Administrator,
employees of CCM may not give any gift with a value in excess of $250
per year to persons associated with securities or financial
organizations, including exchanges, member organizations, commodity
firms, news media or clients of CCM.
C. PAYMENTS TO ADVISORY CLIENTS. Access Persons may not make any payments to
Advisory Clients in order to resolve any type of Advisory Client complaint. All
such matters must be handled by the President.
D. CORPORATE OPPORTUNITIES. Access Persons may not take personal advantage of
any opportunity properly belonging to any Advisory Client or CCM. This includes,
but is not limited to, acquiring Securities for one's own account that would
otherwise be acquired for an Advisory Client.
E. UNDUE INFLUENCE. Access Persons may not cause or attempt to cause any
Advisory Client to purchase, sell or hold any Security in a manner calculated to
create any personal benefit to the Access Person. If an Access Person or a
member of his or her Immediate Family stands to materially benefit from an
investment decision for an Advisory Client that the Access Person is
recommending or participating in, the Access Person must disclose to those
persons with authority to make investment decisions for the Advisory Client (or
to the Administrator (or his alternate) if the Access Person in question is a
person with authority to make investment decisions for the Advisory Client), any
Beneficial Interest that the Access Person (or a member of his or her Immediate
Family) has in that Security or an Equivalent Security, or in the issuer
thereof, where the decision could create a material benefit to the Access Person
(or a member of his or her Immediate Family) or the appearance of impropriety.
F. SERVICE AS A TRUSTEE. No Access Person, other than an Independent Trust
Trustee, may serve on the board of directors of a publicly-held company not
affiliated with CCM or the Trust absent prior written authorization by the
President. This authorization, if granted, will normally require that the
affected Access Person be isolated from those making investment decisions
related to the issuer on whose board the Access Person sits.
G. INVOLVEMENT IN CRIMINAL MATTERS OR INVESTMENT-RELATED CIVIL PROCEEDINGS. Each
Access Person must notify the President, as soon as reasonably possible, if such
Access Person is arrested, arraigned, indicted or pleads no contest to any
criminal offense (other than minor traffic violations) or if named as a
defendant in any investment-related civil proceedings or any administrative or
disciplinary action.
IV. COMPLIANCE WITH THIS CODE OF ETHICS
A. Administration.
1. INVESTIGATING VIOLATIONS OF THE CODE. The Administrator (or the
Administrator's alternate) is responsible for investigating any
suspected violation of the Code. Any material violation of the Code by
an employee of CCM or the Trust for which significant remedial action
was taken will be reported to the Boards of Trustees of the Trust not
later than the next regularly scheduled quarterly Board meeting.
2. ANNUAL REPORTS. The Administrator (or the Administrator's alternate) will
review the Code at least once a year, in light of legal and business
developments and experience in implementing the Code, and will prepare a report
in writing to CCM and the Board of Trustees of the Trust:
a. Summarizing existing procedures concerning personal investing and any
changes in the procedures made during the past year;
b. Identifying any violation requiring significant remedial action during
the past year;
c. Identifying any recommended changes in existing restrictions or
procedures based on the past year's experience under the Code, evolving
industry practices, or developments in applicable laws or regulations; and
d. Certifying that CCM and/or the Trust have established procedures
reasonably necessary to prevent Access Persons from violating the Code.
B. REMEDIES.
1. SANCTIONS. If the Administrator (or the Administrator's alternate) determines
that an Access Person has committed a violation of the Code, the Administrator
(or the Administrator's alternate) shall bring the matter to the attention of
the President (or the President's designee), and the President may impose
sanctions and take other actions as he deems appropriate, including a letter of
caution or warning, suspension of personal trading privileges, suspension of
employment (with or without compensation), fine, civil referral to the SEC,
criminal referral and/or termination of the employment of the violator for
cause. The President (or the President's designee) may also require the Access
Person to reverse the trade(s) in question and forfeit any profit or absorb any
loss derived therefrom. The amount of profit shall be forwarded to a charitable
organization. The Administrator shall cause his alternate to review the
Administrator's own transactions, and the President shall cause the President's
designee to act as President with respect to him.
2. AUTHORITY. The President (or the President's designee) has the authority,
subject to the review set forth in Section IV.B.3. below, to determine the
remedy for any violation of the Code, including appropriate disposition of any
monies forfeited pursuant to this provision. Failure to promptly abide
by a directive to reverse a trade or forfeit profits may result in the
imposition of additional sanctions.
3. REVIEW. Whenever the President (or the President's designee) determines that
an Access Person has committed a violation of this Code that merits significant
remedial action, he will report no later than the next quarterly meeting to the
Board of Trustees of the Trust, information relating to the investigation of the
violation, including any sanctions imposed. The Board of Trustees of the Trust
may modify such sanctions as it deems appropriate. The Board of Trustees shall
have access to all information considered by the President (or the President's
designee) in relation to the case. The President (or the President's designee)
may determine whether to delay the imposition of any sanctions pending review by
the Board of Trustees.
C. EXCEPTIONS TO THE CODE. The President (or the President's designee) may grant
exceptions to the requirements of the Code on a case by case basis if he finds
that the proposed conduct involves negligible opportunity for abuse. All
material exceptions must be in writing and must be reported as soon as
practicable to the Board of Trustees of the Trust at its next regularly
scheduled meeting after the exception is granted.
D. COMPLIANCE CERTIFICATION. At least annually, all Access Persons will be
required to certify on the Annual Code of Ethics Certification set forth in
APPENDIX 6 or on a document substantially in the form of APPENDIX 6 that they
have complied with the Code in all respects.
E. INQUIRIES REGARDING THE CODE. The Administrator (or the Administrator's
alternate) or the President (or the President's designee) will answer any
questions about this Code or any other compliance-related matters.
APPENDIX 1
DEFINITIONS
"ACCESS PERSON" means (1) every director, trustee, officer or
manager of CCM or the Trust (2) every employee of CCM who, in connection with
his or her regular functions, makes, participates in or obtains information
regarding the purchase or sale of a security by an Advisory Client's account;
(3) every employee of CCM who is involved in making purchase or sale
recommendations for an Advisory Client's account; (4) every employee of CCM who
obtains information concerning such recommendations prior to their
dissemination; and (5) such agents of CCM or the Trust as the President may
designate who may be deemed an Access Person if they were an employee of the
foregoing. A person does not become an Access Person simply by virtue of the
following:
i. normally assisting in the preparation of public reports, or receiving
public reports, but not receiving information about CURRENT recommendations or
trading; or
ii. a single instance or isolated instances of obtaining knowledge of
current recommendations or trading activity, or infrequently and inadvertently
obtaining such knowledge.
Any uncertainty as to whether an individual is an Access Person should be
brought to the attention of the Administrator. Such questions will be resolved
in accordance with, and this definition shall be subject to, the definition of
"Access Person" found in Rule 17j-1(a)(1) promulgated under the Investment
Company Act of 1940.
"ADMINISTRATOR" means John C. Gould or such alternate person
as may be designated by the Administrator from time to time. In any event, an
alternate person shall be designated to administer the Code with respect to the
Administrator.
"ADVISORY CLIENT" means any client (including both investment
companies and managed accounts) for which CCM serves as an investment adviser or
subadviser, renders investment advice, makes investment decisions or places
orders through its Trading Department.
"BENEFICIAL INTEREST" means the opportunity, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise, to profit, or share in any profit derived from, a transaction in the
subject Securities. An Access Person is deemed to have a Beneficial Interest in
Securities owned by members of his or her Immediate Family. Common examples of
Beneficial Interest include joint accounts, spousal accounts, UTMA or UGMA
accounts, partnerships, trusts, and controlling interests in corporations. Any
uncertainty as to whether an Access Person has a Beneficial Interest in a
Security should be brought to the attention of the Administrator. Such questions
will be resolved by reference to the principles set forth in the definition of
"beneficial owner" found in Rules 16a-1(a)(2) and (5) promulgated under the
Securities Exchange Act of 1934.
"CCM" means Cullen Capital Management LLC, a Delaware limited
liability company.
"CODE" means this Code of Ethics.
"EQUIVALENT SECURITY" means any Security issued by the same
entity as the issuer of a subject Security that is exchangeable for or
convertible into the equity Security of the issuer. Examples include options,
rights, stock appreciation rights, warrants and convertible bonds.
"FUND" or "FUNDS" means the Cullen Value Fund, a series of the
Trust, and any other investment company registered under the Investment Company
Act of 1940 (or a portfolio or series thereof, as the case may be) for which CCM
serves as an adviser or subadviser.
"IMMEDIATE FAMILY" of an Access Person means any of the
following persons who reside in the same household as the Access Person:
child grandparent son-in-law
stepchild spouse daughter-in-law
grandchild sibling brother-in-law
parent mother-in-law sister-in-law
stepparent father-in-law
Immediate Family includes adoptive relationships and any other relationship
(whether or not recognized by law) which the Administrator determines could lead
to the possible conflicts of interest, diversions of corporate opportunity or
appearances of impropriety which the Code is intended to prevent.
"INDEPENDENT TRUST TRUSTEE" means an independent trustee of
the Trust and any other investment company for which CCM serves as the adviser.
"INITIAL PUBLIC OFFERING" means an offering of securities
registered under the Securities Act of 1933 the issuer of which, immediately
before the registration, was not subject to the reporting requirements of
sections 13 or 15(d) of the Securities Exchange Act of 1934.
"PORTFOLIO MANAGER" means a person who has or shares principal
day-to-day responsibility for managing the portfolio of an Advisory Client.
"PRESIDENT" means the president of CCM or such other person as
may be designated by the president of CCM from time to time who is involved with
the investment management business of CCM.
"PRIVATE PLACEMENT" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to section 4(2) or
section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 under the Securities
Act of 1933.
"SEC" means the Securities and Exchange Commission.
"SECURITY" includes stock, notes, bonds, debentures, and other
evidences of indebtedness (including loan participations and assignments),
limited partnership interests, investment contracts, and all derivative
instruments of the foregoing, such as options and warrants. Security does not
include futures, options on futures or options on currencies, but the purchase
and sale of such instruments are nevertheless subject to the reporting
requirements of the Code.
"TRUST" means the Cullen Funds Trust, a Delaware business
trust.
"SECURITIES TRANSACTION" means a purchase or sale of
Securities in which an Access Person or a member of his or her Immediate Family
has or acquires a Beneficial Interest.
APPENDIX 2
DISCLOSURE OF PERSONAL SECURITIES
HOLDINGS UNDER SECTION II.A.
CODE OF ETHICS
In accordance with Section II A. of the Code of Ethics of Cullen Capital
Management LLC and Cullen Funds Trust, the undersigned Access Person hereby
discloses all Securities (other than those specifically excluded from the
definition of Security), including physical certificates held, in which such
Access Person has a Beneficial Interest, including those in accounts of the
Immediate Family of the Access Person and all Securities in non-client accounts
which the Access Person makes investment decisions:
(1) Name and Access Person:
(2) If different than (1), name of the person in whose name account(s) held
(3) Relationship of (2) to (1)
(4) Broker(s) at which Account(s) maintained
(5) Account Number(s):
(6) Contact person at Broker(s) and phone number(s)
(7) For each account, attach the most recent account statement listing
Securities in that account. If the Access Person owns Beneficial Interests in
Securities that are not listed in an attached account statement(s), or holds
physical certificates, list them below:
NAME OF SECURITY QUALITY VALUE CUSTODIAN
1.
2.
3.
4.
5.
(8) Date as of which holdings disclosed: ___________, 20___
(ATTACH SEPARATE SHEETS IF NECESSARY.)
I certify that this form and the attached statements (if any)
constitute all of the Securities in which I have a Beneficial Interest,
including those for which I hold physical certificates, as well as those held in
accounts of my Immediate Family.
-------------------- -----------------------------------
Date Access Person Signature
-----------------------------------
Print Name
APPENDIX 3
LIST OF BROAD-BASED INDICES
Listed below are the broad-based indices as designated by the President. See
Section II.B.2. for additional information.
Computer Technology (AMEX) Eurotop 100 (AMEX) Hong Kong Option
Index (AMEX) Japan Index (AMEX) Major Market Index (AMEX)
Major Market Index (LEAPS) (AMEX) Russell 2000 (CBOE) Russell
2000 (LEAPS) (CBOE) Semiconductor Sector (HLX) S & P 100 Index
(LEAPS) (CBOE) S & P 500 Index (LEAPS) (CBOE) Value Line Index
(PHLX) Value Line Index (LEAPS) (PHLX) Wilshire Small Cap
Index (PSE)
APPENDIX 4
PRECLEARANCE REQUEST FOR ACCESS PERSONS
1. Name of Access Person (and trading entity, if different):
2. Name and symbol of Security:
3. Maximum quantity to be purchased or sold:
4. Name and phone number of broker to effect transaction:
5. Check if applicable:
Purchase ____ Market Order ____ Limit Order ____ Price: ____
Sale ____ Not held order ____
(IF LIMIT ORDER ALSO INCLUDE EXECUTION PRICE)
6. In connection with the foregoing transaction, I hereby make the following
representations and warranties:
(a) I do not possess any material nonpublic information regarding the
Security or the issuer or the Security.
(b) To my knowledge:
(1) The Securities or "equivalent" securities (i.e., securities issued
by the same issuer) [are/are not] (circle one) held by any
investment companies or other accounts managed by CCM;
(2) There are no outstanding purchase or sell orders for this Security
(or any equivalent security) by any investment companies or other
accounts managed by CCM; and
(3) None of the Securities (or equivalent securities) are
actively being considered for purchase or sale by any
investment companies or other accounts managed by
CCM.
(c) The Securities are not being acquired in an initial public offering.
(d) The Securities are not being acquired in a private placement or, if
they are, I have reviewed Section II D.3. of the Code and have
attached hereto a written explanation of such transaction.
(e) If I am a Portfolio Manager, none of the accounts I manage
purchased or sold these Securities (or equivalent securities)
within the past seven calendar days and I do not expect any
such client accounts to purchase or sell these Securities (or
equivalent securities) within seven calendar days of my
purchase or sale.
(f) If I am purchasing these Securities, I have not directly or
indirectly (through any member of my Immediate Family, any
account in which I have a Beneficial Interest or otherwise)
sold these Securities (or equivalent securities) in the prior
60 days.
(g) If I am selling these Securities, I have not directly or
indirectly (through any member of my Immediate Family, any
account in which I have a Beneficial Interest or otherwise)
purchased these Securities (or equivalent securities) in the
prior 60 days.
(h) I have read the Code of Ethics within the prior 12 months and
believe that the proposed trade fully complies with the
requirements of the Code.
------------------------- -------------------------------------------
Date Access Person Signature
-------------------------------------------
Print Name
AUTHORIZATION
Authorized By: ___________________ Date: __________ Time: _________
APPENDIX 5
SECURITY TRANSACTION REPORT
THREE MONTHS ENDED _____________
In accordance with Section II.F. of the Code of Ethics of
Cullen Funds Trust and Cullen Capital Management LLC, all Transactions in
Securities (other than those specifically excluded from the definition of
Security) in which such Access Person has a Beneficial Interest, including those
of the Immediate Family of the Access Person, during the three month period
covered by this report, as follows:
<TABLE>
<CAPTION>
TYPE OF NO. OF SHARES BROKER, DEALER
TRANSACTION (E.G., OR PRINCIPAL NAME OF ISSUER PRICE PER OR BANK WITH OR
DATE PURCHASE, SALE) AMOUNT AND TITLE OF CLASS SHARE OR UNIT THROUGH WHOM EFFECTED
<S> <C> <C> <C> <C> <C>
</TABLE>
This report must be filed within 10 days after the close of the three-month
period covered. The filing of this report does not constitute an admission of
beneficial ownership of any securities referred to herein.
During the three month period covered by this report, the undersigned certifies
that neither he nor any member of his Immediate Family established any
Securities account with any broker, dealer or bank, except as follows:
[ ] Check here if none.
The undersigned certifies that the above information is true and complete and
that, during the period covered by this report, he or she has complied in all
respects with the Cullen Capital Management LLC and Cullen Funds Trust Code of
Ethics.
------------------------ -------------------------------
Date Access Person Signature
-------------------------------
Print Name
APPENDIX 6
ANNUAL CERTIFICATION UNDER SECTION IV.D.
In accordance with Section IV.D. of the Code of Ethics (the "Code") of Cullen
Funds Trust (the "Trust") and Cullen Capital Management LLC ("CCM"), the
undersigned hereby acknowledges that he or she has in his or her possession, and
has recently reviewed, a copy of the Code of Ethics and hereby certifies that
since January 1, 20__, he or she has complied with the policies and requirement
of the Code. The undersigned also acknowledges that he or she has in his or her
possession, and has recently reviewed, a copy of the Statement of Policy on
Insider Trading of the Trust and/or CCM, as applicable, and certifies that since
such date he or she has complied with its requirements.
------------------------- -----------------------------------
Date Access Person Signature
-----------------------------------
Print Name
APPENDIX 7
ACKNOWLEDGMENT OF RECEIPT
The undersigned acknowledges that he or she has received, and
has reviewed, a copy of the Code of Ethics (the "Code") of Cullen Funds Trust
(the "Trust") and Cullen Capital Management LLC ("CCM") and hereby acknowledges
that he or she is an Access Person as defined in the Code and agrees to comply
with the policies and requirements of the Code. The undersigned also
acknowledges that he or she has received, and has reviewed, a copy of the
Statement of Policy on Insider Trading of the Trust and/or CCM, as applicable,
and agrees to comply with its requirements.
------------------------- -----------------------------------
Date Access Person Signature
-----------------------------------
Print Name
