Filed with the Securities and Exchange Commission on June 28, 2000
1933 Act Registration File No. 333-33302
1940 Act File No. 811-9871
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. 2 |X|
Post-Effective Amendment No. |_|
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 2 |X|
CULLEN FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)
645 Fifth Avenue
New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 843-0506
Brooks Cullen
645 Fifth Avenue
New York, NY 10022
(Name and Address of Agent for Service)
Copies of all communications to:
Suzanne E. Riley, Esq.
Firstar Mutual Fund Services, LLC
615 East Michigan Street, 2nd Floor
Milwaukee, WI 53202
Approximate Date of Proposed Public Offering: As soon as practical after the
effective date of this Registration Statement.
It is proposed that this filing will become effective (check appropriate box)
_____ immediately upon filing pursuant to paragraph (b)
_____ on ___________ pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)(1)
_____ on ____________ pursuant to paragraph (a)(1)
_____ 75 days after filing pursuant to paragraph (a)(2)
_____ on ____________ pursuant to paragraph (a)(2) of Rule 485.
Title of securities being registered: Cullen Value Fund
CULLEN VALUE FUND
A series of Cullen Funds Trust
____, 2000
The Securities and Exchange Commission ("SEC") has not approved or disapproved
of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
YOUR INVESTMENT................................................................1
WHAT ARE THE FUND'S GOALS?..................................................1
WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?........................1
WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?...........................1
WHO SHOULD INVEST IN THE FUND?..............................................2
PERFORMANCE INFORMATION.....................................................2
WHAT ARE THE FUND'S FEES AND EXPENSES?......................................3
WHO MANAGES THE FUND?.......................................................4
OTHER IMPORTANT INFORMATION YOU SHOULD KNOW....................................6
FINANCIAL HIGHLIGHTS........................................................6
ADDITIONAL INFORMATION ON INVESTMENT POLICIES AND RISKS.....................6
YOUR ACCOUNT...................................................................8
SHARE PRICE.................................................................8
BUYING SHARES...............................................................9
SELLING SHARES.............................................................11
ADDITIONAL POLICIES........................................................12
DISTRIBUTION FEES..........................................................13
DISTRIBUTIONS AND TAXES....................................................13
SHAREHOLDER REPORTS AND CONFIRMATIONS......................................14
RESERVED RIGHTS............................................................14
FOR MORE INFORMATION.......................................................16
In this prospectus, the "Adviser" refers to Cullen Capital Management LLC, the
investment adviser for the Cullen Value Fund (the "Fund"), a series of the
Cullen Funds Trust (the "Trust").
YOUR INVESTMENT
WHAT ARE THE FUND'S GOALS?
The Fund seeks long-term capital appreciation. Current income is a secondary
objective.
WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?
The Fund invests primarily in common stocks of medium- and large-capitalization
companies (companies with a market capitalization of $1.5 billion or more at the
time of purchase by the Fund). The Adviser generally selects stocks of companies
that have:
o a below average price/earnings ratio as compared to that of the Standard &
Poor's 500 Stock Index; and
o above average projected earnings growth as compared to that of the Standard &
Poor's 500 Stock Index.
The Fund generally invests substantially all of its assets in common stocks. The
Fund invests roughly similar amounts of its assets in each stock in the
portfolio. This approach avoids the overweighting of any individual security
being purchased. The Adviser may sell portfolio stocks when they are no longer
attractive based on their growth potential or price.
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AMERICAN DEPOSITORY RECEIPTS ARE NEGOTIABLE CERTIFICATES THAT REPRESENT A GIVEN
NUMBER OF SHARES OF STOCK IN A FOREIGN CORPORATION. HOWEVER, THEY ARE BOUGHT AND
SOLD IN THE AMERICAN SECURITIES MARKET, JUST AS STOCK IS TRADED.
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Although the Fund has the ability to invest up to 30% of its assets in foreign
securities, it expects to normally invest up to only 20% of its assets in these
securities. These investments are generally made in American Depository Receipts
which trade on U.S. exchanges.
WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?
GENERAL STOCK RISKS
The Fund's major risks are those of investing in the stock market. This means
the Fund may experience sudden, unpredictable declines in value, as well as
periods of poor performance. Because stock values go up and down, the value of
the Fund's shares may go up and down. You could lose money investing in the
Fund.
MEDIUM-CAPITALIZATION COMPANIES
The Fund may invest in the stocks of medium-capitalization companies.
Medium-capitalization companies often have narrower markets and more limited
managerial and financial resources than larger, more established companies. As a
result, their performance can be more volatile and they face greater risk of
business reversals which could increase the volatility of the Fund's portfolio.
VALUE STYLE INVESTING
Different types of equity investment strategies tend to shift in and out of
favor depending on market and economic conditions, and the performance resulting
from the Fund's "value" investment style may sometimes be lower than that of
other types of equity funds.
FOREIGN SECURITIES
Foreign investments involve additional risks, which include currency
exchange-rate fluctuations, political and economic instability, differences in
financial reporting standards, and less-strict regulation of securities markets.
WHO SHOULD INVEST IN THE FUND?
The Fund is appropriate for investors who are comfortable with the risks
described in this prospectus and who have long-term investment goals. The Fund
is not appropriate for investors concerned primarily with principal stability.
PERFORMANCE INFORMATION
Because the Fund is new, no performance information for the Fund is included in
this prospectus.
WHAT ARE THE FUND'S FEES AND EXPENSES?
The tables below describe the fees and expenses that you may pay if you buy and
hold shares of the Fund.
SHAREHOLDER FEES
(fees paid directly from your investment)
None(a)
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
Management Fee 1.00%
Distribution (12b-1) Fees 0.25%
Other Expenses (b) 1.28%
-----
Total Annual Fund Operating Expenses (c) 2.53%
Less Expense Reimbursement -0.53%
-----
Net Annual Fund Operating Expenses 2.00%
=====
a The Fund's transfer agent charges a $12 wire redemption fee.
b These expenses, which include custodian, transfer agency and other
customary Fund expenses, are based on estimated amounts for the Fund's
current fiscal year.
c The Adviser has contractually agreed to limit the Total Annual Fund
Operating Expenses (excluding taxes) to no more than 2.00% at least
through June 30, 2002. The Adviser can recapture any expenses or fees it
has waived or reimbursed within a three-year period, provided that
recapture does not cause the Fund to exceed existing expense limitations.
However, the Fund is not obligated to pay any such waived fees more than
three years after the end of the fiscal year in which the fee was waived.
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund and reinvest all dividends and distributions for the
time periods indicated, and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Fund's operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions, your costs would be:
1 Year* 3 Years**
$203 $684
* The Expense Example shown for 1 Year includes the effects of the Adviser's
reimbursement of Fund operating expenses to no more than 2.00% on an annualized
basis.
** The 3 Years Expense Example includes the effects of the Adviser's
reimbursement of Fund operating expenses to no more than 2.00% on an annualized
basis for the first two years. This example does not show the effects of the
waiver or reimbursement for the third year because the Adviser is obligated to
waive and/or reimburse expenses only through the period ended June 30, 2002.
WHO MANAGES THE FUND?
INVESTMENT ADVISER
The Fund's investment adviser is Cullen Capital Management LLC, located at 645
Fifth Avenue, New York, NY 10022. Subject to the general supervision of the
Trust's Board of Trustees, the Adviser is responsible for the day to day
investment decisions of the Fund in accordance with the Fund's investment
objective and policies. In exchange for these services, the Adviser receives an
annual management fee, which is calculated daily and paid monthly, according to
the average daily net assets of the Fund. Because the Adviser is newly
organized, it has no track record as an investment adviser. However, the
portfolio manager of the Fund has extensive investment management experience.
For more information on the portfolio manager, please see below.
The Advisory Agreement between the Fund and the Adviser provides that the
management fee for the Adviser will be at an annual rate of 1.00% of the Fund's
average daily net assets. However, the Adviser has contractually agreed with the
Fund to waive its fees and absorb expenses to the extent that the Fund's total
annual operating expenses (excluding taxes) exceed 2.00% of the Fund's net
assets. This contractual agreement for expense waivers expires on June 30, 2002.
PORTFOLIO MANAGER
James P. Cullen is the portfolio manager of the Fund. Mr. Cullen has been in
the investment management business for more than 30 years, is a founder of
Schafer Cullen Capital Management, Inc., a registered investment adviser,
and has been its President since December 1982. Prior to forming Schafer Cullen
Capital Management, Inc., Mr. Cullen was a Vice President of Donaldson, Lufkin
& Jenrette.
CUSTODIAN, TRANSFER AGENT, DIVIDEND DISBURSING AGENT, FUND ADMINISTRATOR
AND FUND ACCOUNTANT
Firstar Bank, N.A. serves as custodian for the Fund's cash and securities.
Firstar Mutual Fund Services, LLC provides administrative, transfer agent,
dividend disbursing and fund accounting services to the Fund.
DISTRIBUTOR
Quasar Distributors, LLC serves as principal underwriter for the Fund and, as
such, is the agent for the distribution of shares of the Fund.
OTHER IMPORTANT INFORMATION YOU SHOULD KNOW
FINANCIAL HIGHLIGHTS
Because the Fund is new, no financial highlights are available for the Fund.
ADDITIONAL INFORMATION ON INVESTMENT POLICIES AND RISKS
The Fund invests in securities which the Adviser believes offer the probability
of an increase in value. For the most part, the Fund will invest in common
stocks of medium- and large-capitalization companies having a low stock market
valuation at the time of purchase (as measured by price/earnings ratios as
compared with the average price/earnings ratio of the S&P 500 Stock Index) in
relation to investment value (as measured by prospective earnings and dividend
growth rates as compared with market averages of such rates). The Adviser then
monitors investments for price movement and earnings developments. Once a
security is purchased, the Adviser will generally hold it in the Fund's
portfolio until it no longer meets the Fund's financial or valuation criteria.
Although there may be some short-term portfolio turnover, the Adviser generally
purchases securities which it believes will appreciate in value over the long
term. However, securities may be sold without regard to the time they have been
held when, in the Adviser's opinion, investment considerations warrant such
action.
The Fund does not concentrate its investments in any particular industry or
group of industries, but diversifies its holdings among as many different
companies and industries as seems appropriate in light of conditions prevailing
at any given time.
The Fund intends to be fully invested, except to the extent it needs to maintain
cash for redemptions or pending investments. This generally means that the Fund
will be at least 95% invested in stocks (or securities convertible into stocks)
at all times except to the extent that:
o unusually large share purchases necessitate the holding of cash equivalents
while additional equities are identified and purchased; or
o anticipated share redemptions indicate that the Fund should hold larger
cash reserves to better manage such redemptions.
Investments may also be made in debt securities which are convertible into
equity securities and preferred stocks which are convertible into common stocks
and in warrants or other rights to purchase common stock, which in each case are
considered by the Adviser to be equity securities. The Adviser generally does
not engage in market timing by shifting the portfolio or a significant portion
thereof in or out of the market in anticipation of market fluctuations. Although
the Fund's portfolio will normally be fully invested in equity securities as
described above, a portion of its assets may be held from time to time in cash
or cash equivalents when the Adviser is unable to identify attractive equity
investments. Cash equivalents are instruments or investments of such high
liquidity and safety that they are considered almost as safe as cash. Examples
of cash equivalents include money market funds and Treasury bills.
The Fund invests primarily in the securities of U.S. issuers, although it has
the ability to invest up to 30% of its assets in securities of foreign issuers,
or depository receipts for such securities, which are traded in a U.S. market or
are available through a U.S. broker or dealer (regardless of whether traded in
U.S. dollars) and which meet the criteria for investment selection set forth
above. As a result, the Fund may be subject to additional investment risks that
are different in some respects from those experienced by a fund that invests
only in securities of U.S. domestic issuers.
Such risks include:
o future political and economic developments, the imposition of foreign
withholding taxes on dividend and interest income payable on the securities,
o the possible establishment of exchange controls,
o the possible seizure or nationalization of foreign investments, or
o the adoption of other foreign governmental restrictions which might adversely
affect the payment of amounts due with respect to such securities.
With respect to the securities of foreign issuers which are denominated in
foreign currencies, such risks also include currency exchange-rate risk.
Generally, the Fund will not purchase securities which it believes, at the time
of purchase, will be subject to exchange controls; however, there can be no
assurance that exchange control laws may not become applicable to certain of the
Fund's investments. In addition, there may be less publicly available
information about a foreign issuer than about a domestic issuer, and foreign
issuers may not be subject to the same accounting, auditing, financial record
keeping and shareholder reporting standards and requirements as domestic
issuers.
There are market risks inherent in any investment, and there is no assurance
that the primary investment objective of the Fund will be realized or that any
income will be earned. Moreover, the application of the Fund's investment
policies is basically dependent upon the Adviser's judgment. You should realize
that there are risks in any policy dependent upon judgment and that the Adviser
does not make any representation that the objectives of the Fund will be
achieved or that there may not be substantial losses in any particular
investment.
At any time the value of the Fund's shares may be more or less than your cost of
shares.
The Fund's secondary objective of current income is not a fundamental policy of
the Fund and may be changed by a vote of a majority of the Board of Trustees
without a vote of the shareholders.
YOUR ACCOUNT
SHARE PRICE
The price of a share of the Fund is called the Fund's net asset value ("NAV").
The NAV is determined as of the close of regular trading on the New York Stock
Exchange ("NYSE") (usually 4:00 p.m. Eastern time) every day the NYSE is open
for trading. The NAV is calculated by taking the total value of the Fund's
assets, subtracting its liabilities, and then dividing by the number of shares
that have already been issued. This is a standard calculation, and forms the
basis for all transactions involving buying, selling, or reinvesting shares.
The Fund's investments are valued according to market value. When a market quote
is not readily available, the security's value is based on fair value as
determined by a Valuation Committee appointed and supervised by the Board of
Trustees of the Trust.
Your order will be priced at the next NAV calculated after your order is
received by the Fund's transfer agent in good order.
FOREIGN SECURITIES
Some of the Fund's portfolio securities may be listed on foreign exchanges that
trade on days when the Fund does not calculate NAV. As a result, the Fund's NAV
may change on days when you will not be able to purchase or redeem shares. In
addition, a foreign exchange may not value its listed securities at the same
time that the Fund calculates NAV. Events affecting the values of portfolio
securities that occur between the time a foreign exchange assigns a price to the
portfolio securities and the time when the Fund calculates NAV generally will
not be reflected in the Fund's NAV. However, these events will be reflected in
the Fund's NAV when the Valuation Committee, under the supervision of the Board
of Trustees of the Trust, determines that they would have a material effect on
the Fund's NAV.
BUYING SHARES
MINIMUM INVESTMENTS
When buying shares, you must meet the following minimum investment requirements:
INITIAL ADDITIONAL
Regular Accounts $1,000 $100
IRAs and UGMA/UTMA accounts, Simple
IRA, SEP-IRA, 403(b)(7), Keogh, The lesser of $250 or $50
Pension Plan and Profit Sharing $25 per month
Plan Accounts
Please note...
o If you use an Automatic Investment Plan ("AIP"), the initial
investment minimum to open an account is $50 and the additional
investment minimum is $50.
o You will be charged a $12.50 annual account maintenance fee for
each IRA (or other retirement) account of up to a maximum of $25
and a $15 fee for transferring assets to another custodian or for
closing an account.
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WHEN MAKING A PURCHASE REQUEST, MAKE SURE YOUR REQUEST IS IN GOOD ORDER. "GOOD
ORDER" MEANS YOUR PURCHASE REQUEST INCLUDES:
|X| THE NAME OF THE FUND
|X| THE DOLLAR AMOUNT OF SHARES TO BE PURCHASED
|X| COMPLETED PURCHASE APPLICATION OR INVESTMENT STUB
|X| CHECK PAYABLE TO CULLEN VALUE FUND
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TIMING OF REQUESTS
The price per share will be the NAV next computed after the time your request is
received in good order by the Fund's transfer agent. All requests received in
good order before 4:00 p.m. (Eastern time) will be executed on that same day.
Requests received after 4:00 p.m. will be processed on the next business day.
RECEIPT OF ORDERS
Shares may only be purchased on days the NYSE is open for trading. Your order
will be considered received after your check is converted into federal funds and
received by the transfer agent (usually the next business day). If you are
paying with federal funds (wire), your order will be considered received when
the Fund's transfer agent receives the federal funds.
<TABLE>
<CAPTION>
METHODS OF BUYING
<S> <C>
THROUGH A You can purchase shares of the Fund through any broker/dealer organization that has a sales
BROKER/DEALER agreement with the Fund's distributor. The broker-dealer organization is responsible for
ORGANIZATION sending your purchase order to the Fund. Please keep in mind that your broker/dealer may
charge additional fees for its services.
BY MAIL To open an account, complete an account application form and send it together with your
check to the address below. To make additional investments once you have opened your
account, send your check together with the detachable form that is included with your Fund
account statement or confirmation. You may also send a letter stating the amount of your
investment with your name, the name of the Fund and your account number together with a
check to the address below. Checks should be made payable to "Cullen Value Fund." No
third party checks will be accepted. If your check is returned for any reason, a $25 fee
will be assessed against your account.
REGULAR MAIL OVERNIGHT DELIVERY
Cullen Value Fund Cullen Value Fund
c/o Firstar Mutual Fund Services, LLC c/o Firstar Mutual Fund Services, LLC
P.O. Box 701 615 E. Michigan Street, Third Floor
Milwaukee, Wisconsin 53201-0701 Milwaukee, Wisconsin 53202
NOTE: The Fund does not consider the U.S. Postal Service or other independent delivery
services to be its agents. Therefore, when you deposit your account application
form, additional purchase request, or redemption request in the mail or use other
delivery services, or if your documents are simply in the transfer agent's
post office box, that does not mean that the Fund's transfer agent actually RECEIVED
those documents.
BY TELEPHONE To make additional investments by telephone, you must check the appropriate box on
your account application form authorizing telephone purchases. If you have given
authorization for telephone transactions and your account has been open for at
least 15 days, you may call the Fund toll free at 1-877-485-8586 to move money from
your bank account to your Fund account upon request. Only bank accounts
held at U.S. institutions that are Automated Clearing House ("ACH") members may be
used for telephone transactions. For security reasons, requests by
telephone will be recorded.
BY WIRE To open an account or to make additional investments by wire, call 1-877-485-8586 to
notify the Fund of the incoming wire using the wiring instructions below:
Firstar Bank, N.A.
Milwaukee, WI 53202
ABA #: 075000022
Credit: Firstar Mutual Fund Services, LLC
Account #: 112952137
Further Credit: Cullen Value Fund
(your name or the title on the account)
(your account #)
THROUGH AN Once your account has been opened, you may purchase shares of the Fund through an AIP. You
AUTOMATIC can have money automatically transferred from your checking or savings account on a weekly,
INVESTMENT bi-weekly, monthly, bi-monthly or quarterly basis. To be eligible for this plan, your bank
PLAN must be a U.S. institution that is an ACH member. The Fund may modify or terminate the AIP
at any time. The first AIP purchase will take place no earlier than 15 days after the Fund's
transfer agent has received your request.
</TABLE>
SELLING SHARES
<TABLE>
<CAPTION>
METHODS OF SELLING
<S> <C>
THROUGH A If you purchased your shares through a broker/dealer or other financial organization, your
BROKER/DEALER redemption order may be placed through the same organization. The organization is responsible
ORGANIZATION for sending your redemption order to the Fund on a timely basis. Please keep in mind
that your broker/dealer may charge additional fees for its services.
BY MAIL Send your written redemption request to the address below. Your request should contain the
Fund's name, your account number and the dollar amount or the number of shares to be redeemed.
Be sure to have all shareholders sign the letter as their names appear on the account.
Additional documents are required for certain types of shareholders, such as corporations,
partnerships, executors, trustees, administrators, or guardians (i.e., corporate resolutions or
trust documents indicating proper authorization).
REGULAR MAIL OVERNIGHT DELIVERY
Cullen Value Fund Cullen Value Fund
c/o Firstar Mutual Fund Services, LLC c/o Firstar Mutual Fund Services, LLC
P.O. Box 701 615 E. Michigan Street, Third Floor
Milwaukee, Wisconsin 53201-0701 Milwaukee, Wisconsin 53202
The Fund's transfer agent may require a SIGNATURE GUARANTEE for certain redemption
requests, such as redemption requests from IRA accounts, or redemption requests made payable
to a person or an address not on record with the Fund.
BY TELEPHONE If you are authorized to perform telephone transactions (either through your account
application form or by subsequent arrangement in writing with the Fund) you
may redeem as little as $500 and as much as $50,000 by calling 1-877-485-8586. A signature
guarantee is required of all shareholders to change or add telephone redemption
privileges. For security reasons, requests by telephone will be recorded. No telephone
redemptions may be made within 15 days of any address change.
BY WIRE To redeem shares by wire, call the Fund at 1-877-485-8586 and specify the amount of money
you wish to be wired. Your bank may charge a fee to receive wired funds.
The transfer agent charges a $12 outgoing wire fee.
THROUGH A If you own shares with a value of $10,000 or more, you may participate in the systematic
SYSTEMATIC withdrawal plan. The systematic withdrawal plan allows you to make automatic withdrawals from
WITHDRAWAL PLAN your Fund account at regular intervals. Money will be transferred from your Fund account to the
checking or savings account you choose on your account application form. If you expect to purchase
additional shares of the Fund, it may not be to your advantage to participate in the systematic
withdrawal plan because of the possible adverse tax consequences of making contemporaneous
purchases and redemptions.
</TABLE>
SIGNATURE GUARANTEES
Signature guarantees are designed to prevent unauthorized transactions. The
guarantor pledges that the signature presented is genuine and, unlike a notary
public, is financially responsible if it is not.
You can obtain signature guarantees from banks, broker/dealers, credit unions,
securities exchanges and some other institutions. A notary public is not
acceptable. The Fund requires a signature guarantee for redemption requests from
IRA accounts, redemption requests made payable to a person or an address not on
record with the Fund, or to change or add telephone redemption privileges.
The Fund's transfer agent reserves the right to reject any signature guarantee.
WHEN REDEMPTION PROCEEDS ARE SENT TO YOU
Your shares will be redeemed at the NAV next determined after the Fund's
transfer agent receives your redemption request in good order. Your redemption
request cannot be processed on days the NYSE is closed.
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WHEN MAKING A REDEMPTION REQUEST, MAKE SURE YOUR REQUEST IS IN GOOD ORDER. "GOOD
ORDER" MEANS YOUR REDEMPTION REQUEST INCLUDES:
|X| THE NAME OF THE FUND
|X| THE DOLLAR AMOUNT OR THE NUMBER OF SHARES TO BE REDEEMED
|X| SIGNATURES OF ALL REGISTERED SHAREHOLDERS EXACTLY AS THE SHARES ARE
REGISTERED
|X| THE ACCOUNT NUMBER
--------------------------------------------------------------------------------
All requests received in good order by the Fund's transfer agent before the
close of the regular trading session of the NYSE (usually 4:00 p.m. Eastern
time) will normally be wired to the bank you indicate or mailed on the following
day to the address of record. Except in extreme circumstances, proceeds will be
wired or a check mailed within 7 calendar days after the Fund receives your
redemption request.
If you purchase shares using a check and soon after request a redemption, the
Fund will honor the redemption request, but will not mail or wire the proceeds
until your purchase check has cleared (usually within 12 days, but in no event
more than 15 days, after the date of purchase).
The Fund may make a redemption in-kind (a payment in portfolio securities rather
than cash) if the amount you are redeeming is in excess of the lesser of (i)
$250,000 or (ii) 1% of the Fund's assets. Generally, a redemption in-kind is
used when large redemption requests may cause harm to the Fund and its
shareholders.
ADDITIONAL POLICIES
TELEPHONE TRANSACTIONS
Once you place a telephone transaction request, it cannot be canceled or
modified. The Fund uses reasonable procedures to confirm that telephone requests
are genuine. The Fund may be responsible if it does not follow these procedures.
You are responsible for losses resulting from fraudulent or unauthorized
instructions received over the telephone, provided the Fund reasonably believes
the instructions were genuine. Contact the Fund immediately if you believe there
is a discrepancy between a transaction you performed and the confirmation
statement you received, or if you believe someone has obtained unauthorized
access to your account.
During times of unusual market activity, the Fund's phones may be busy and you
may experience a delay in placing a telephone request. If you are unable to
contact the Fund's transfer agent by phone, shares may also be purchased or
redeemed by delivering the redemption request to the Fund's transfer agent.
INVESTING THROUGH A THIRD PARTY
If you invest through a third party (rather than with the Fund), the policies
and fees may be different than described in this prospectus. Banks, brokers,
401(k) plans, financial advisers, and financial supermarkets may charge
transaction fees and may set different minimum investments or limitations on
buying or selling shares. Consult a representative of your plan or financial
institution if you are not sure.
DISTRIBUTION FEES
The Fund has adopted a Rule 12b-1 plan, which allows the Fund to pay
distribution fees for the sale and distribution of its shares. The maximum level
of distribution expenses is 0.25% per year of the Fund's average daily net asset
value. As these fees are paid out of the Fund's assets on an on-going basis,
over time these fees will increase the cost of your investment and may cost you
more than paying other types of sales charges.
DISTRIBUTIONS AND TAXES
In general, the Fund will distribute substantially all of its net investment
income and any net capital gains that it has realized in the sale of securities.
These income and gains distributions will generally be paid once each year, on
or before December 31. Distributions will automatically be reinvested in
additional shares of the Fund, unless you elect to have the distributions paid
to you in cash. If you choose to have distribution checks mailed to you and
either the U.S. Postal Service is unable to deliver the check to you or the
check remains outstanding for at least 6 months, the Fund reserves the right to
reinvest the check at the then current NAV until you notify the Fund with
different instructions.
In general, Fund distributions are taxable to you as either ordinary income or
capital gains. Any distributions you receive from the Fund's net income and
gains (other than the Fund's net capital gains), will be taxable to you as
ordinary dividend income at your marginal income tax rate, and to certain
corporate investors, who may be eligible for the dividends received deduction.
Any distributions you receive from the Fund's net capital gains generally will
be taxable to you at your long-term capital gains rate. This is generally true
no matter how long you have owned your shares and whether you reinvest your
distributions or take them in cash. If the Fund distributes realized gains soon
after you purchase shares, a portion of your investment may be treated as a
taxable distribution.
You may also have to pay taxes when you sell or redeem your shares if the value
of your shares has increased above their cost basis since you bought them. Any
loss recognized on the sale of a share held for less than six months is treated
as long-term capital loss to the extent of any net capital gain distributions
made with respect to such share.
Fund distributions and gains from the sale of your shares may be subject to
state and local income tax. Non-U.S. investors may be subject to U.S.
withholding and estate tax. You should consult your tax adviser about the
federal, state, local or foreign tax consequences of your investment in the
Fund.
SHAREHOLDER REPORTS AND CONFIRMATIONS
As a shareholder, you will be provided annual and semi-annual reports showing
the Fund's portfolio investments and financial information. You will also
receive confirmations of your purchases into, and redemptions out of, the Fund.
Account statements will be mailed to you on an annual basis.
RESERVED RIGHTS
The Fund reserves the right to:
o Refuse, change, discontinue, or temporarily suspend account
services, including purchase or telephone redemption privileges,
for any reason.
o Reject any purchase request for any reason. Generally, the Fund does this if
the purchase is disruptive to the efficient management of the Fund (e.g., due
to the timing of the investment).
o Change the minimum or maximum investment amounts.
o Delay sending out redemption proceeds for up to seven days (this
generally only applies to very large redemptions without notice or
during unusual market conditions).
o Suspend redemptions or postpone payments when the NYSE is closed
for any reason other than its usual weekend or holiday closings,
when trading is restricted by the SEC, or under emergency
circumstances as determined by the SEC in accordance with the
provisions of the Investment Company Act of 1940.
o Close any account that does not meet minimum investment
requirements. The Fund will give you notice and 60 days to begin
an automatic investment program or to increase your balance to the
required minimum. The initial minimum investment may be waived at
the Fund's discretion. An account will not be closed when it falls
below the minimum investment requirement as a result of market
fluctuations.
o Reject any purchase or redemption request that does not contain all required
documentation.
INVESTMENT ADVISER
Cullen Capital Management LLC
New York, New York
DISTRIBUTOR
Quasar Distributors, LLC
Milwaukee, Wisconsin
INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
LEGAL COUNSEL
Sidley & Austin
Chicago, Illinois
ADMINISTRATOR, TRANSFER AGENT,
AND FUND ACCOUNTANT
Firstar Mutual Fund Services, LLC
Milwaukee, Wisconsin
CUSTODIAN
Firstar Bank, N.A.
Cincinnati, Ohio
FOR MORE INFORMATION
You can find more information about the Fund in the following documents:
STATEMENT OF ADDITIONAL INFORMATION (SAI)
The SAI contains details about investments and techniques of the Fund and
certain other additional information. A current SAI is on file with the SEC and
is incorporated into this prospectus by reference. This means that the SAI is
legally considered a part of this prospectus even though it is not physically
contained within this prospectus.
ANNUAL AND SEMI-ANNUAL REPORTS
After the Fund has been operating for the appropriate time, annual and
semi-annual reports will be made available. The Fund's annual and semi-annual
reports provide the most recent financial reports and portfolio listings. The
annual report contains a discussion of the market conditions and investment
climate that affected the Fund's performance during the Fund's last fiscal year.
You can obtain a free copy of these documents, request other information or make
shareholder inquiries about the Fund by calling the Fund at 1-877-485-8586 or by
writing to:
CULLEN VALUE FUND
C/O FIRSTAR MUTUAL FUND SERVICES, LLC
P.O. BOX 701
MILWAUKEE, WI 53201-0701
You may write to the SEC Public Reference Room at the regular mailing address or
the e-mail address below and ask them to mail you information about the Fund,
including the SAI. They will charge you a fee for this duplicating service. You
can also visit the SEC Public Reference Room and copy documents while you are
there. For more information about the operation of the Public Reference Room,
call the SEC at the telephone number below.
PUBLIC REFERENCE SECTION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0102
[email protected]
1-202-942-8090
Reports and other information about the Fund are also available on the EDGAR
Database on the SEC's Internet site at HTTP://WWW.SEC.GOV.
1940 Act File No. 811-9871
CULLEN VALUE FUND
A series of Cullen Funds Trust
STATEMENT OF ADDITIONAL INFORMATION
______, 2000
This Statement of Additional Information (the "SAI") is not a prospectus. You
may obtain a copy of the prospectus dated ______, 2000 (the "Prospectus") of
Cullen Value Fund (the "Fund"), a series of the Cullen Funds Trust (the
"Trust"), without charge by calling the Fund at 1-877-485-8586 or by writing the
Fund at the address set forth below. This SAI contains information in addition
to and more detailed than that set forth in the Prospectus. You should read this
SAI together with the Prospectus and retain it for future reference.
REGULAR MAIL OVERNIGHT OR EXPRESS MAIL
Cullen Value Fund Cullen Value Fund
c/o Firstar Mutual Fund Services, LLC c/o Firstar Mutual Fund Services, LLC
P.O. Box 701 615 East Michigan Street, 3rd Floor
Milwaukee, WI 53201-0701 Milwaukee, WI 53202
TABLE OF CONTENTS
Page
The Trust.....................................................................3
Description of the Fund and its Investment Objective, Policies and Risks......3
Investment Restrictions.......................................................8
Management of the Fund........................................................9
Control Persons and Principal Holders of Shares...............................12
Investment Advisory and Other Services........................................12
Distributor...................................................................14
Distribution Plan.............................................................15
Brokerage.....................................................................16
Capital Structure.............................................................17
Determination of Net Asset Value..............................................17
Purchase and Redemption of Shares.............................................18
Additional Information on Distributions and Taxes.............................19
Calculation of Performance Data...............................................22
Shareholder Reports...........................................................24
Service Providers.............................................................24
Additional Information........................................................25
Financial Statements..........................................................26
Appendix A....................................................................1
THE TRUST
--------------------------------------------------------------------------------
The Trust is an open-end management investment company created as a Delaware
business trust on March 25, 2000 and registered under the Investment Company Act
of 1940, as amended (the "Investment Company Act"). The Trust currently offers
one diversified portfolio to investors, the Cullen Value Fund. An investor, by
investing in the Fund, becomes entitled to a pro rata share of all dividends and
distributions arising from the net income and capital gains on the investments
of the Fund. Likewise, an investor shares pro rata in any losses of the Fund.
DESCRIPTION OF THE FUND AND ITS INVESTMENT OBJECTIVE, POLICIES AND RISKS
--------------------------------------------------------------------------------
For additional information on the Fund, its investment objective, policies and
risks, see also "What Are The Fund's Goals?", "What Are The Fund's Principal
Investment Strategies?" and "Additional Information On Investment Policies And
Risks" in the Fund's Prospectus and "Investment Restrictions" below.
INVESTMENT OBJECTIVE
The primary investment objective of the Fund is long-term capital appreciation,
and portfolio securities are selected primarily with a view to achieve this
objective. The Fund's primary objective is a fundamental policy of the Fund and
may not be changed without shareholder approval as described below in
"Investment Restrictions." Current income is a secondary objective in the
selection of investments. This secondary objective is not a fundamental policy
of the Fund and may be changed by a vote of a majority of the Board of Trustees
without a vote of the shareholders.
DIVERSIFICATION
It is anticipated that the Fund will diversify its investments among various
issuers in different industries. The Fund may, however, from time to time,
invest up to 25% of the value of its total assets in securities of issuers all
of which conduct their principal business activities in the same industry.
PORTFOLIO TURNOVER
The Fund expects to purchase and sell securities at such times as it deems to be
in the best interest of its shareholders. The Fund anticipates that its annual
portfolio turnover rate should not significantly exceed 50%. The Fund, however,
has not placed any limit on its rate of portfolio turnover, and securities may
be sold without regard to the time they have been held when, in the opinion of
the Fund's investment adviser, investment considerations warrant such action.
CONVERTIBLE SECURITIES
Convertible securities are bonds, debentures, notes, preferred stocks, or other
securities that may be converted into or exchanged for a specified amount of
common stock of the same or a different issuer within a particular period of
time at a specified price or formula. A convertible security entitles the holder
to receive interest normally paid or accrued on debt or the dividend paid on
preferred stock until the convertible security matures or is redeemed, converted
or exchanged. Convertible securities have unique investment characteristics in
that they generally (1) have higher yields than common stocks, but lower yields
than comparable non-convertible securities, (2) are less subject to fluctuation
in value than the underlying stock since they have fixed income characteristics,
and (3) provide the potential for capital appreciation if the market price of
the underlying common stock increases.
The value of a convertible security is a function of its "investment value"
(determined by its yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying common stock). The investment value of a convertible security is
influenced by changes in interest rates, with investment value declining as
interest rates increase and increasing as interest rates decline. The credit
standing of the issuer and other factors also may have an effect on the
convertible security's investment value. The conversion value of a convertible
security is determined by the market price of the underlying common stock. If
the conversion value is low relative to the investment value, the price of the
convertible security is governed principally by its investment value. Generally,
the conversion value decreases as the convertible security approaches maturity.
To the extent the market price of the underlying common stock approaches or
exceeds the conversion price, the price of the convertible security will be
increasingly influenced by its conversion value.
FOREIGN SECURITIES AND CURRENCIES
Foreign investments involve special risks, including:
- - expropriation, confiscatory taxation, and withholding taxes on dividends and
interest;
- - less extensive regulation of foreign brokers, securities markets, and
issuers;
- - less publicly available information and different accounting standards;
- - costs incurred in conversions between currencies, possible delays in
settlement in foreign securities markets, limitations on the use or transfer of
assets (including suspension of the ability to transfer currency from a given
country), and difficulty of enforcing obligations in other countries; and
- - diplomatic developments and political or social instability.
Foreign economies may differ favorably or unfavorably from the U.S. economy in
various respects, including growth of gross domestic product, rates of
inflation, currency depreciation, capital reinvestment, resource
self-sufficiency and balance-of-payments positions. Many foreign securities may
be less liquid and their prices more volatile than comparable U.S. securities.
From time to time foreign securities may be difficult to liquidate rapidly
without adverse price effects. Certain costs attributable to foreign investing,
such as custody charges and brokerage costs, may be higher than those
attributable to domestic investing.
The risks of foreign investments are generally intensified for investments in
developing countries. Risks of investing in such markets include:
- - less social, political and economic stability;
- - small securities markets and lower trading volume, which may result in a
lack of liquidity and greater price volatility;
- - certain national policies that may restrict the Fund's investment
opportunities, including restrictions on investments in issuers or industries
deemed sensitive to national interests, or expropriation or confiscation of
assets or property, which could result in the Fund's loss of its entire
investment in that market; and
- - less developed legal structures governing private or foreign investment or
allowing for judicial redress for injury to private property.
In addition, brokerage commissions, custodial services, withholding taxes, and
other costs relating to investments in emerging markets generally are more
expensive than in the U.S. and certain more established foreign markets.
Economics in emerging markets generally are heavily dependent upon international
trade and, accordingly, have been and may continue to be affected adversely by
trade barriers, exchange controls, managed adjustments in relative currency
values, and other protectionist measures negotiated or imposed by the countries
with which they trade.
Because most foreign securities are denominated in non-U.S. currencies, the
investment performance of the Fund could be affected by changes in foreign
currency exchange rates to some extent. The value of the Fund's assets
denominated in foreign currencies will increase or decrease in response to
fluctuations in the value of those foreign currencies relative to the U.S.
dollar. Currency exchange rates can be volatile at times in response to supply
and demand in the currency exchange markets, international balances of payments,
governmental intervention, speculation, and other political and economic
conditions.
MEDIUM-CAPITALIZATION COMPANIES
The Fund may invest in medium-capitalization companies. While
medium-capitalization companies often have the potential for growth, investments
in medium-capitalization companies often involve greater risks than investments
in large, more established companies. Medium-capitalization companies may lack
the management experience, financial resources, product diversification, and
competitive strengths of large companies. In addition, in certain instances the
securities of medium-capitalization companies are traded only over-the-counter
("OTC") or on a regional securities exchange, and the frequency and volume of
their trading may be substantially less than is typical of larger companies.
(The OTC market is the security exchange system in which broker/dealers
negotiate directly with one another rather than through the facilities of a
securities exchange). Therefore, the securities of medium-capitalization
companies may be subject to greater and more abrupt price fluctuations. When
making large sales, the Fund may have to sell portfolio holdings at discounts
from quoted prices or may have to make a series of small sales over an extended
period of time due to the trading volume of medium-capitalization company
securities. Investors should be aware that, based on the foregoing factors, an
investment in the Fund may be subject to greater price fluctuations than an
investment in a mutual fund that invests primarily in the largest, most
established companies. The investment adviser's research efforts may also play a
greater role in selecting securities for the Fund than in a mutual fund that
invests exclusively in larger, more established companies.
WARRANTS
The Fund may acquire warrants. Warrants are securities giving the holder the
right, but not the obligation, to buy the stock of an issuer at a given price
(generally higher than the value of the stock at the time of issuance) during a
specified period or perpetually. Warrants may be acquired separately or in
connection with the acquisition of securities. Warrants do not carry with them
the right to dividends or voting rights with respect to the securities that they
entitle their holder to purchase, and they do not represent any rights in the
assets of the issuer. As a result, warrants may be considered to have more
speculative characteristics than certain other types of investments. In
addition, the value of a warrant does not necessarily change with the value of
the underlying securities, and a warrant ceases to have value if it is not
exercised prior to its expiration date.
CASH INVESTMENTS
Cash or cash equivalents in which the Fund may invest when its investment
adviser is unable to identify attractive equity investments include short-term
money market securities such as U.S. Treasury bills, prime-rated commercial
paper, certificates of deposit, variable rate demand notes, or repurchase
agreements. Variable rate demand notes are non-negotiable instruments. The
instruments the Fund invests in are generally rated at least Al by Standard &
Poor's Corporation. However, the Fund may be susceptible to credit risk with
respect to these notes to the extent the issuer defaults on its payment
obligation.
REPURCHASE AGREEMENTS
The Fund may enter into repurchase agreements with banks or non-bank dealers. In
a repurchase agreement, the Fund buys a security at one price, and at the time
of sale, the seller agrees to repurchase the obligation at a mutually agreed
upon time and price (within seven days). The repurchase agreement thereby
determines the yield during the purchaser's holding period, while the seller's
obligation to repurchase is secured by the value of the underlying security. In
the event of a bankruptcy or other default of the seller, the Fund could
experience both delays in liquidating the underlying securities and losses,
including: (a) possible decline in the value of the underlying security during
the period while the Fund seeks to enforce its rights; (b) possible subnormal
levels of income or proceeds and lack of access to income and proceeds during
this period; and (c) expenses of enforcing its rights.
RESTRICTED AND ILLIQUID SECURITIES
The Fund may not invest in any securities that are restricted from sale to the
public without registration under the Securities Act of 1933. The Fund is
permitted to purchase securities which, based upon their nature or the market
for such securities, are illiquid or for which no readily available market
exists provided that such purchases are in accordance with regulations governing
the percentage of illiquid securities which may be owned by the Fund. These
regulations generally limit mutual funds like the Fund from purchasing illiquid
securities totaling more than 15% of the value of their net assets. While the
Fund does not intend to purchase illiquid securities, it is possible that a
security for which a readily available market was available at the time of
purchase is not available at the time the Fund seeks to sell such security. In
these cases, the Fund may have to lower the price, sell other portfolio
securities instead or forego an investment opportunity, any of which could have
a negative impact on Fund management or performance. Because illiquid securities
may be difficult to sell at an acceptable price, they may be subject to greater
volatility and may result in a loss to the Fund.
Although no definite quality criteria are necessarily used, the following
factors will be considered in determining whether a security is illiquid: (i)
the nature of the market for a security (including the institutional, private or
international resale market), (ii) the terms of these securities or other
instruments allowing for the disposition to a third party or the issuer thereof
(e.g., certain repurchase obligations and demand instruments), (iii) the
availability of market quotations (e.g., for securities quoted in PORTAL
system), and (iv) other permissible relevant factors. Because an active market
may not exist for illiquid securities, the Fund may experience delays and
additional cost when trying to sell illiquid securities.
INVESTMENT RESTRICTIONS
--------------------------------------------------------------------------------
FUNDAMENTAL RESTRICTIONS
The policies set forth below are fundamental policies of the Fund and may not be
changed without approval of the holders of the lesser of: (i) 67% of the Fund's
shares present or represented at a shareholders meeting at which the holders of
more than 50% of such shares are present or represented, or (ii) more than 50%
of outstanding shares of the Fund. The Fund may not:
1. Purchase securities on margin, participate in a joint-trading
account (the bunching of securities transaction orders with orders of other
accounts managed by the adviser not being considered participation in a
joint-trading account for this purpose), sell securities short, act as an
underwriter or distributor of securities other than shares of the Fund, lend
money (except by purchasing publicly distributed debt securities or entering
into repurchase agreements) or purchase or sell commodities, commodities futures
or real estate (marketable securities of companies whose business involves the
purchase or sale of real estate not being considered real estate for this
purpose).
2. Borrow money or issue senior securities except for temporary bank
borrowings (not in excess of 5% of the value of its total assets) for emergency
or extraordinary purposes, or pledge, mortgage or hypothecate any of its assets
to secure such borrowings to an extent greater than 10% of the value of the
Fund's net assets.
3. Make investments for the purpose of exercising control or
management of any company.
4. Purchase securities of any issuer (other than the United States or
an instrumentality of the United States) if, as a result of such purchase, the
Fund would hold more than 10% of the voting securities of any class of such
issuer or more than 5% of the Fund's total assets would be invested in
securities of such issuer.
5. Concentrate 25% or more of the value of its total assets,
exclusive of U.S. government securities, in securities issued by companies
primarily engaged in the same industry.
6. Enter into repurchase agreements with maturities of more than seven
days.
7. Invest in put or call options.
NON-FUNDAMENTAL RESTRICTIONS
Additional investment restrictions adopted by the Fund, which may be changed by
the Board of Trustees without a vote of the shareholders, provide that the Fund
may not:
1. Invest in the securities of a foreign issuer or depository receipts
for such securities, if at the time of acquisition more than 30% of the value of
the Fund's assets would be invested in such securities. (The Fund is permitted
to invest up to 30% of its assets in securities of foreign issuers or depository
receipts therefor which are traded in a U.S. market or available through a U.S.
broker or dealer, regardless of whether such securities or depository receipts
are traded in U.S. dollars).
2. Purchase securities of other investment companies, except on the
open market where no commission or profit results other than the broker's
commission, or as part of a plan of merger, consolidation or reorganization
approved by the shareholders of the Fund.
3. Acquire or retain any security issued by a company, an officer or
director of which is an officer or non-interested trustee (as defined below) of
the Trust or an officer, director, member or other affiliated person of its
investment adviser.
4. Purchase any securities which are restricted from sale to the public
without registration under the Securities Act of 1933.
5. Loan portfolio securities except where collateral values are
continuously maintained at no less than 100% by "marking to market" daily and
the practice is fair, just and equitable.
MANAGEMENT OF THE FUND
--------------------------------------------------------------------------------
The Board of Trustees of the Trust consists of four individuals, two of whom are
not "interested persons" of the Trust as defined in the Investment Company Act
("Non-Interested Trustees"). The Board of Trustees is responsible for managing
the Trust's business and affairs. The Board of Trustees has appointed the
Trust's officers, who conduct the daily business of the Trust.
The Trust has no proprietary or exclusive rights in the name "Cullen" or any
logo or service mark furnished by the Adviser and may use such names and such
logos or service marks only so long as the Advisory Agreement with the Adviser
remains in effect and the Adviser has the right to use such names.
Set forth below is information about the trustees and officers of the Trust.
Trustees deemed to be "interested persons" of the Trust for purposes of the
Investment Company Act are indicated by an asterisk (*).
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE POSITION(S) HELD WITH FUND PRINCIPAL OCCUPATION(S) DURING
PAST 5 YEARS
------------------------------------------ ---------------------------- -----------------------------------
<S> <C> <C>
James P. Cullen*1 Trustee and President President, controlling Member and
Cullen Capital Management LLC Portfolio Manager, Cullen Capital
645 Fifth Avenue Management LLC, since May 2000;
New York, NY 10022 President, Schafer Cullen Capital
DOB: 1938 Management, Inc., a registered
investment adviser, from December
1982 to present.
Dr. Curtis J. Flanagan* Trustee Private investor, 1998 to
Cullen Capital Management LLC present; Chairman, South Florida
645 Fifth Avenue Pathologists Group, prior thereto.
New York, NY 10022
DOB: 1921
Matthew J. Dodds Trustee Private investor, 1999 to
Cullen Capital Management LLC present; Vice President -
645 Fifth Avenue Research, Schafer Cullen Capital
New York, NY 10022 Management, Inc., from 1995 to
DOB: 1941 1999.
Robert J. Garry Trustee Chief Operations Officer, The
Cullen Capital Management LLC Tennis Network Inc., March 2000
645 Fifth Avenue to present; Senior Vice President
New York, NY 10022 and Chief Financial Officer,
DOB: 1945 National Thoroughbred Racing
Association, 1998 to 2000;
Director of Finance and Chief
Financial Officer, United
States Tennis Association,
prior thereto.
John C. Gould Executive Vice President Executive Vice President and
Cullen Capital Management LLC Assistant Portfolio Manager,
645 Fifth Avenue Cullen Capital Management LLC,
New York, NY 10022 since May 2000; Assistant
DOB: 1960 Portfolio Manager, Schafer Cullen
Capital Management, Inc., from
1989 to present.
Brooks H. Cullen 1 Vice President Vice President and Analyst,
Cullen Capital Management LLC Cullen Capital Management LLC,
645 Fifth Avenue since May 2000; Analyst, Schafer
New York, NY 10022 Cullen Capital Management, Inc.,
DOB: 1967 from 1996 to present.
Andrew Kaneb Vice President Vice President, Research Director
Cullen Capital Management LLC and Analyst, Cullen Capital
645 Fifth Avenue Management LLC, since May 2000;
New York, NY 10022 Analyst, Schafer Cullen Capital
DOB: 1968 Management, Inc., from 1999 to
present; Director of Strategic
Planning, Sega Gaming Technology,
from 1997 to 1999; Analyst,
Deutsche Morgan Grenfell (investment
bank), from 1995 to 1997.
Richard H. Stahmer Treasurer Treasurer, Cullen Capital
Cullen Capital Management LLC Management LLC, since May 2000;
645 Fifth Avenue Trader, Schafer Cullen Capital
New York, NY 10022 Management, Inc., 1998 to
DOB: 1973 present; Trader, Gabelli Asset
Management, from 1995 to 1998.
Rahul D. Sharma Secretary Secretary, Cullen Capital
Cullen Capital Management LLC Management LLC, since May 2000;
645 Fifth Avenue Director of Institutional
New York, NY 10022 Marketing, Schafer Cullen Capital
DOB: 1970 Management, Inc., 1998 to
present; General Manager, Harvest
Moon (Brewery/Cafe) and Student,
Rutgers Graduate School, 1997 to
1998.
</TABLE>
1 James P. Cullen and Brooks H. Cullen are father and son.
The following compensation table provides certain estimated information about
the trustee fees for the Fund's current fiscal year, ending June 30, 2001.
<TABLE>
<CAPTION>
---------------------------- ----------------- ----------------------- ---------------------- ------------------------
NAME AND POSITION AGGREGATE PENSION OR RETIREMENT ESTIMATED ANNUAL TOTAL COMPENSATION
COMPENSATION BENEFITS ACCRUED AS BENEFITS UPON FROM COMPANY AND FUND
FROM COMPANY PART OF COMPANY RETIREMENT COMPLEX PAID TO
EXPENSES DIRECTORS
---------------------------- ----------------- ----------------------- ---------------------- ------------------------
<S> <C> <C> <C> <C>
Matthew J. Dodds, $2,000 $0 $0 $2,000
Non-Interested Trustee
Robert J. Garry, $2,000 $2,000
Non-Interested Trustee
</TABLE>
Each Non-Interested Trustee of the Trust is paid a trustee's fee of $500 for
each meeting attended and is reimbursed for the expenses of attendance at such
meetings. Neither the Trust nor the Fund pays any fees to the trustees who are
considered "interested persons" of the Trust or the Fund or the Fund's
investment adviser, as defined in the Investment Company Act. Neither the Trust
nor the Fund maintains any deferred compensation, pension or retirement plans,
and no pension or retirement benefits are accrued as part of Trust or Fund
expenses.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SHARES
--------------------------------------------------------------------------------
As of June 28, 2000, which was prior to the public offering of the Fund's
shares, James P. Cullen was the holder of 100% of the Fund's shares, and there
were otherwise no control persons or principal holders of securities of the
Fund. Control persons are persons deemed to control the Fund because they own
beneficially over 25% of the outstanding equity securities. Principal holders
are persons that own beneficially 5% or more of the Fund's outstanding equity
securities.
INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------------------------------------------------
ADVISORY AGREEMENT
On June 22, 2000, the Board of Trustees (including the Non-Interested Trustees)
of the Fund, and on June 28, 2000, the sole shareholder of the Fund, approved an
investment advisory agreement (the "Advisory Agreement") pursuant to which
Cullen Capital Management LLC, 645 Fifth Avenue, New York, NY 10022 (the
"Adviser"), furnishes continuous investment advisory services and management to
the Fund. The Adviser is an investment advisory firm formed in Delaware. For
more information about the Adviser, see "Who Are the Fund's Investment Adviser
and Portfolio Manager?" in the Prospectus.
Mr. Cullen, President of the Trust, is also the President and controlling member
of the Adviser. John C. Gould, Executive Vice President of the Trust, is also
Executive Vice President of the Adviser, and Brooks H. Cullen and Andrew Kaneb,
Vice Presidents of the Trust, are also Vice Presidents of the Adviser,
respectively. Richard H. Stahmer, Treasurer of the Trust, is also Treasurer of
the Adviser, and Rahul D. Sharma, Secretary of the Trust, is also Secretary of
the Adviser.
Under the Advisory Agreement and subject to the general supervision of the
Trust's Board of Trustees, the Adviser is responsible for making and
implementing investment decisions for the Fund. In addition, the Adviser
furnishes 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 and bookkeeping services for the Fund to the extent not
provided by the Fund's custodian, transfer agent and dividend paying agent, fund
administration and accounting services agent. The Trust or the Fund pays all
other expenses of the Fund's operation, including, without limitation, interest,
taxes and any governmental filing fees; brokerage commissions and other costs
incurred in connection with the purchase or sale of securities; compensation and
expenses of its Non-Interested Trustees; legal and audit expenses; the fees and
expenses of the Fund's custodian, transfer agent and dividend paying agent, fund
administration and accounting services agent; expenses relating to the
redemption of shares; expenses of servicing shareholder accounts; fees and
expenses related to the registration and qualification of the Fund and its
shares under federal and state securities laws; expenses of printing and mailing
reports, notices and proxy material to shareholders; insurance premiums for
fidelity and other insurance coverage; expenses of preparing prospectuses and
statements of additional information and of printing and distributing them to
existing shareholders; and any nonrecurring expenses, including actions, suits
or proceedings to which the Trust or the Fund is a party and any obligation
which the Trust or the Fund may incur to indemnify others.
The Advisory Agreement provides that the Adviser shall have no liability to the
Trust, the Fund or the Trust's shareholders in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of its
obligations under the Agreement.
The Advisory Agreement is not assignable and may be terminated by either party,
without penalty, on 60 days' notice. The Advisory Agreement will continue in
effect until June 28, 2002 (unless sooner terminated) and thereafter for
successive one-year periods so long as it is approved annually (a) by the vote
of a majority of the Non-Interested Trustees, cast in person at a meeting called
for the purpose of voting on such approval, and (b) either by the Board of
Trustees of the Trust or by the vote of the shareholders as described under
"Investment Restrictions."
As described in the Prospectus, the Adviser has contractually agreed to limit
the total expenses of the Fund (excluding taxes) to an annual rate of 2.00%
during the Fund's first two years of operation. Pursuant to this agreement, the
Adviser may cause the Fund to reimburse the Adviser for any fee waivers or
expense reimbursements made pursuant to the agreement within a three-year
period, provided that any such waivers or reimbursements made by the Fund will
not cause the Fund's expense limitation to exceed the amount set forth above.
However, the Fund is not obligated to pay any such waived fees for more than
three years after the end of the fiscal year in which the fee was waived.
CODE OF ETHICS
The Trust and the Adviser have adopted the same written Code of Ethics. This
Code of Ethics governs the personal securities transactions of trustees,
managers, members, officers and employees who may have access to current trading
information of the Fund. The Code permits such persons to invest in securities
for their personal accounts, including securities that may be purchased or held
by the Fund. The Code includes reporting and other obligations to monitor
personal transactions and ensure that such transactions are consistent with the
best interests of the Fund.
FUND ADMINISTRATION
Firstar Mutual Fund Services, LLC, a subsidiary of Firstar Bank, N.A.,
("Firstar") provides administrative personnel and services (including blue-sky
services) to the Trust and the Fund. Administrative services include, but are
not limited to, providing equipment, telephone facilities, various personnel,
including clerical and supervisory, and computers as is necessary or beneficial
to provide compliance services to the Fund and the Trust.
FUND ACCOUNTING
Firstar provides fund accounting personnel and services to the Fund pursuant to
a Fund Accounting Service Agreement. Under the Fund Accounting Servicing
Agreement, Firstar provides portfolio accounting services, expense accrual and
payment services, fund valuation and financial reporting services, tax
accounting services and compliance control services.
FINANCIAL INTERMEDIARIES
From time to time, the Fund may pay, directly or indirectly, amounts to
financial intermediaries that provide transfer-agent type and/or other
administrative services relating to the Fund to their customers or other persons
who beneficially own interests in the Fund, such as participants in 401(k)
plans. These services may include, among other things, sub-accounting services,
transfer agent-type services, answering inquiries relating to the Fund,
transmitting, on behalf of the Fund, proxy statements, annual reports, updated
prospectuses, other communications regarding the Fund, and related services as
the Fund or the intermediaries' customers or such other persons may reasonably
request. In such cases, to the extent paid by the Fund, the Fund will not pay
more for these services through intermediary relationships than it would if the
intermediaries' customers were direct shareholders in the Fund.
DISTRIBUTOR
--------------------------------------------------------------------------------
Quasar Distributors, LLC serves as the principal underwriter and national
distributor for the shares of the Fund pursuant to a Distribution Agreement with
the Trust dated as of June 28, 2000 (the "Distribution Agreement"). Quasar
Distributors, LLC is registered as a broker-dealer under the Securities Exchange
Act of 1934 and each state's securities laws and is a member of the NASD. The
offering of the Fund's shares is continuous. The Distribution Agreement provides
that the Distributor, as agent in connection with the distribution of Fund
shares, will use its best efforts to distribute the Fund's shares.
Under the Distribution Agreement, Quasar agrees to (i) sell shares as agent for
the Trust upon the terms and at the current offering price described in the
Fund's prospectus; (ii) hold itself available to receive orders, satisfactory to
Quasar, for purchase of Fund shares; (iii) make Fund shares available, with the
assistance of the Trust's transfer agent, through the National Securities
Clearing Corporation's Fund/SERV System; (iv) act in conformity with all Trust
and securities laws requirements; (v) cooperate with the Trust in the
development of all proposed advertisements and sales literature relating to the
Fund and review such items for compliance with applicable laws and regulations;
(vi) repurchase, at Quasar's discretion, Fund shares; (vii) enter into
agreements, at Quasar's discretion, with qualified broker-dealers to sell Fund
shares; (viii) devote its best efforts to effect sales of Fund shares; and (ix)
prepare reports for the board of trustees regarding its activities under the
Distribution Agreement. The fees payable by the Trust under this agreement shall
not exceed what is available for payment under the distribution plan (please
refer to the distribution plan section below). Minimum payments under the
Distribution Agreement may not be tied to actual distribution expenses and such
minimum payments may therefore exceed distribution expenses actually incurred.
Any fees or expenses incurred by Quasar but not payable by the Trust under its
12b-1 plan of distribution shall be paid by the Adviser.
The Distribution Agreement may be terminated at any time (i) by the board of
trustees of the Trust or by a vote of a majority of the outstanding voting
securities of the Fund on 60 days' written notice to Quasar or (b) by Quasar. If
not so terminated, the agreement shall continue in effect from year to year only
so long as such continuance is approved annually by the board of trustees of the
Trust or shareholders of the Fund, and, in either event, by a majority of those
trustees who are not interested persons of any party to the agreement.
DISTRIBUTION PLAN
--------------------------------------------------------------------------------
The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the Investment Company Act. The Plan authorizes payments by the Fund in
connection with the distribution of shares at an annual rate of up to 0.25% of
the Fund's average daily net asset value. Payments may be made by the Fund under
the Plan for the purpose of financing any activity primarily intended to result
in the sale of shares of the Fund, as determined by the Board of Trustees. Such
activities typically include advertising; compensation for sales and sales
marketing activities of financial service agents and others, such as dealers or
distributors; shareholder account servicing; production and dissemination of
prospectuses and sales and marketing materials; and capital or other expenses of
associated equipment, rent, salaries, bonuses, interest and other overhead. To
the extent any activity is one which the Fund may finance without the Plan, the
Fund may also make payments to finance such activity outside of the Plan and not
subject to its limitations.
Administration of the Plan is regulated by Rule 12b-1 under the Investment
Company Act, which includes requirements that the Board of Trustees receive and
review at least quarterly reports concerning the nature and qualification of
expenses which are made, that the Board of Trustees, including a majority of the
Non-Interested Trustees, approve all agreements implementing the Plan and that
the Plan may be continued from year-to-year only if the Board of Trustees,
including a majority of the Non-Interested Trustees, concludes at least annually
that continuation of the Plan is likely to benefit shareholders.
BROKERAGE
--------------------------------------------------------------------------------
The Adviser is responsible for selecting brokers and dealers to effect purchases
or sales of securities for the account of the Fund. In selecting such brokers,
it is the policy of the Adviser to seek the best execution of orders at the most
favorable price in light of the overall quality of brokerage and research
services provided, as described in this and the following paragraph. In
selecting brokers to effect portfolio transactions, the determination of what is
expected to result in best execution at the most favorable price involves a
number of largely judgmental considerations. Among these are the Adviser's
evaluation of the broker's efficiency in executing and clearing transactions,
block trading capability (including the broker's willingness to position
securities), the broker's familiarity with the security and the broker's
financial strength and stability. The most favorable price to the Fund means the
best net price without regard to the mix between purchase or sale price and
commission, if any.
In allocating the Fund's brokerage, the Adviser will also take into
consideration the research, analytical, statistical and other information and
services provided by the broker, such as general economic reports and
information, reports or analyses of particular companies or industry groups and
technical information and the availability of the brokerage firm's analysts for
consultation. While the Adviser believes these services have substantial value,
they are considered supplemental to the Adviser's own efforts in the performance
of its duties under the Advisory Agreement. As permitted by the Advisory
Agreement and in accordance with Section 28(e) of the Securities Exchange Act of
1934, as amended, the Adviser may pay brokers higher brokerage commissions than
might be available from other brokers if the Adviser determines in good faith
that such amount paid is reasonable in relation to the value of the overall
quality of the brokerage, research and other services provided. Other clients of
the Adviser may indirectly benefit from the availability of these services to
the Adviser, and the Fund may indirectly benefit from services available to the
Adviser as a result of transactions for the other clients.
The Adviser expects to enter into arrangements with broker-dealers whereby the
Adviser obtains computerized stock quotation and news services, performance and
ranking services, portfolio analysis services and other research services in
exchange for the direction of portfolio transactions which generate dealer
concessions or brokerage (agency) commissions for such broker-dealers. From time
to time, the Adviser may make other similar arrangements with brokers or dealers
which agree to provide research services in consideration of dealer concessions
or brokerage commissions. Consistent with the Adviser's fiduciary duties to the
Fund, brokerage will be directed to such brokers or dealers pursuant to any such
arrangement only when the Adviser believes that the commissions charged are
reasonable in relation to the value and overall quality of the brokerage and
research services provided.
CAPITAL STRUCTURE
--------------------------------------------------------------------------------
The Trust is a Delaware business trust, formed on March 25, 2000. It is
authorized to issue an unlimited number of shares of beneficial interest. The
trustees of the Trust may, at any time and from time to time, by resolution,
authorize the division of shares into an unlimited number of series and the
division of any series into two or more classes. By this offering, one class of
shares of the Fund are being offered. Shares of the Fund are offered subject to
a charge imposed pursuant to Rule 12b-1 under the Investment Company Act.
Shareholders of the Trust are entitled to one vote for each full share and to a
proportionate fractional vote for each fractional share standing in the
shareholder's name on the books of the Trust. Each share has equal dividend,
distribution and liquidation rights. Shares do not have preemptive or
subscription rights. All shares are fully paid and non-assessable.
DETERMINATION OF NET ASSET VALUE
--------------------------------------------------------------------------------
Shares of the Fund are sold on a continual basis at the net asset value ("NAV")
per share next computed following receipt of an order by the Fund's transfer
agent in good order. The Fund's NAV per share for the purpose of pricing
purchase and redemption orders is determined at the close of normal trading
(usually 4:00 p.m. Eastern time) on each day the New York Stock Exchange
("NYSE") is open for trading. The NYSE is closed on the following holidays: New
Year's Day, Martin Luther King, Jr. Day, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Securities listed on a U.S. securities exchange or Nasdaq for which market
quotations are readily available are valued at the last quoted sale price on the
day the valuation is made; however, securities traded on a U.S. securities
exchange or Nasdaq for which there were no transactions on a given day, and
securities not listed on a U.S. securities exchange or Nasdaq, are valued at the
average of the most recent bid and asked prices. Price information on listed
securities is taken from the exchange where the security is primarily traded.
Any securities or other assets for which market quotations are not readily
available are valued at fair value as determined in good faith by the Adviser
under supervision of the Fund's Board of Trustees.
Debt securities are valued by a pricing service that utilizes electronic date
processing techniques to determine values for normal institutional-sized trading
units of debt securities without regard to sale or bid prices when such
techniques are believed to more accurately reflect the fair market value for
such securities. Otherwise, sale or bid prices are used. Debt securities having
remaining maturities of 60 days or less when purchased are valued by the
amortized cost method. Under this method of valuation, a security is initially
valued at its acquisition cost, and thereafter, amortization of any discount or
premium is assumed each day, regardless of the impact of the fluctuating rates
on the market value of the instrument.
Securities quoted in foreign currency, if any, are valued daily in U.S. dollars
at the foreign currency exchange rates that are prevailing at the time the daily
NAV per share is determined. Although the Fund values its foreign assets in U.S.
dollars on a daily basis, it does not intend to convert its holdings of foreign
currencies into U.S. dollars on a daily basis. Foreign currency exchange rates
are generally determined prior to the close of trading on the NYSE.
Occasionally, events affecting the value of foreign investments and such
exchange rates occur between the time at which they are determined and the close
of trading on the NYSE. Such events would not normally be reflected in a
calculation of the Fund's NAV on that day. If events that materially affect the
sale of the Fund's foreign investments or the foreign currency exchange rates
occur during such period, the investments may be valued at their fair value as
determined in good faith by the Adviser under the supervision of the Board of
Trustees of the Fund.
PURCHASE AND REDEMPTION OF SHARES
--------------------------------------------------------------------------------
PURCHASING SHARES
Shares of the Fund are sold in a continuous offering and may be purchased on any
business day through authorized investment dealers or directly from the Fund.
STOCK CERTIFICATES AND CONFIRMATIONS. The Fund does not generally issue stock
certificates representing shares purchased. Confirmations of the opening of an
account and of all subsequent transactions in the account are forwarded by the
Fund to the shareholder's address of record.
REDEEMING SHARES
SIGNATURE GUARANTEES. A signature guarantee of each shareholder on an account is
required to redeem shares if a shareholder requests (i) a redemption from an IRA
account; (ii) redemption proceeds be sent to an address other than that on
record with the Fund; or (iii) proceeds be made payable to someone other than
the shareholder(s) of record.
Signature guarantees are designed to protect both the shareholder and the Fund
from fraud. Signature guarantees can be obtained from most banks, credit unions
or savings associations, or from broker/dealers, municipal securities
broker/dealers, government securities broker/dealers, national securities
exchanges, registered securities exchanges, or clearing agencies deemed eligible
by the SEC. The Fund does NOT accept signatures guaranteed by a notary public.
ADDITIONAL DOCUMENTATION. Additional documents are required for certain types of
shareholders, such as corporations, partnerships, executors, trustees,
administrators, or guardians. The Fund's transfer agent requires documents from
entities to identify individuals possessing authority to redeem shares from the
Fund. The documentation may include corporate resolutions, partnership
agreements, trust instruments or plans that give such authority to the
individual.
REDEMPTION IN-KIND. The Fund has elected to be governed by Rule l8f-1 under the
Investment Company Act, which obligates the Fund to redeem shares in cash, with
respect to any one shareholder during any 90-day period, up to the lesser of
$250,000 or 1% of the assets of the Fund. If the Adviser determines that
existing conditions make cash payments undesirable, redemption payments may be
made in whole or in part in securities or other financial assets, valued for
this purpose as they are valued in computing the NAV for the Fund's shares (a
"redemption in-kind"). Shareholders receiving securities or other financial
assets in a redemption in-kind may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences. If you
expect to make a redemption in excess of the lesser of $250,000 or 1% of the
Fund's assets during any 90-day period and would like to avoid any possibility
of being paid with securities in-kind, you may do so by providing the Fund with
an unconditional instruction to redeem at least 15 calendar days prior to the
date on which the redemption transaction is to occur, specifying the dollar
amount or number of shares to be redeemed and the date of the transaction
(please call 1-877-485-8586). This will provide the Fund with sufficient time to
raise the cash in an orderly manner to pay the redemption and thereby minimize
the effect of the redemption on the interests of the Fund's remaining
shareholders.
ADDITIONAL INFORMATION ON DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------------------
DISTRIBUTIONS
A shareholder will automatically receive all income dividends and capital gain
distributions in additional full and fractional shares of the Fund at their net
asset value as of the date of payment unless the shareholder elects to receive
such dividends or distributions in cash. Shareholders will receive a
confirmation of each new transaction in their account. The Fund will confirm all
account activity, including the payment of dividend and capital gain
distributions and transactions made as a result of a Systematic Withdrawal Plan
or an Automatic Investment Plan. Shareholders may rely on these statements in
lieu of stock certificates.
TAXES
DISTRIBUTIONS OF NET INVESTMENT INCOME. The Fund receives income generally in
the form of dividends on its investments. This income, less expenses incurred in
the operation of the Fund, constitutes the Fund's net investment income from
which dividends may be paid to you. Any distributions by the Fund from such
income will be taxable to you as ordinary income, whether you take them in cash
or in additional shares.
DISTRIBUTIONS OF CAPITAL GAINS. The Fund may derive capital gains and losses in
connection with sales or other dispositions of its portfolio securities.
Distributions from net short-term capital gains will be taxable to you as
ordinary income. Distributions from net long-term capital gains will be taxable
to you as long-term capital gain, regardless of how long you have held your
shares in the Fund. Any net capital gains realized by the Fund generally will be
distributed once each year, and may be distributed more frequently, if
necessary, in order to reduce or eliminate excise or income taxes on the Fund.
INFORMATION ON THE TAX CHARACTER OF DISTRIBUTIONS. The Fund will inform you of
the amount of your ordinary income dividends and capital gains distributions at
the time they are paid, and will advise you of their tax status for federal
income tax purposes shortly after the close of each calendar year. If you have
not held Fund shares for a full year, the Fund may designate and distribute to
you, as ordinary income or capital gain, a percentage of income that is not
equal to the actual amount of such income earned during the period of your
investment in the Fund.
ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY. The Fund intends to
elect to be treated as a regulated investment company under Subchapter M of the
Internal Revenue Code and intends to so qualify during the current fiscal year.
As a regulated investment company, the Fund generally pays no federal income tax
on the income and gains it distributes to you. The Board reserves the right not
to maintain the qualification of the Fund as a regulated investment company if
it determines such course of action to be beneficial to shareholders. In such
case, the Fund will be subject to federal, and possibly state, corporate taxes
on its taxable income and gains, and distributions to you will be taxed as
ordinary dividend income to the extent of the Fund's earnings and profits.
EXCISE TAX DISTRIBUTION REQUIREMENTS. To avoid federal excise taxes, the
Internal Revenue Code requires the Fund to distribute to you by December 31 of
each year, at a minimum, the following amounts: 98% of its taxable ordinary
income earned during the calendar year; 98% of its capital gain net income
earned during the twelve month period ending October 31; and 100% of any
undistributed amounts from the prior year. The Fund intends to declare and pay
these amounts in December (or in January that are treated by you as received in
December) to avoid these excise taxes, but can give no assurances that its
distributions will be sufficient to eliminate all taxes.
REDEMPTION OF FUND SHARES. Redemptions and exchanges of Fund shares are taxable
transactions for federal and state income tax purposes. If you redeem your Fund
shares, the IRS will require that you report a gain or loss on your redemption
or exchange. If you hold your shares as a capital asset, the gain or loss that
you realize will be capital gain or loss and will be long-term or short-term,
generally depending on how long you hold your shares. Any loss incurred on the
redemption or exchange of shares held for six months or less will be treated as
a long-term capital loss to the extent of any long-term capital gains
distributed to you by the Fund on those shares.
All or a portion of any loss that you realize upon the redemption of your Fund
shares will be disallowed to the extent that you buy other shares in the Fund
(through reinvestment of dividends or otherwise) within 30 days before or after
your share redemption. Any loss disallowed under these rules will be added to
your tax basis in the new shares you buy.
DIVIDENDS-RECEIVED DEDUCTION FOR CORPORATIONS. If you are a corporate
shareholder, you should note that it is expected that a portion of the dividends
paid by the Fund will qualify for the dividends-received deduction. In some
circumstances, you will be allowed to deduct these qualified dividends, thereby
reducing the tax that you would otherwise be required to pay on these dividends.
The dividends-received deduction will be available only with respect to
dividends designated by the Fund as eligible for such treatment. All dividends
(including the deducted portion) must be included in your alternative minimum
taxable income calculation.
INVESTMENT IN COMPLEX SECURITIES. The Fund may invest in complex securities.
These investments may be subject to numerous special and complex tax rules.
These rules could affect whether gains and losses recognized by the Fund are
treated as ordinary income or capital gain, accelerate the recognition of income
to the Fund and/or defer the Fund's ability to recognize losses. In turn, these
rules may affect the amount, timing or character of the income distributed to
you by the Fund.
The tax consequences to a foreign shareholder of investing in the Fund may be
different from those described herein. Foreign shareholders are advised to
consult their own tax advisers with respect to the particular tax consequences
to them of an investment in the Fund.
The foregoing is only a general summary of certain provisions of the Internal
Revenue Code and current Treasury regulations applicable to the Fund and its
shareholders. The Internal Revenue Code and such regulations are subject to
change by legislative or administrative action. Investors are urged to consult
their own tax advisers regarding the application of federal, state and local tax
laws.
CALCULATION OF PERFORMANCE DATA
--------------------------------------------------------------------------------
Average annual total return is the average annual compounded rate of return for
periods of one year, five years and ten years, all ended on the last day of a
recent calendar quarter. Average annual total return quotations reflect changes
in the price of a Fund's shares and assume that all dividends and capital gains
distributions during the respective periods were reinvested in Fund shares.
Average annual total return is calculated by computing the average annual
compounded rates of return of a hypothetical investment over such periods,
according to the following formula (average annual total return is then
expressed as a percentage):
P(1 + T)n = ERV
Where:
T = average annual total return
P = a hypothetical initial investment of $1,000
n = number of years
ERV = ending redeemable value; ERV is the value, at the end of the
applicable period, of a hypothetical $1,000 investment made at
the beginning of the applicable period.
The Fund's performance will vary from time to time and your shares, when
redeemed, may be worth more or less than their original cost. You should not
consider past results as representative of future performance. Factors affecting
the Fund's performance include, among other things, general market conditions,
the composition of the Fund's portfolio, and operating expenses. In reporting
performance, the Fund makes no adjustment for taxes payable by shareholders on
reinvested income dividends and capital gains distributions.
The Fund may also advertise comparative performance information obtained from
industry or financial publications. The Fund may compare its performance to that
of other mutual funds with similar investment objectives and to stock or other
relevant indices. From time to time, articles about the Fund regarding its
performance or ranking may appear in national publications. Some of these
publications may publish their own rankings or performance reviews of mutual
funds, including the Fund. Reference to or reprints of such articles may be used
in the Fund's promotional literature.
COMPARISONS
LIPPER ANALYTICAL SERVICES, INC. ("LIPPER") AND OTHER INDEPENDENT RANKING
ORGANIZATIONS. From time to time, in marketing and other fund literature, the
Fund's performance may be compared to the performance of other mutual funds in
general or to the performance of particular types of mutual funds with similar
investment goals, as tracked by independent organizations. Among these
organizations, Lipper, a widely used independent research firm which ranks
mutual funds by overall performance, investment objectives, and assets, may be
cited. Lipper performance figures are based on changes in net asset value, with
all income and capital gains dividends reinvested. Such calculations do not
include the effect of any sales charges imposed by other funds. The Fund will be
compared to Lipper's appropriate fund category, that is, by fund objective and
portfolio holdings. The Fund's performance may also be compared to the average
performance of its Lipper category.
MORNINGSTAR, INC. The Fund's performance may also be compared to the performance
of other mutual funds by Morningstar, Inc., which rates funds on the basis of
historical risk and total return. Morningstar's ratings range from five stars
(highest) to one star (lowest) and represent Morningstar's assessment of the
historical risk level and total return of a fund as a weighted average for 3, 5,
and 10 year periods. Ratings are not absolute and do not represent future
results.
INDEPENDENT SOURCES. Evaluations of fund performance made by independent sources
may also be used in advertisements concerning the Fund, including reprints of,
or selections from, editorials or articles about the Fund, especially those with
similar objectives. Sources for fund performance and articles about the Fund may
include publications such as Money, Forbes, Kiplinger's, Smart Money, Financial
World, Business Week, U.S. News and World Report, The Wall Street Journal,
Barron's and a variety of investment newsletters.
INDICES. The Fund may compare its performance to a wide variety of indices.
There are differences and similarities between the investments that a Fund may
purchase and the investments measured by the indices.
HISTORICAL ASSET CLASS RETURNS. From time to time, marketing materials may
portray the historical returns of various asset classes. Such presentations will
typically compare the average annual rates of return of inflation, U.S. Treasury
bills, bonds, common stocks, and small stocks. There are important differences
between each of these investments that should be considered in viewing any such
comparison. The market value of stocks will fluctuate with market conditions,
and small-stock prices generally will fluctuate more than large-stock prices.
Stocks are generally more volatile than bonds. In return for this volatility,
stocks have generally performed better than bonds or cash over time. Bond prices
generally will fluctuate inversely with interest rates and other market
conditions, and the prices of bonds with longer maturities generally will
fluctuate more than those of shorter-maturity bonds. Interest rates for bonds
may be fixed at the time of issuance, and payment of principal and interest may
be guaranteed by the issuer and, in the case of U.S. Treasury obligations,
backed by the full faith and credit of the U.S. Treasury.
SHAREHOLDER REPORTS
--------------------------------------------------------------------------------
An annual report will be issued to shareholders after the close of each fiscal
year, which ends June 30. This report will include financial statements for the
Fund audited by the Fund's independent accountants, PricewaterhouseCoopers LLP.
A semi-annual report will also be issued to the Fund's shareholders.
SERVICE PROVIDERS
--------------------------------------------------------------------------------
CUSTODIAN
Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, acts as custodian
of the cash and securities of the Fund. The custodian holds all cash and,
directly or through a book entry system or an agent, securities of the Fund,
delivers and receives payment for securities sold by the Fund, collects income
from investments of the Fund and performs other duties, all as directed by
officers of the Fund. The custodian does not exercise any supervisory function
over the management of, or the purchase and sale of securities by, the Fund.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT, FUND ADMINISTRATOR AND FUND
ACCOUNTANT
Firstar Mutual Fund Services, LLC acts as the Fund's transfer agent,
dividend-paying agent, fund administrator, fund accountant and shareholder
servicing agent. Firstar Mutual Fund Services, LLC's address is 615 East
Michigan Street, Milwaukee, Wisconsin 53202.
DISTRIBUTOR
Quasar Distributors, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202,
serves as principal underwriter for the Fund and as such, is the agent for the
distribution of shares of the Fund.
COUNSEL
Sidley & Austin, Bank One Plaza, 10 South Dearborn Street, Chicago, Illinois
60603, is counsel for the Fund.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP has been selected as the independent accountants of
the Fund. As such, they are responsible for auditing the financial statements of
the Fund.
ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
The Fund's Prospectus and this Statement of Additional Information omit certain
information contained in the Registration Statement which the Fund has filed
electronically with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, and reference is hereby made to the
Registration Statement for further information with respect to the Fund and the
securities offered hereby. This Registration Statement is available for
inspection by the public at the public reference facilities maintained by the
Commission in Washington, D.C.
FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
AS OF JUNE 27, 2000
ASSETS
Cash $100,000
Receivable from adviser 34,761
-----------
134,761
LIABILITIES
Accrued organizational expenses 34,761
-----------
NET ASSETS $100,000
-----------
Shares outstanding (no par value, unlimited shares authorized) 10,000
Net asset value and offering price per share $10.00
-----------
The accompanying notes are an integral part of these financial statements.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MARCH 25, 2000 (INCEPTION) THROUGH JUNE 27, 2000
Expenses:
Organizational expenses $35,441
Expenses reimbursed by adviser (35,441)
------------
Net income/loss $ --
------------
The accompanying notes are an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS
ORGANIZATION
The Cullen Funds Trust (the "Trust") was organized as a Delaware business trust
on March 25, 2000 and is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Trust currently offers one series of shares to
investors, the Cullen Value Fund (the "Fund"). Pursuant to the 1940 Act, the
Fund is a "diversified" series of the Trust. The Fund's operations to date have
been limited to organizational activities, and the receipt $100,000 of seed
capital from a Trustee of the Fund.
1. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION COSTS
Expenses in connection with the organization of the Fund have been reimbursed by
Cullen Capital Management LLC (the "Adviser"). These reimbursed expenses may be
recovered by the Adviser in the future, subject to certain limitations (see Note
2).
FEDERAL INCOME TAXES
The Fund intends to comply with the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute substantially all
of its taxable income to its shareholders in a manner which results in no tax
cost to the Fund.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts in the financial statements. Actual results could
differ from those estimates.
2. INVESTMENT ADVISER
The Trust has an agreement with the Adviser, with whom certain officers and
trustees of the Fund are affiliated, to furnish investment advisory services to
the Fund. Under the terms of the agreement, the Fund compensates the Adviser for
its management services at the annual rate of 1% of the Fund's average daily net
assets. The Adviser has agreed, through July 1, 2002, to waive its fees and
reimburse expenses to the extent that the Fund's total annual operating expenses
exceed 2% of the Fund's average net assets. For a period of three years after
the year in which the Adviser waives or reimburses expenses, the Adviser may
seek reimbursement from the Fund to the extent that total annual Fund operating
expenses are less than the expense limitation in effect at the time of the
waiver or reimbursement.
3. DISTRIBUTION PLAN
The Fund has adopted a Rule 12b-1 plan, which allows the Fund to pay
distribution fees for the sale and distribution of its shares. The maximum level
of distribution expenses is 0.25% per year of the Fund's average daily net asset
value.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholder and Board of Trustees of
Cullen Funds Trust
In our opinion, the accompanying statement of assets and liabilities and the
related statement of operations present fairly, in all material respects, the
financial position of Cullen Value Fund (comprising the Cullen Funds Trust,
hereafter referred to as the "Fund") at June 27, 2000 and the results of its
operations from the period March 25, 2000 (inception date) through June 27, 2000
, in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the Fund's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these financial
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
June 28, 2000
APPENDIX A
--------------------------------------------------------------------------------
RATINGS OF CORPORATE OBLIGATIONS,
COMMERCIAL PAPER, AND PREFERRED STOCK
RATINGS OF CORPORATE OBLIGATIONS
MOODY'S INVESTORS SERVICE, INC.
AAA: Bonds that are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
AA: Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present that
make the long-term risks appear somewhat larger than in Aaa securities.
A: Bonds that are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
BAA: Bonds that are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
BA: Bonds rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B: Bonds rated B generally lack characteristics of desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
CAA: Bonds rated Caa are of poor standing. Such bonds may be in default
or there may be present elements of danger with respect to principal and
interest.
CA: Bonds rated Ca represent obligations that are speculative in a high
degree. Such bonds are often in default or have other marked shortcomings.
Those securities in the A and Baa groups which Moody's believes possess
the strongest investment attributes are designated by the symbols A-1 and Baa-1.
Other A and Baa securities comprise the balance of their respective groups.
These rankings (1) designate the securities which offer the maximum in security
within their quality groups, (2) designate securities which can be bought for
possible upgrading in quality, and (3) additionally afford the investor an
opportunity to gauge more precisely the relative attractiveness of offerings in
the marketplace.
STANDARD & POOR'S CORPORATION
AAA: Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA: Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in a small degree.
A: Bonds rated A have a strong capacity to pay interest and repay
principal, although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.
BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Although they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories. Bonds rated
BBB are regarded as having speculation characteristics.
BB--B--CCC-CC: Bonds rated BB, B, CCC, and CC are regarded, on balance,
as predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation among such bonds and CC the highest
degree of speculation. Although such bonds will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.
COMMERCIAL PAPER RATINGS
STANDARD & POOR'S CORPORATION
Commercial paper ratings are graded into four categories, ranging from
"A" for the highest quality obligations to "D" for the lowest. Issues assigned
the A rating are regarded as having the greatest capacity for timely payment.
Issues in this category are further refined with the designation 1, 2 and 3 to
indicate the relative degree of safety. The "A-1" designation indicates that the
degree of safety regarding timely payment is very strong. Those issues
determined to possess overwhelming safety characteristics will be denoted with a
plus sign designation.
MOODY'S INVESTORS SERVICE, INC.
Moody's commercial paper ratings are opinions of the ability of the
issuers to repay punctually promissory obligations not having an original
maturity in excess of nine months. Moody's makes no representation that such
obligations are exempt from registration under the Securities Act of 1933, nor
does it represent that any specific note is a valid obligation of a rated issuer
or issued in conformity with any applicable law. Moody's employs the following
three designations, all judged to be investment grade, to indicate the relative
repayment capacity of rated issuers:
Prime-1 Superior capacity for repayment
Prime-2 Strong capacity for repayment
Prime-3 Acceptable capacity for repayment
RATINGS OF PREFERRED STOCK
STANDARD & POOR'S CORPORATION
Standard & Poor's preferred stock rating is an assessment of the
capacity and willingness of an issuer to pay preferred stock dividends and any
applicable sinking fund obligations. A preferred stock rating differs from a
bond rating inasmuch as it is assigned to an equity issue, which issue is
intrinsically different from, and subordinated to, a debt issue. Therefore, to
reflect this difference, the preferred stock rating symbol will normally not be
higher than the bond-rating symbol assigned to, or that would be assigned to,
the senior debt of the same issuer.
The preferred stock ratings are based on the following considerations:
1. Likelihood of payment--capacity and willingness of the issuer
to meet the timely payment of preferred stock dividends and any
applicable sinking fund requirements in accordance with the
terms of the obligation.
2. Nature of and provisions of the issue.
3. Relative position of the issue in the event of bankruptcy,
reorganization, or other arrangements affecting creditors' rights.
AAA: This is the highest rating that may be assigned by Standard &
Poor's to a preferred stock issue and indicates an extremely strong capacity to
pay the preferred stock obligations.
AA: A preferred stock issue rated AA also qualifies as a high quality
fixed income security. The capacity to pay preferred stock obligations is very
strong, although not as overwhelming as for issues rated AAA.
A: An issue rated A is backed by a sound capacity to pay the preferred
stock obligations, although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions.
BBB: An issue rated BBB is regarded as backed by an adequate capacity
to pay the preferred stock obligations. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to make payments for a preferred
stock in this category than for issues in the A category.
BB, B, CCC: Preferred stock issues rated BB, B, and CCC are regarded,
on balance, as predominantly speculative with respect to the issuer's capacity
to pay preferred stock obligations. BB indicates the lowest degree of
speculation and CCC the highest degree of speculation. While such issues will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.
CC: The rating CC is reserved for a preferred stock issue in arrears on
dividends or sinking fund payments but that is currently paying.
C: A preferred stock rated C is a nonpaying issue.
D: A preferred stock rated D is a nonpaying issue with the issuer in
default on debt instruments.
NR indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that S & P does not rate
a particular type of obligation as a matter of policy.
Plus (+) or Minus (-): To provide more detailed indications of
preferred stock quality, the ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
MOODY'S INVESTORS SERVICE, INC.
AAA: An issue that is rated aaa is considered to be a top-quality
preferred stock. This rating indicates good asset protection and the least risk
of dividend impairment within the universe of preferred stocks.
AA: An issue that is rated aa is considered a high-grade preferred
stock. This rating indicates that there is reasonable assurance that earnings
and asset protection will remain relatively well maintained in the foreseeable
future.
A: An issue which is rated a is considered to be an upper-medium grade
preferred stock. While risks are judged to be somewhat greater than in the aaa
and aa classifications, earnings and asset protection are, nevertheless,
expected to be maintained at adequate levels.
BAA: An issue that is rated baa is considered to be medium grade,
neither highly protected nor poorly secured. Earnings and asset protection
appear adequate at present but may be questionable over any great length of
time.
BA: An issue that is rated ba is considered to have speculative
elements and its future cannot be considered well assured. Earnings and asset
protection may be very moderate and not well safeguarded during adverse periods.
Uncertainty of position characterizes preferred stocks in this class.
B: An issue that is rated b generally lacks the characteristics of a
desirable investment. Assurance of dividend payments and maintenance of other
terms of the issue over any long period of time may be small.
CAA: An issue that is rated caa is likely to be in arrears on dividend
payments. This rating designation does not purport to indicate the future status
of payments.
CA: An issue which is rated ca is speculative in a high degree and is
likely to be in arrears on dividends with little likelihood of eventual payment.
C: This is the lowest rated class of preferred or preference stock.
Issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
CULLEN FUNDS TRUST
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS.
(a) DECLARATION OF TRUST
(i) Certificate of Trust1
(ii) Agreement and Declaration of Trust1
(b) BYLAWS1
(c) INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS-- Incorporated by reference
to the Agreement and Declaration of Trust and Bylaws.
(d) ADVISORY AGREEMENT - Filed herewith.
(e) UNDERWRITING AGREEMENT-- Filed herewith.
(f) BONUS OR PROFIT SHARING CONTRACTS - Not applicable.
(g) CUSTODY AGREEMENT-- Filed herewith.
(h) OTHER MATERIAL CONTRACTS
(i) Administration Agreement-- Filed herewith.
(ii) Transfer Agent Servicing Agreement-- Filed herewith.
(iii) Fund Accounting Servicing Agreement-- Filed herewith.
(iv) Fulfillment Servicing Agreement - Filed herewith.
(i) OPINION AND CONSENT OF COUNSEL-- Filed herewith.
(j) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS-- Filed herewith.
(k) OMITTED FINANCIAL STATEMENTS - Not applicable.
(l) AGREEMENT RELATING TO INITIAL CAPITAL-- Filed herewith.
(m) RULE 12B-1 PLAN - Filed herewith.
(n) RULE 18F-3 PLAN - Not applicable.
(o) RESERVED.
(p) CODE OF ETHICS - Filed herewith.
1 Incorporated by reference to Registrant's Initial Filing of the Registration
Statement filed March 27, 2000.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
No person is directly or indirectly controlled by or under common
control with the Registrant.
ITEM 25. INDEMNIFICATION.
Reference is made to Article VII of the Registrant's Agreement and
Declaration of Trust.
Pursuant to Rule 484 under the Securities Act of 1933, as amended, the
Registrant furnishes the following undertaking: "Insofar as indemnification for
liability arising under the Securities Act of 1933 (the "Act") may be permitted
to trustees, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that, in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a trustee,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue."
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER.
Cullen Capital Management LLC will serve as the investment adviser for
the Registrant. The business and other connections of Cullen Capital Management
LLC will be set forth in the Uniform Application for Investment Adviser
Registration ("Form ADV") of Cullen Capital Management LLC as will shortly be
filed with the SEC and which will be incorporated by reference herein.
ITEM 27. PRINCIPAL UNDERWRITER.
(a) Quasar Distributors, LLC, 615 East Michigan Street, Milwaukee,
Wisconsin, 53202, the Distributor for shares of the Registrant,
will also act as principal underwriter for other open-end
investment companies not yet under registration as of the date of
filing.
(b) To the best of Registrant's knowledge, the directors and executive
officers of Quasar Distributors, LLC are as follows:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION AND OFFICES WITH QUASAR POSITIONS AND OFFICES WITH
BUSINESS ADDRESS DISTRIBUTORS, LLC REGISTRANT
--------------------------------------------- ---------------------------------------- ------------------------------
<S> <C> <C>
James R. Schoenike President, Board Member None
--------------------------------------------- ---------------------------------------- ------------------------------
Donna J. Berth Treasurer None
--------------------------------------------- ---------------------------------------- ------------------------------
James J. Barresi Secretary None
--------------------------------------------- ---------------------------------------- ------------------------------
Joe Redwine Board Member None
--------------------------------------------- ---------------------------------------- ------------------------------
Bob Kern Board Member None
--------------------------------------------- ---------------------------------------- ------------------------------
Paul Rock Board Member None
--------------------------------------------- ---------------------------------------- ------------------------------
Jennie Carlson Board Member None
--------------------------------------------- ---------------------------------------- ------------------------------
</TABLE>
The address of each of the foregoing is 615 East Michigan Street, Milwaukee,
Wisconsin, 53202.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
The books and records required to be maintained by Section 31(a) of
the Investment Company Act of 1940 are maintained in the following locations:
<TABLE>
<CAPTION>
RECORDS RELATING TO: ARE LOCATED AT:
------------------- ---------------
<S> <C>
Registrant's Fund Accounting, Administrator and Firstar Mutual Fund Services, LLC
Transfer Agent 615 East Michigan Street
Milwaukee, WI 53202
Registrant's Investment Adviser Cullen Capital Management LLC
645 Fifth Avenue
New York, NY 10022
Registrant's Custodian Firstar Bank, N.A.
425 Walnut Street
Cincinnati, OH 54202
</TABLE>
ITEM 29. MANAGEMENT SERVICES NOT DISCUSSED IN PARTS A AND B.
Not applicable.
ITEM 30. UNDERTAKINGS.
The Registrant hereby undertakes to furnish each person to whom a
Prospectus for one or more of the series of the Registrant is delivered with a
copy of the relevant latest annual report to shareholders, upon request and
without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it has duly caused
this Pre-Effective Amendment No. 2 to be signed below on its behalf by the
undersigned, duly authorized, in the City of New York and the State of New York
on the 28th day of June, 2000.
CULLEN FUNDS TRUST
BY: /S/ JAMES P. CULLEN
--------------------------
James P. Cullen
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on June 28, 2000 by the following
persons in the capacities indicated.
SIGNATURE TITLE
/S/ JAMES P. CULLEN Trustee
---------------------------
James P. Cullen
Dr. Curtis J. Flanagan* Trustee
---------------------------
(Dr. Curtis J. Flanagan)
MATTHEW J. DODDS* Trustee
---------------------------
(Matthew J. Dodds)
ROBERT J. GARRY* Trustee
---------------------------
(Robert J. Garry)
*BY JAMES P. CULLEN
James P. Cullen
Attorney in Fact
