FULFILLMENT SERVICING AGREEMENT
THIS
AGREEMENT is made and entered into as of this 28th
day of
June, 2000, by and among Cullen Funds Trust, (hereinafter referred to as the
“Trust”), Cullen Capital Management LLC (hereinafter referred to as the
“Adviser”), Quasar Distributors, LLC (hereinafter referred to as the
“Distributor”) and Firstar Mutual Fund Services, LLC (hereinafter referred to as
“FMFS”).
WHEREAS,
the Adviser is a registered investment adviser under the Investment Advisers
Act
of 1940, as amended;
WHEREAS,
the Adviser served as investment adviser to the Trust, a registered investment
company under the Investment Company Act of 1940, as amended, which is
authorized to create separate series of funds;
WHEREAS,
the Distributor is a registered broker-dealer under the Securities Exchange
Act
of 1934, as amended, and serves as principal distributor of Trust
shares;
WHEREAS,
FMFS provides fulfillment services to mutual funds;
WHEREAS,
the Trust desires to retain FMFS to provide fulfillment services to all
portfolios of the Trust (the “Fund”) and each additional series of the Trust
listed on Exhibit A attached hereto, as it may be amended from time to
time.
NOW,
THEREFORE, the parties agree as follows:
1. Duties
and responsibilities of FMFS
| 1. |
Answer
all prospective shareholder calls concerning the
Fund.
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| 2. |
Send
all available Fund material requested by the prospect within 24 hours
from
time of call.
|
| 3. |
Receive
and update all Fund fulfillment literature so that the most current
information is sent and quoted.
|
| 4. |
Provide
24 hour answering service to record prospect calls made after hours
(7
p.m. to 8 a.m. CT).
|
| 5. |
Maintain
and store Fund fulfillment
inventory.
|
| 6. |
Send
periodic fulfillment reports to the Trust as agreed upon between
the
parties.
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2. Duties
and Responsibilities of the Trust
| 1. |
Provide
Fund fulfillment literature updates to FMFS as
necessary.
|
| 2. |
File
with the NASD, SEC and State Regulatory Agencies, as appropriate,
all
fulfillment literature that the Fund requests FMFS send to prospective
shareholders.
|
| 3. |
Supply
FMFS with sufficient inventory of fulfillment materials as requested
from
time to time from FMFS.
|
| 4. |
Provide
FMFS with any sundry information about the Fund in order to answer
prospect questions.
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3. Compensation
The
Adviser or the Distributor (the Distributor only through the collection of
sufficient distribution expenses from the Fund, if applicable) agrees to
compensate FMFS for the services performed under this Agreement in accordance
with the attached Exhibit A. All invoices shall be paid within ten days of
receipt.
4. Proprietary
and Confidential Information
FMFS
agrees on behalf of itself and its directors, officers, and employees to treat
confidentially and as proprietary information of the Trust all records and
other
information relative to the Trust and prior, present, or potential shareholders
of the Trust (and clients of said shareholders), and not to use such records
and
information for any purpose other than the performance of its responsibilities
and duties hereunder, except after prior notification to and approval in writing
by the Trust, which approval shall not be unreasonably withheld and may not
be
withheld where FMFS may be exposed to civil or criminal contempt proceedings
for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.
5. Indemnification
The
Trust
agrees to indemnify FMFS from any liability arising out of the distribution
of
fulfillment literature which has not been approved by the appropriate Federal
and State Regulatory Agencies. FMFS agrees to indemnify the Trust from any
liability arising from the improper use of fulfillment literature during the
performance of duties and responsibilities identified in this agreement. FMFS
will be liable for bad faith, negligence or willful misconduct on its part
in
its duties under this Agreement.
6. Termination
This
Agreement may be terminated by either party upon 90 days written
notice.
FMFS
is
hereby expressly put on notice of the limitation of shareholder liability as
set
forth in the Trust Instrument of the Trust and agrees that obligations assumed
by the Trust pursuant to this Agreement shall be limited in all cases to the
Trust and its assets, and if the liability relates to one or more series, the
obligations hereunder shall be limited to the respective assets of such series.
FMFS further agrees that it shall not seek satisfaction of any such obligation
from the shareholder or any individual shareholder of a series of the Trust,
nor
from the Trustees or nay individual Trustee of the Trust.
7. No
Agency Relationship
Nothing
herein contained shall be deemed to authorize or empower FMFS to act as agent
for the other party to this Agreement, or to conduct business in the name of,
or
for the account of the other party to this Agreement.
8. Data
Necessary to Perform Services
The
Trust
or its agent, which may be FMFS, shall furnish to FMFS the data necessary to
perform the services described herein at such times and in such form as mutually
agreed upon. If FMFS is also acting in another capacity for the Trust, nothing
herein shall be deemed to relieve FMFS of any of its obligations in such
capacity.
9. Notification
of Error
The
Trust
will notify FMFS of any balancing or control error caused b FMFS the later
of:
within three (3) business days after receipt of any reports rendered by FMFS
to
the Trust; within three (3) business days after discovery of any error or
omission not covered in the balancing or control procedure, or within three
(3)
business days of receiving notice from any shareholder.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
a duly authorized officer or one or more counterparts as of the day and year
first written above.
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FIRSTAR
MUTUAL FUND SERVICES, LLC
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By:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Attest:
/s/ (illegible)
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QUASAR
DISTRIBUTORS, LLC
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CULLEN
CAPITAL MANAGEMENT LLC
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By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Attest:
/s/ (illegible)
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Attest:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Literature
Fulfillment Services
Annual
Fee Schedule
Exhibit
A
Separate
Series of Cullen Funds Trust
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Name
of Series
|
Date
Added
|
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Cullen
Value Fund
|
7/1/00
|
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Cullen
High Dividend Equity Fund
|
8/1/03
|
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Cullen
International High Dividend Fund
|
12/15/05
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AMENDMENT
TO THE FULFILLMENT SERVICING AGREEMENT
THIS
AMENDMENT dated as of January 1, 2002 to the Fulfillment Servicing Agreement
dated as of June 28, 2000, by and between Cullen Funds Trust, a Delaware
business trust, and Firstar Mutual Fund Services, LLC, a Wisconsin limited
liability company, shall be as follows:
Effective
January 1, 2002, the name Firstar Mutual Fund Services, LLC has been changed
to
U.S. Bancorp fund Services, LLC. Accordingly, all references to Firstar Mutual
Fund Services, LLC in this Agreement should be replaced with U.S. Bancorp Fund
Services, LLC. Similarly, any references to Firstar Bank, N.A. should be
replaced with U.S. Bank, N.A.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by
a duly authorized officer on one or more counterparts as of the day and year
first written above.
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U.S.
BANCORP FUND SERVICES, LLC
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By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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AMENDMENT
TO THE FULFILLMENT SERVICING AGREEMENT
THIS
AMENDMENT dated as of May 9, 2002 to the Fulfillment Servicing Agreement, as
amended, dated as of June 28, 200, by and between Cullen Funds Trust, a Delaware
business trust, and U.S. Bancorp Fund Services, LLC (formerly Firstar Mutual
Fund Services, LLC), a Wisconsin limited liability company shall be as
follows:
Paragraph
6 Proprietary
and Confidential Information
shall be
amended and replaced in its entirety as follows:
6. Proprietary
and Confidential Information
USBFS
agrees on behalf of itself and its directors, officers and employees to treat
confidentially and as proprietary information of the Trust all records and
other
information relative to the Trust and prior, present, or potential shareholders
of the Trust (and clients of said shareholders), and not to use such records
and
information for any purpose other than the performance of its responsibilities
and duties hereunder, expect after prior notification to and approval in writing
by the Trust, which approval shall not be unreasonably withheld and may not
be
withheld where USBFS may be exposed to civil or criminal contempt proceedings
for failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.
Further,
USBFS will adhere to the privacy policies adopted by the Trust pursuant to
Title
V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time (the
“Act”). Notwithstanding the foregoing, USBFS will not share any nonpublic
personal information concerning any of the Trust’s shareholders to any third
party unless specifically directed by the Trust or allowed under one of the
exceptions noted under the Act.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by
a duly authorized officer on one or more counterparts as of the day and year
first written above.
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U.S.
BANCORP FUND SERVICES, LLC
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By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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