Filed with the Securities and Exchange Commission on June 30, 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. 3 |X|
Post-Effective Amendment No. |_|
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 3 |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
The Cullen Funds Trust (the "Registrant") hereby incorporates by
reference to the Registrant's Pre-Effective Amendment No. 2 filed June 28, 2000,
Part A, Part B and Part C of the Registrant's Registration Statement, with the
exception of the financial statements and the consent of independent
accountants.
This Pre-Effective Amendment No. 3 is filed solely for the purpose of
the Securities and Exchange Commission's review of the Registrant's financial
statements and consent of independent accountants.
Accession No. 0000894189-00-000418
1933 Act Registration File No. 333-33302
1940 Act File No. 811-9871
FINANCIAL STATEMENTS
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STATEMENT OF ASSETS AND LIABILITIES
AS OF JUNE 27, 2000
ASSETS
Cash $100,000
Receivable from adviser 35,441
-----------------
135,441
LIABILITIES
Accrued organizational expenses 35,441
-----------------
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 $ --
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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 will be 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
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. 3 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 30th 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 30, 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
