485BPOS 1 e36815_485bpos.htm FORM N-1A

Filed with the Securities and Exchange Commission on October 26, 2009

1933 Act Registration File No. 333-33302
1940 Act File No. 811-09871

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x

Pre-Effective Amendment No.	¨

Post-Effective Amendment No. 30	x

And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x

Amendment No. 32	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:
Andrew H. Shaw, Esq.
Sidley Austin LLP
One South Dearborn
Chicago, IL 60603

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)

	x	on October 28, 2009 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.

If appropriate, check the following box.
[ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

PROSPECTUS
October 28, 2009


	CULLEN HIGH DIVIDEND EQUITY FUND CULLEN INTERNATIONAL HIGH DIVIDEND FUND

	Retail Class, Class I, Class C, Class R1, and Class R2

The U.S. Securities and Exchange Commission (“SEC”) has not approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS


YOUR INVESTMENT	1
WHAT ARE THE GOALS OF THE FUNDS?	1
WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE FUNDS?	1
WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUNDS?	2
WHO SHOULD INVEST IN THE FUNDS?	4
WHAT ARE THE FEES AND EXPENSES OF THE FUNDS?	5
PORTFOLIO HOLDINGS INFORMATION	10
WHO MANAGES THE FUNDS?	10
ADDITIONAL INFORMATION ON INVESTMENT POLICIES AND RISKS	14
YOUR ACCOUNT	16
ELIGIBLE INVESTORS	16
SHARE PRICE	17
BUYING SHARES	19
SELLING SHARES	23
ADDITIONAL POLICIES	25
DISTRIBUTIONS AND TAXES	26
SHAREHOLDER REPORTS AND CONFIRMATIONS	27
RESERVED RIGHTS	28
FINANCIAL HIGHLIGHTS	29
FOR MORE INFORMATION	Back Cover

In this prospectus, the “Adviser” refers to Cullen Capital Management LLC, the investment adviser for the Cullen High Dividend Equity Fund (the “ High Dividend Fund”) and the Cullen International High Dividend Fund (the “International High Dividend Fund”), (each, a “Fund” and together, the “Funds”). The Funds are separate series of Cullen Funds Trust (the “Trust”).

YOUR INVESTMENT

WHAT ARE THE GOALS OF THE FUNDS?

Cullen High Dividend Equity Fund:

The Fund seeks long-term capital appreciation and current income. The Fund’s goals are fundamental, which means that they cannot be changed without shareholder approval. Capital appreciation is a primary objective and current income is a secondary objective.

Cullen International High Dividend Fund:

The Fund seeks current income and long-term capital appreciation. The Fund’s goals are fundamental, which means that they cannot be changed without shareholder approval. Current income is a primary objective and capital appreciation is a secondary objective.

WHAT ARE THE PRINCIPAL INVESTMENT STRATEGIES OF THE FUNDS?

The investment strategies of the Funds described below are non-fundamental, which means that they may be changed by action of the Board of Trustees of the Trust, without shareholder approval.

Cullen High Dividend Equity Fund:

The Fund invests, under normal circumstances, at least 80% of its net assets primarily in dividend paying common stocks of medium- and large-capitalization companies. As a point of comparison, a high dividend common stock that the Fund would invest in would have a dividend yield greater than the average dividend yield of the equity securities in the S&P 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 at the time of original purchase, although the portfolio is not systematically rebalanced. 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, dividend yield or price.

As part of its strategy, the Fund, in order to generate additional income, will selectively write covered call options when it is deemed to be in the Fund’s best interest. Writing a covered call option allows the Fund to receive a premium. A call option gives the holder the right, but not the obligation, to buy the underlying equity stock from the writer of the option at a given price during a specific period. Generally, the Adviser does not expect investments in covered call options to exceed 30% of the Fund’s net assets.

The Fund may invest up to 30% of its assets in foreign securities. These investments are generally made in American Depository Receipts (“ADRs”), which trade on U.S. exchanges. ADRs may be purchased through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depository, whereas a depository may establish an unsponsored facility without participation by the issuer of the depository security. Holders of unsponsored depository receipts generally bear all the costs of such facilities and the depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts.

What is a call option?
A call option is a short-term contract entitling the purchaser, in return for a premium paid, the right to buy the underlying equity security at a specified price upon exercise of the option at any time prior to its expiration. Writing a covered call is the selling of a call option for an equity security that is currently held in the portfolio. If the price of the underlying equity security reaches the strike price of the option, the option is likely to be exercised. In this case, the writer of the option is obligated to deliver the number of shares for which the call option is written.

Cullen International High Dividend Fund:

The Fund invests, under normal circumstances, at least 80% of its net assets primarily in high dividend paying common stocks of medium- and large-capitalization companies headquartered outside the United States and in ADRs. ADRs are depository receipts for foreign securities denominated in U.S. dollars and traded on U.S. securities markets or available through a U.S. broker or dealer. As a point of comparison, a high dividend paying common stock that the Fund would invest in would have a dividend yield greater than the average dividend yield of the equity securities in the MSCI EAFE Stock Index.

The Fund intends to diversify its investments across different countries, but the percentage of Fund assets invested in particular countries or regions will change from time to time based on the Adviser’s judgment. The Fund intends to invest in the securities of companies located in developed countries and, to a lesser extent, those located in emerging markets. The Fund may consider investments in companies in any of the world’s developed stock markets, such as the United Kingdom and other stock markets in the European Union. The Fund also may consider investments in developed and emerging stock markets in the Far East, such as Hong Kong, China, Singapore, Korea, Taiwan, Malaysia and Thailand. Other developed and emerging stock markets such as Australia, New Zealand, South Africa, Canada and Mexico also may be considered.

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.

The Fund generally invests substantially all of its assets in common stocks and ADRs. The Fund invests roughly similar amounts of its assets in each position in the portfolio at the time of original purchase, although the portfolio is not systematically rebalanced. 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, dividend yield or price.

For each Fund described above, the Adviser generally selects stocks of companies that have all three of the following characteristics:

a below average price/earnings ratio as compared with the average price/earnings ratio of the equity securities in the respective Fund’s benchmark stock index;
a dividend yield greater than the average dividend yield of the equity securities in the respective Fund’s benchmark stock index; and
strong dividend growth potential based upon historical dividend growth and company fundamentals.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUNDS?

General Stock Risks

Each Fund’s major risks are those of investing in the stock market, which can mean either Fund may experience sudden, unpredictable declines in value, as well as periods of poor performance. Periods of poor performance and declines in value of either Fund’s underlying equity investments can be caused and also further prolonged by many circumstances currently confronting the global economy such as declining consumer and business confidence, malfunctioning credit markets, increased unemployment, reduced levels of capital expenditures, fluctuating commodity prices, bankruptcies, and other circumstances, all of which can individually and collectively have direct effects on the valuation and/or earnings power of the companies in which each Fund invests. Stock markets worldwide have experienced significant volatility in recent periods as a result of market participants reacting to economic data and market indicators that have contradicted their previous assumptions and estimates, and, at times, these reactions have created scenarios where investors and traders have redeemed their investments/holdings en masse thereby creating

additional and often significant downward price pressure than might be experienced in less volatile periods. In the future, market participants’ views on the valuation and/or earnings power of a company and the overall state of the economy can cause similar significant short-term and long-term volatility in the value of either Fund’s shares. And, as a result, you could lose money investing in either Fund.

Medium-Capitalization Companies

The Funds may invest in the stocks of medium-capitalization companies. Medium-capitalization companies often have narrower markets and limited managerial and financial resources compared to those of 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 Funds’ portfolios.

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 each Fund’s “value” investment style may sometimes be lower than that of equity funds following other styles of investment.

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. More specific risks include:

future political and economic developments,
the imposition of foreign withholding taxes on dividend and interest income payable on the securities,
the possible establishment of exchange controls,
the possible seizure or nationalization of foreign investments, and
the adoption of other foreign governmental restrictions which might adversely affect the payment of amounts due with respect to such securities.

You may lose money by investing in either Fund if any of the following occur:

foreign stock markets decline in value,
the Fund has difficulty selling smaller capitalization or emerging market stocks during a market due to lower liquidity,
the value of a foreign currency declines relative to the U.S. dollar, or
political, social or economic instability in a foreign country causes the value of the Fund’s investments to decline.

All of the risks of investing in foreign securities are heightened by investing in emerging markets. Emerging markets have been more volatile than the markets of developed countries with more mature economies. ADRs are subject to the risks of foreign investments and may not always track the price of the underlying foreign security. Even when denominated in U.S. currency, the depository receipts are subject to currency risk if the underlying security is denominated in a foreign currency. There can be no assurance that the price of the depository receipt will always track the price of the underlying foreign security.

Options or Covered Call Writing

The High Dividend Fund, in order to generate additional income, will selectively write covered call options when it is deemed to be in the Fund’s best interest. A call option is a short-term contract entitling the purchaser, in return for a premium paid, the right to buy the underlying equity security at a specified price upon exercise of the option at any time prior to its expiration. The market price of the call will, in most instances, move in conjunction with the price of the underlying equity security. The premiums received by the Fund from the sale of call options may be used by the Fund to reduce the risks associated with individual investments and to increase total investment return. However, if the security rises in value and the call is exercised, the Fund may not participate fully in the market appreciation of the security.

WHO SHOULD INVEST IN THE FUNDS?

The Funds are appropriate for investors who are comfortable with the risks described in this prospectus and who have long-term investment goals. The Funds are not appropriate for investors concerned primarily with principal stability.

PERFORMANCE INFORMATION

Cullen High Dividend Equity Fund

The following performance information indicates some of the risks of investing in the shares of the High Dividend Fund by showing the variability of the Retail Class’s returns (the class with the longest period of annual returns). The bar chart shows the total return of the Fund by showing the changes in the Fund’s performance from year to year (on a calendar year basis). The table shows the Fund's average annual total return over time compared with a broad-based market index. Both the bar chart and table assume that all dividends and distributions are reinvested in the Fund. Remember, the Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Prior to October 7, 2004, the shares of the Fund had no specific class designation. As of that date, all of the then outstanding shares were redesignated as Retail Class shares.

The Fund’s Retail Class shares 2009 calendar year-to-date return as of September 30, 2009 was 6.25%.

During the periods shown in the bar chart, the Fund’s highest quarterly return was 7.59% for the quarter ended December 31, 2004 and the lowest quarterly return was -18.09% for the quarter ended December 31, 2008.

Average Annual Total Returns for the Periods ended December 31, 2008

	1 Year	5 Years	Since Inception of Retail Class⁽¹⁾
Cullen High Dividend Equity Fund, Retail Class
Return Before Taxes	-29.38%	1.53%	3.71%
Return After Taxes on
Distributions⁽²⁾	-30.29%	0.44%	2.66%
Return After Taxes on
Distributions and Sale of Fund Shares⁽²⁾	-18.98%	0.86%	2.75%
Cullen High Dividend Equity Fund, Class I
Return Before Taxes	-29.20%	n/a	0.56%
S&P 500 Index ⁽³⁾	-37.00%	-2.19%	0.49%

⁽¹⁾	The Fund commenced operations on August 1, 2003. The returns for the index have been calculated since the inception date of each class.

⁽²⁾	After-tax returns are shown for Retail Class shares only. After-tax returns for Class I shares will differ. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. Furthermore, the after-tax returns shown are not relevant to those who hold their shares through tax-deferred arrangements such as 401(k) plans or IRAs.

⁽³⁾	The S&P 500 Index is an unmanaged index generally representative of the market for the stocks of large-sized U.S. companies. The figures above reflect all dividends reinvested but do not reflect any deductions for fees, expenses, or taxes. A direct investment in an index is not possible.

WHAT ARE THE HIGH DIVIDEND 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)	Retail Class	Class C	Class I	Class R1	Class R2
	Retail Class

Maximum sales charge (load) imposed
on purchases	None	None	None	None	None
(as a percentage of offering price)
Maximum deferred sales charge (load)
(as a percentage of purchase or sale	None	None	None	None	None
price, whichever is less)
Maximum sales charge (load) imposed	None	None	None	None	None
on reinvested dividends
Redemption Fee (as a percentage of	2.00%	2.00%	2.00%	2.00%	2.00%
amount redeemed) ^a
Exchange Fee	None	None	None	None	None


ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)	Retail Class	Class C	Class I	Class R1	Class R2
	Retail Class


Management Fee	1.00%	1.00%	1.00%	1.00%	1.00%
Distribution (12b-1) and Service Fees	0.25%	1.00%	0.00%	0.50%	0.25%
Other Expenses ^b	0.25%	0.25%	0.25%	0.50%	0.50%
Acquired Fund Fees and Expenses^c	0.10%	0.10%	0.10%	0.10%	0.10%
Total Annual Fund Operating Expenses	1.60%	2.35%	1.35%	2.10%	1.85%
Less Expense	-0.50%	-0.50%	-0.50%	-0.50%	-0.50%
Reduction/Reimbursement^d
Net Annual Fund Operating Expenses	1.10%	1.85%	0.85%	1.60%	1.35%

Example

This example is intended to help you compare the cost of investing in the High Dividend Fund with the cost of investing in other mutual funds. The example shows you what you would pay if you invested $10,000 in the Fund over the time periods shown and then redeem all of your shares at the end of those periods. The example assumes that:

you reinvested all dividends and other distributions;
the Fund’s average annual return was 5%; and
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*	5 Years*	10 Years*
Retail Class	$112	$456	$824	$1,859
Class C	$188	$686	$1,211	$2,649
Class I	$87	$378	$691	$1,580
Class R1	$163	$610	$1,083	$2,392
Class R2	$137	$533	$954	$2,128

*	The Expense Example amounts reflect the current expense waiver and reimbursement agreement in through October 31, 2010. Thus, the 3 years, 5 years and 10 years examples reflect the expense and reimbursement only for the first year.

a	You will be charged a 2% redemption fee if you redeem or exchange shares of the Fund within seven (7) days of purchase. The redemption fee is payable to the Fund and is intended to benefit the remaining shareholders by reducing the cost of short term trading. The Fund’s Transfer Agent charges a $15 wire redemption fee to shareholders who elect to redeem by wire transfer.

b	Other expenses, which include custodian, transfer agency, shareholder servicing plan fees and other customary Fund expenses, are based on actual amounts from the Fund’s statement of operations for the current fiscal year. As described in the “Distribution and Shareholder Servicing Plan” section of this Prospectus, the Shareholder Servicing Plan expense is up to 0.25% for both the Class R1 and Class R2 shares, and the Annual Fund Operating Expenses table presented above assumes the expense will be 0.25% since this is the amount expected to be charged for the fiscal year ended June 30, 2010.

c	Acquired Fund Fees and Expenses are indirect fees that a fund incurs from investing in the shares of other investment companies, including money market funds and other mutual funds, closed-end funds, or business development companies (“Acquired Funds”). The indirect fee represents a pro rata portion of the cumulative expenses of the Acquired Funds. Please note that the disclosure of these indirect expenses of the underlying funds means that the Total Annual Operating Expenses in the table above do not correlate to the ratios of Expenses to Average New Assets found within the “Financial Highlights” section of this Prospectus. Without Acquired Fund Fees and Expenses, the

	Total Annual Fund Operating Expenses were 1.50% for Retail Class shares, 2.25% for Class C shares, 1.25% for Class I shares, 2.00% for Class R1 shares and 1.75% for Class R2 shares for the current fiscal year.

d	The Adviser has contractually agreed to limit the Net Annual Fund Operating Expenses (excluding taxes and Acquired Fund Fees and Expenses) to not more than 1.00% for Retail Class shares, 1.75% for Class C shares, 0.75% for Class I shares, 1.50% for Class R1 shares and 1.25% for Class R2 shares, through October 31, 2010. The Adviser may, with approval of the Trust’s Board of Trustees, recapture any expenses or fees it has reduced or reimbursed within a three-year period from the date of reimbursement, provided that recapture does not cause the Fund to exceed existing expense limitations. The effective management fee for each class after each class’s expense reduction/reimbursement is 0.75%, and the differences in net annual fund operating expenses between individual classes relate only to distribution and shareholder servicing plans as described in the “Distribution and Service Plans (12b-1)” and “Shareholder Servicing Plan” sections in this Prospectus.

PERFORMANCE INFORMATION

Cullen International High Dividend Fund

The following performance information indicates some of the risks of investing in the shares of the International High Dividend Fund by showing the variability of the Retail Class’s return (the class with the longest period of annual returns). The bar chart shows the total returns of the Fund by showing the changes in the Fund’s performance from year to year (on a calendar year basis). The table shows the Fund's average annual total return over time compared with a broad-based market index. Both the bar chart and table assume that all dividends and distributions are reinvested in the Fund. Remember, the Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

The Fund’s Retail Class shares 2009 calendar year-to-date return as of September 30, 2009 was 22.22%.

During the period shown in the bar chart, the Fund’s highest quarterly return was 11.98% for the quarter ended December 31, 2006 and the lowest quarterly return was - 24.45% for the quarter ended December 31, 2008.

Average Annual Total Returns for the Periods ended December 31, 2008

	1 Year	Since Inception⁽¹⁾
Cullen International High Dividend Fund, Retail Class
Return Before Taxes	-44.94%	-4.86%
Return After Taxes on Distributions⁽²⁾	-45.54%	-6.06%
Return After Taxes on Distributions
and Sale of Fund Shares⁽²⁾	-29.04%	-4.41%
Cullen International High Dividend Fund, Class I
Return Before Taxes	-44.79%	-4.55%
MSCI EAFE Index ⁽³⁾	-43.06%	-6.56%

⁽¹⁾	The Fund commenced operations on December 15, 2005. The returns for the index have been calculated since the inception date of each class.

⁽²⁾	After-tax returns are shown for Retail Class shares only. After-tax returns for Class I shares will differ. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. Furthermore, the after-tax returns shown are not relevant to those who hold their shares through tax-deferred arrangements such as 401(k) plans or IRAs.

⁽³⁾	The Morgan Stanley Capital International EAFE Index measures the overall performance of stock markets in 21 countries within Europe, Australasia and the Far East. The figures above reflect all dividends reinvested but do not reflect any deductions for fees, expenses, or taxes. A direct investment in an index is not possible.

WHAT ARE THE INTERNATIONAL HIGH DIVIDEND 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)	Retail Class	Class C	Class I	Class R1	Class R2
	Retail Class

Maximum sales charge (load) imposed
on purchases	None	None	None	None	None
(as a percentage of offering price)
Maximum deferred sales charge (load)
(as a percentage of purchase or sale	None	None	None	None	None
price, whichever is less)
Maximum sales charge (load) imposed	None	None	None	None	None
on reinvested dividends
Redemption Fee (as a percentage of	2.00%	2.00%	2.00%	2.00%	2.00%
amount redeemed) ^a
Exchange Fee	None	None	None	None	None


ANNUAL FUND OPERATING EXPENSES	Retail Class	Class C	Class I	Class R1	Class R2
ANNUAL FUND OPERATING EXPENSES	Retail Class
(expenses that are deducted from Fund assets)
Management Fee	1.00%	1.00%	1.00%	1.00%	1.00%
Distribution (12b-1) and Service Fees	0.25%	1.00%	0.00%	0.50%	0.25%
Other Expenses ^b	0.74%	0.74%	0.74%	0.99%	0.99%
Acquired Fund Fees and Expenses^c	0.03%	0.03%	0.03%	0.03%	0.03%
Total Annual Fund Operating Expenses	2.02%	2.77%	1.77%	2.52%	2.27%
Less Expense	-0.74%	-0.74%	-0.74%	-0.74%	-0.74%
Reduction/Reimbursement^d
Net Annual Fund Operating Expenses	1.28%	2.03%	1.03%	1.78%	1.53%

This example is intended to help you compare the cost of investing in the International High Dividend Fund with the cost of investing in other mutual funds. The example shows you what you would pay if you invested $10,000 in the Fund over the time periods shown and then redeem all of your shares at the end of those periods. The example assumes that:

you reinvested all dividends and other distributions;
the Fund’s average annual return was 5%; and
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*	5 Years*	10 Years*
Retail Class	$130	$562	$1,019	$2,288
Class C	$206	$789	$1,398	$3,045
Class I	$105	$485	$890	$2,022
Class R1	$181	$714	$1,274	$2,800
Class R2	$156	$639	$1,148	$2,547

*	The Expense Example amounts reflect the current expense waiver and reimbursement agreement in place through October 31, 2010. Thus, the 3 years, 5 years and 10 years examples reflect the expense waiver and reimbursement only for the first year.

a	You will be charged a 2% redemption fee if you redeem or exchange shares of the Fund within seven (7) days of purchase. The redemption fee is payable to the Fund and is intended to benefit the remaining shareholders by reducing the cost of short term trading. The Fund’s Transfer Agent charges a $15 wire redemption fee to shareholders who elect to redeem by wire transfer.

b	Other expenses, which include custodian, transfer agency, shareholder servicing plan fees and other customary Fund expenses, are based on actual amounts from the Fund’s statement of operations for the current fiscal year. As described in the “Distribution and Shareholder Servicing Plan” section of this Prospectus, the Shareholder Servicing Plan expense is up to 0.25% for both the Class R1 and Class R2 shares, and the Annual Fund Operating Expenses table presented above assumes the expense will be 0.25% since this is the amount expected to be charged for fiscal year ending June 30, 2010.

c	Acquired Fund Fees and Expenses are indirect fees that a fund incurs from investing in the shares of other investment companies, including money market funds and other mutual funds, closed-end funds, or business development companies (“Acquired Funds”). The indirect fee represents a pro rata portion of the cumulative expenses of the Acquired Funds. Please note that the disclosure of these


	indirect expenses of the underlying funds means that the Total Annual Operating Expenses in the table above do not correlate to the ratios of Expenses to Average New Assets found within the “Financial Highlights” section of this Prospectus. Without Acquired Fund Fees and Expenses, the Total Annual Fund Operating Expenses were 1.99% for Retail Class shares, 2.74% for Class C shares, 1.74% for Class I shares, 2.49% for Class R1 shares and 2.24% for Class R2 shares for the current fiscal year.

d	The Adviser has contractually agreed to limit the Net Annual Fund Operating Expenses (excluding taxes and Acquired Fund Fees and Expenses) to not more than 1.25% for Retail Class shares, 1.75% for Class C shares, 1.00% for Class I shares, 1.75% for Class R1 shares and 1.50% for Class R2 shares, through October 31, 2010. The Adviser may, with approval of the Trust’s Board of Trustees, recapture any expenses or fees it has reduced or reimbursed within a three-year period from the date of reimbursement, provided that recapture does not cause the Fund to exceed existing expense limitations. The effective management fee for each class after each class’s expense reduction/reimbursement is 1.00%, and the differences in net annual fund operating expenses between individual classes relate only to distribution and shareholder servicing plans as described in the “Distribution and Service Plans (12b-1)” and “Shareholder Servicing Plan” sections in this Prospectus.

PORTFOLIO HOLDINGS INFORMATION

A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ Statement of Additional Information (SAI). Currently, disclosure of the Funds’ holdings is required to be made quarterly within 60 days of the end of each fiscal quarter in Annual and Semi-Annual Reports to shareholders and in the quarterly holdings report on Form N-Q. A complete list of the Funds’ portfolio holdings as of each calendar quarter-end is available on the Funds’ website at http://www.cullenfunds.com within five (5) business days after the calendar quarter-end. The calendar quarter-end portfolio holdings for the Funds will remain posted on the website until updated with required regulatory filings with the SEC. Portfolio holdings information posted on the Funds’ website may be separately provided to any person commencing the day after it is first published on the website. Annual and Semi-Annual Reports are available by contacting the Cullen Funds via mail at:

Cullen Funds
P.O. Box 13584
Denver, CO 80201

You can also obtain Annual and Semi-Annual Reports on the SEC’s website at www.sec.gov and on the Fund’s website at www.cullenfunds.com.

WHO MANAGES THE FUNDS?

Investment Adviser

The Funds’ investment adviser is Cullen Capital Management LLC, located at 645 Fifth Avenue, New York, New York, 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 Funds in accordance with each 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, based on the average daily net assets of each Fund. As of September 30, 2009, the Adviser had $6.0 billion in assets under management.

Pursuant to separate investment advisory agreements between each Fund and the Adviser, the Adviser is paid at an annual rate of 1.00% of each Fund’s average daily net assets. However, the Adviser has contractually agreed with each Fund to reduce such Fund’s fees and absorb expenses

to the extent that total annual operating expenses (excluding taxes and acquired fund fees and expenses) do not exceed the following percentages for each Fund’s respective share class:


	Net Annual Fund Operating Expenses
Fund Name	Retail Class	Class C	Class I	Class R1	Class R2
Cullen High Dividend Equity Fund	1.00%	1.75%	0.75%	1.50%	1.25%
Cullen International High Dividend Fund	1.25%	2.00%	1.00%	1.75%	1.50%

A discussion regarding the basis for the Trust’s Board of Trustees’ approval of the Adviser’s investment advisory agreement is available in each Fund’s Annual Report to Shareholders for the fiscal year ended June 30, 2009.

Portfolio Managers

The following individuals are jointly responsible for the day-to-day management of the Funds.

Cullen High Dividend Equity Fund

James P. Cullen, the Adviser’s President and Controlling Member, lead portfolio manager of the Fund since the Fund’s inception on August 1, 2003. Mr. Cullen has been in the investment management business for more than 30 years. He 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.

John C. Gould has served as a portfolio manager for the Fund since October 2007. Mr. Gould has been the Executive Vice President and Portfolio Manager of the Adviser since May 2000, and has served as a Portfolio Manager of Schafer Cullen Capital Management, Inc. since 1989.

Cullen International High Dividend Fund

James P. Cullen, the Adviser’s President and Controlling Member, lead portfolio manager of the Fund since the Fund’s inception on December 15, 2005. Mr. Cullen has been in the investment management business for more than 30 years. He 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.

Rahul D. Sharma has served as a portfolio manager for the Fund since October 2007. Mr. Sharma has been the Secretary of the Adviser since May 2000.

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds.

Custodian, Transfer Agent, Dividend Disbursing Agent, Fund Administrator and Fund Accountant

The Bank of New York Mellon serves as custodian for the Funds’ cash and securities and also provides administrative and accounting services to the Funds. ALPS Fund Services, Inc. provides transfer agent and dividend disbursing services to the Funds.

Distributor

ALPS Distributors, Inc. is the underwriter for the Funds and, as such, is the agent for the distribution of shares of the Funds.

Distribution and Service Plans (12b-1)

The Funds have adopted separate Distribution Plans under Rule 12b-1 under the Investment Company Act of 1940, as amended (“Distribution Plans”) under which the Funds pay distribution and service fees. Expenses covered by the Distribution Plans include those that promote the sale of each Fund’s shares such as compensation to underwriters, dealers and sales personnel; printing and disseminating prospectuses and reports for prospective shareholders; preparing and distributing advertising material and sales literature; shareholder account servicing; and capital or other expenses of associated equipment, rent, salaries, bonuses, interest and other overhead. Because the fees are paid out of the assets attributable to the Retail Class, Class C, Class R1 and Class R2 shares, respectively, on an on-going basis, the fees paid under the Distribution Plans will increase the cost of your investment in these share classes and could cost you more than paying other types of sales charges.

Under the Distribution Plans, each Fund pays the following percentages of average daily net assets for distribution and service fees for the sale and distribution of each respective share class and for services provided to shareholders:


Fund Name	Retail Class	Class C	Class I	Class R1	Class R2
Cullen High Dividend Equity Fund	0.25%	1.00%*	0.00%	0.50%	0.25%
Cullen International High Dividend Fund	0.25%	1.00%*	0.00%	0.50%	0.25%

*	Class C shares pay up to 1.00% of average daily net assets, of which 0.75% may be paid for distribution fees and 0.25% may be paid for certain shareholder services provided to shareholders.

Shareholder Servicing Plans

The Trust has also adopted separate Shareholder Servicing Plans for Class R1 and Class R2 shares. Under the Shareholder Servicing Plans, the Funds may pay a service fee of up to 0.25% of average daily net assets attributable to Class R1 and Class R2 shares held by benefit plans or plan participants. The fees paid under the Shareholder Servicing Plans are used to pay securities dealers, plan administrators or other service organizations who agree to provide certain services, such as acting as shareholder of record, processing purchase and redemption orders, maintaining participant account records and answering participant questions regarding the Funds, to plans or plan participants holding shares of the Funds. Because the fees are paid out of the assets attributable to the Class R1 and Class R2 shares, respectively, on an on-going basis, the fees paid under the Shareholder Servicing Plan will increase the cost of your investment in Class R1 and Class R2 shares.

Additional Payments to Financial Intermediaries

You may indirectly compensate the financial intermediary through which you buy shares of the Funds, as a result of the Funds paying Rule 12b-1 fees. In addition, the Funds also may pay intermediaries for administrative services and transaction processing. As a result, these payments may provide your financial intermediary with an incentive to favor the Funds over other mutual funds or assist the distributor in its efforts to promote the sale of the Funds’ shares. Financial intermediaries include broker-dealers, banks (including bank trust departments), registered investment advisers, financial planners, retirement plan administrators and other types of intermediaries.

The Adviser makes additional payments to financial intermediaries out of its own assets. These payments are not an expense of the Funds. The Adviser may base these payments on a variety of criteria, including the amount of sales or assets of each Fund attributable to the financial intermediary or as a per transaction fee.

Not all financial intermediaries receive additional compensation and the amount of compensation paid varies for each financial intermediary. In certain cases, these payments may be significant. The Adviser determines which firms to support and the extent of the payments it is willing to make, generally choosing firms that have a strong capability to effectively distribute shares of the Funds and that are willing to cooperate with the Adviser’s promotional efforts. The Adviser also may compensate financial intermediaries (in addition to amounts that may be paid by either Fund) for providing certain administrative services and transaction processing services.

The Adviser may benefit from its payments if the intermediary features the Funds in its sales system (such as by placing the Funds on its preferred fund list or giving access on a preferential basis to members of the financial intermediary’s sales force or management). In addition, the financial intermediary may agree to participate in the distributor’s marketing efforts (such as by helping to facilitate or provide financial assistance for conferences, seminars or other programs at which the Adviser’s personnel may make presentations on the Funds to the intermediary’s sales force). To the extent intermediaries sell more shares of the Funds or retain shares of the Funds in their clients’ accounts, the Adviser receives greater management and other fees due to the payments to the intermediary if the amount of the payment exceeds the intermediary’s costs.

Your intermediary may charge you additional fees or commissions other than those disclosed in this prospectus. Intermediaries may categorize and disclose these arrangements differently than the discussion above. You can ask your financial intermediary about any payments it receives from the Adviser or the Funds, as well as about fees and/or commissions it charges.

The Adviser and its affiliates may have other relationships with your financial intermediary relating to the provision of services to the Funds, such as providing omnibus account services or effecting portfolio transactions for the Funds. If your intermediary provides these services, the Adviser or the Funds may compensate the intermediary for these services. In addition, your intermediary may have other relationships with the Adviser that are not related to the Funds.

Description of Classes

The Trust has adopted a multiple class plan that allows each Fund to offer one or more classes of shares of a Fund. Each Fund currently offers five classes of shares – Retail Class, Class C, Class I, Class R1, and Class R2. This Prospectus offers all shares, and all shares are sold with no sales load.

Your investment professional can help you determine which above share class is appropriate. Please note that your investment firm may receive different compensation depending upon which class is chosen.

ADDITIONAL INFORMATION ON INVESTMENT POLICIES AND RISKS

Policies and Risk Factors Common to All Funds

The Funds invest in securities that the Adviser believes offer the probability of an increase in value. For the most part, the Funds 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 equity securities in the S&P 500 Stock Index, in the case of the High Dividend Fund, and the MSCI EAFE Stock Index, in the case of the International High Dividend Fund) in relation to investment value (as measured by prospective earnings and dividend growth rates as compared with market averages of such earnings and rates).

The Adviser then monitors investments for price movement and earnings developments. Once a security is purchased, the Adviser will generally hold it in a Fund’s portfolio until it no longer meets such 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. Such considerations can include downward price movement, the probability of a decrease in a security’s value and negative earnings developments.

The Funds do not concentrate their investments in any particular industry or group of industries, but diversify their holdings among as many different companies and industries as seems appropriate in light of conditions prevailing at any given time.

The Funds intend to be fully invested, which generally means that the Funds will be at least 80% invested in stocks at all times except to the extent that:

unusually large share purchases necessitate the holding of cash equivalents while additional equities are identified and purchased; or
anticipated share redemptions indicate that the Funds 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 purchase common stock, all which 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.

The Funds may temporarily depart from its principal investment strategies by making short-term investments in cash and cash equivalents, such as certificates of deposit, bankers’ acceptances, time deposits, commercial paper, short-term notes, or money market instruments, when a Fund experiences periods of heavy cash inflows from shareholders purchasing such Fund’s shares. This may result in a Fund not achieving its investment objective and such Fund’s performance may be negatively affected as a result. To the extent that a Fund uses a money market fund for its cash position, there will be some duplication of expenses because the Fund would bear its pro rata portion of such money market fund’s advisory fees and operational expenses.

There are market risks inherent in any investment, and there is no assurance that the respective primary investment objectives of each Fund will be realized or that any income will be earned. Moreover, the application of a 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 either Fund will be achieved or that there may not be substantial losses in any particular investment.

At any time the value of either Fund’s shares may be more or less than your cost of shares.

Policies and Risk Factors Specific to the High Dividend Fund

In addition to the policies and strategies discussed above that relate to both Funds, the High Dividend Fund may write covered call options when the Adviser believes it will be beneficial for hedging purposes and/or in order to generate additional income. Writing a covered call involves the High Dividend Fund selling a call option for an equity security that is currently held in its portfolio. Generally, the Adviser does not expect investments in covered call options to exceed 30% of the High Dividend Fund’s net assets; however, is not restricted in its ability to invest up to 100% of its assets in covered call options.

The purchaser of a call option has the right to buy, and the writer (in this case the High Dividend Fund) of a call option has the obligation to sell, an underlying security at a specified exercise price during a specified option period. The advantage of writing covered calls is that the High Dividend Fund receives a premium for writing the call, which is additional income. However, if the security rises in value and the call is exercised, the High Dividend Fund may not participate fully in the market appreciation of the security.

The High Dividend 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 High Dividend 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:

future political and economic developments,
the imposition of foreign withholding taxes on dividend and interest income payable on the securities,
the possible establishment of exchange controls,
the possible seizure or nationalization of foreign investments, and
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 High Dividend 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.

Policies and Risk Factors Specific to the International High Dividend Fund

The International High Dividend Fund invests primarily in the securities of foreign issuers or in depository receipts, although the Fund has the ability to invest up to 20% of its assets in securities of U.S. issuers 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, respectively, U.S. domestic or foreign issuers.

The International High Dividend Fund intends to diversify its investments across different countries, but the percentage of Fund assets invested in particular countries or regions will change from time to time based on the Adviser’s judgment. The International High Dividend Fund intends to invest in the securities of companies located in developed countries and, to a lesser extent, those located in emerging markets.

Generally, the International High Dividend Fund will not purchase securities which, at the time of purchase, it believes will be subject to exchange controls; however, there can be no assurance that exchange control laws may not become applicable to certain of the International High Dividend 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.

YOUR ACCOUNT

ELIGIBLE CLASS I INVESTORS

Class I shares are available only to certain accounts for which qualifying institutions act in a fiduciary, agency or custodial capacity and only with a minimum initial investment of $1,000,000. A registered investment advisor may aggregate all client accounts investing in either Fund to meet the Class I shares investment minimum.

ELIGIBLE CLASS R1 AND R2 INVESTORS

Both the Class R1 and R2 shares will be available to certain tax-deferred retirement plans (including 401(k) plans, employer-sponsored 403(b) plans, 457 plans, profit sharing and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans) held in plan level or omnibus accounts. Class R1 and R2 shares also are available to IRAs consisting of rollovers from eligible retirement plans that offered either of the Funds’ Class R1 or R2 share Funds as investment options. Class R1 and R2 shares are not available to non-retirement accounts, traditional or Roth IRAs, Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, individual 403(b)s and most individual retirement accounts or retirement plans that are not subject to the Employee Retirement Income Security Act of 1974 (“ERISA”).

Eligible Class R1 and Class R2 share investors are also eligible to purchase other classes of shares of the Funds offered in this prospectus. However, plan participants may only allocate their plan holdings to classes of shares that are available through their plan. Each class has different sales charges and expenses.

Your investment professional can help you determine which class is appropriate, and be aware that your investment firm may receive different compensation depending upon which class is

chosen. Plan fiduciaries should consider their obligations under ERISA in determining which class is an appropriate investment for the plan.

SHARE PRICE

The price of a share of a fund is called the 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 a 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 in shares.

Each 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 in good order by the Funds’ Transfer Agent.

Foreign Securities

Either Fund’s portfolio securities may be listed on foreign exchanges that may trade on days when NAV is not calculated. As a result, either 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 Funds calculate NAV. Furthermore, foreign securities traded on foreign exchanges present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of trading of the foreign exchange but prior to the close of the NYSE. 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 a Fund calculates NAV generally will not be reflected in the Fund’s NAV. However, these events will be reflected in each respective 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 such Fund’s NAV.

Frequent Purchases and Redemptions

The Funds are intended for long-term investors. The Board of Trustees has adopted policies and procedures to restrict market timing. “Market timing” refers to a pattern of frequent purchases and sales of a fund’s shares, often with the intent of earning arbitrage profits, in excess of prescribed prospectus limits. Market timing can harm other shareholders in various ways, including diluting the value of shareholders’ holdings, increasing a fund’s transaction costs, disrupting portfolio management strategy, causing a fund to incur unwanted taxable gains and causing a fund to hold excess levels of cash. Short-term “market-timers” who engage in frequent purchases and redemptions can disrupt a fund’s investment program and create additional transaction costs that are borne by all shareholders. The Funds reserve the right to reject purchase orders in whole or in part when, in the judgment of the Adviser or ALPS Distributors, Inc., the distributor of the Funds, such rejection is in the best interest of either Fund.

The Funds do not knowingly accommodate “market-timers” and discourage excessive, short-term trading and other abusive trading practices that may disrupt portfolio management strategies and harm a Fund’s performance. Therefore, the Funds take steps to reduce the frequency and effect of these activities by assessing redemption fees as described below, monitoring trading activity, and using fair value pricing, as determined by the Trust’s Board of Trustees, when the Adviser determines current market prices are not readily available. Although these efforts are designed to discourage abusive trading practices, these tools cannot eliminate the possibility that such activity will occur. Further, while the Funds make efforts to identify and restrict frequent trading, each

Fund receives purchase and sale orders through financial intermediaries and cannot always know or detect frequent trading that may be facilitated by the use of intermediaries or the use of group or omnibus accounts by those intermediaries. The Funds exercise their best judgment to use these tools in a manner they believe consistent with shareholder interests.

Trading Practices

The Funds reserve the right, in their sole discretion, to identify trading practices as abusive, and may deem the sale of all or a substantial portion of a shareholder’s shares to be abusive. Each Fund will determine abusive trading practices on a case-by-case basis.

The Funds monitor selected trades in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, either Fund believes that a shareholder has engaged in excessive short-term trading, it may ask the shareholder to stop such activities or may refuse to process purchases or exchanges in that shareholder's accounts. In making such judgments, a Fund seeks to act in a manner that it believes is consistent with the best interests of shareholders. The Funds may consider trading done in multiple accounts under common ownership or control. Each Fund endeavors to apply these market timing procedures uniformly to all shareholders.

Redemption Fees

The Funds charge a 2% redemption fee on the redemption or exchange of shares held for less than seven (7) days. This fee is imposed in order to help offset the transaction costs and administrative expenses associated with the activities of short-term “market-timers” who engage in the frequent purchase and sale of shares. The “first in, first out” (FIFO) method is used to determine the holding period; this means that if you bought shares on different days, the shares purchased first will be considered redeemed first for the purpose of determining whether the redemption fee applies. The redemption fee is deducted from your proceeds and is retained by the respective Fund for the benefit of its long-term shareholders.

The redemption fee will not be charged on transactions involving the following:

	1.	redemption of shares purchased through reinvested dividends or distributions;

	2.	redemptions made under scheduled or systematic plans, including automatic asset rebalancing;

	3.	redemptions made by participants in employer-sponsored retirement plans that are held at the Funds in an omnibus account (such as 401(k), 403(b), 457, Keogh, Profit Sharing Plans and Money Purchase Pension Plans), including qualified withdrawals and required minimum distributions; except where the Funds have received an indication that the plan administrator is able to assess the redemption fee to the appropriate accounts;

	4.	redemptions resulting from the death or disability of a retirement plan participant;

	5.	redemption of shares through court mandate; and

	6.	involuntary redemptions directed by either Fund, including redemptions for low balances or to pay certain fees.

Each Fund reserves the right to waive the redemption fee at its discretion where it believes such waiver is in the best interests of the Fund, including but not limited to when it determines that imposition of the redemption fee is not necessary to protect the Fund from the effects of short-term trading. In addition, each Fund reserves the right to modify or eliminate the redemption fee or waivers at any time. If there is a material change to either Fund’s redemption fee, such Fund will notify shareholders.

Fair Value Pricing

The trading hours for most foreign securities end prior to the close of the NYSE, the time NAV is calculated. The occurrence of certain events after the close of foreign markets, but prior to the close of the U.S. market (such as a significant surge or decline in the U.S. market) often will result in an adjustment to the trading prices of foreign securities when foreign markets open on the following business day. If such events occur, the Funds may value foreign securities at fair value, taking into account such events, when they calculate NAV. Fair value determinations are made in good faith in accordance with procedures adopted by the Trust’s Board of Trustees.

The Trust’s Board of Trustees has also developed procedures that call for utilization and monitoring of fair value procedures with respect to any assets for which reliable market quotations are not readily available or for which the Funds’ pricing service does not provide a valuation or provides a valuation that in the judgment of the Adviser does not represent fair value. A Fund may also price a security utilizing fair value if the Fund or the Adviser believes that the market price is stale. Other instances where fair value pricing might be required include, but are not limited to: (a) a 10% or greater change in the price of an equity or fixed-income security; (b) a change in the price of an equity or fixed-income security which changes the net asset value per share of a Fund by $0.0089 or more; (c) a security being attributed a price which appears to the Adviser to be unreasonable; (d) a security not being priced, or (e) the occurrence of a significant event or circumstance that might necessitate fair value pricing—such as the occurrence of an event after a foreign exchange or market has closed, but before the Funds’ NAV calculations, affecting a security or securities in a Fund. Valuing securities at fair value involves greater reliance on judgment than valuing securities that have readily available market quotations. There can be no assurance that the Funds could obtain the fair value assigned to a security if they were to sell the security at approximately the time at which NAV is calculated.

If a shareholder purchases or redeems shares in a Fund when it holds securities priced at fair value, this may have the unintended effect of increasing or decreasing the number of shares received in the purchase or the value of the proceeds received upon redemption.

BUYING SHARES

Minimum Investments

The following table indicates the minimum investment for each Fund’s respective share classes:

Share Class:	Initial	Additional
Retail Class-Regular Accounts	$1,000	$100
Retail Class-IRAs and UGMA/UTMA Accounts, Simple IRA, SEP-IRA, 403(b)(7), Keogh, Pension Plan and Profit Sharing Plan Accounts	$250	$50
Class C-Regular Accounts	$1,000	$100
Class C-IRAs and UGMA/UTMA Accounts, Simple IRA, SEP-IRA, 403(b)(7), Keogh, Pension Plan and Profit Sharing Plan Accounts	$250	$50
Class I	$1,000,000	$100
Class R1	none	none
Class R2	none	none

Please note the following when opening accounts:

Class I shares are available only to certain accounts for which qualifying institutions act in a fiduciary, agency or custodial capacity and only with a minimum initial investment of $1,000,000.
A registered investment advisor may aggregate all client accounts investing in Class I shares of a Fund to meet the investment minimum.
If you use an Automatic Investment Plan (“AIP”) for a regular account for the Retail Class or Class C shares, the initial minimum investment minimum to open an account is $50 and the additional investment minimum is $50.
If you use an Automatic Investment Plan for a custodial or retirement plan account for the Retail Class or Class C shares, the initial investment minimum to open an account as well as the monthly additional investment amount is $25.
You will be charged a $15 annual account maintenance fee for each IRA (or other retirement account) up to a maximum of $30 per social security number, and a $25 fee for transferring assets to another custodian or for closing such an account.

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 Transfer Agent. All requests received in good order before 4:00 p.m. (Eastern time) on any business day will be executed on that same day. Requests received after 4:00 p.m. on a business day will be processed on the next business day. Plan administrators are responsible for transmitting orders in a timely manner.

When making a purchase request, make sure your request is in good order. “Good order” means your purchase request includes:
	The name of the Cullen Fund
	The dollar amount of shares to be purchased
	Completed purchase application or investment stub
	Check payable to [Cullen Fund Name]

Shares of the Funds may be purchased only on days the NYSE is open for trading. Wired funds must be received prior to 4:00 p.m. Eastern time to be eligible for same day pricing. The Funds are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system or from incomplete wiring instructions.

Methods of Buying


*Through a broker/dealer organization*	Plans and their participants can purchase shares of the Funds through any broker/dealer organization that has a sales agreement with the Funds’ distributor. The broker-dealer organization is responsible for sending purchase orders to the Funds. 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 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 High Dividend Equity Fund” or “Cullen International High Dividend Fund,” as applicable. The Funds will not accept payment in cash or money orders. All purchases must be in U.S. dollars, drawn on a domestic financial institution. The Funds also do not accept cashier’s checks in amounts of less than $10,000. To prevent check fraud, the Funds


	will not accept third party checks, Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares. The Funds are unable to accept post dated checks, post dated on-line bill pay checks, or any conditional order of payment. If your check is returned for any reason, a $25 fee will be assessed against your account. In compliance with the USA PATRIOT Act of 2001, please note that the Transfer Agent will verify certain information from investors as part of the Funds’ anti-money laundering program. As requested on your account application, you should supply your full name, date of birth, social security number and permanent street address. Mailing addresses containing only a P.O. Box will not be accepted without providing a permanent street address on your application. *Regular Mail* Cullen Funds P.O. Box 13584 Denver, CO 80201 *Overnight Delivery* Cullen Funds 1290 Broadway Suite 1100 Denver, CO 80203 NOTE: The Funds do not consider the U.S. Postal Service or other independent delivery services to be their 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 Funds’ 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 Funds toll free at 1-877-485-8586 to move money, in amounts of $50 or more, from your bank account to your Fund’s 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*	Initial Investment—By Wire If you are making an initial investment in a Fund, before you wire funds please contact the Transfer Agent by phone to make arrangements with a telephone service representative or submit your completed application via mail or overnight delivery. Upon receipt of your application, your account will be established and a service representative will contact you within 24 hours to provide an account number and wiring instructions. You may then contact your bank to initiate the wire using the instructions you were given. For Subsequent Investments—By Wire Before sending your wire, please contact the Transfer Agent to advise of your intent to wire funds. This will ensure prompt and accurate credit upon receipt of your wire.


	To open an account or to make additional investments by wire, call 1-877-485-8586 to notify the Transfer Agent of the incoming wire using the wiring instructions below: State Street Bank & Trust Co. 225 Franklin Street Boston, MA 02171 ABA # 011000028 DDA# 00515114 Account Name: Cullen Funds Further Credit: [Name of Cullen Fund] (your name or the title on the account) (your account #)

*Through an automatic investment plan*	Once your account has been opened, you may purchase shares of either Fund through an AIP. You can have money automatically transferred from your checking or savings account on a monthly or quarterly basis. To be eligible for this plan, your bank must be a U.S. institution that is an ACH member. A Fund may modify or terminate the AIP at any time. To begin participating in the Plan, you should complete the AIP section on your account application or call the Funds’ Transfer Agent at 1-877-485-8586. The first AIP purchase will take place no earlier than 15 days after the Funds’ Transfer Agent has received your request. If your payment is rejected by your bank, the Transfer Agent will charge a $25 fee to your account. Any request to change or terminate an Automatic Investment Plan should be submitted to the Transfer Agent five (5) days prior to effective date.

Shares of the Funds have not been registered for sale outside of the United States and the Funds generally do not sell shares to investors residing outside of the United States, even if they are United States citizens or lawful permanent residents, except investors with United States military APO or FPO addresses.

SELLING SHARES

Methods of Selling


*Through a broker/dealer organization*	If you purchased your shares through a broker/dealer or other financial organization, your redemption order must be placed through the same organization as it is responsible for sending redemption orders to the Funds. 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 name of the specific Fund, 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* Cullen Funds P.O. Box 13584 Denver, CO 80201 *Overnight Delivery* Cullen Funds 1290 Broadway Suite 1100 Denver, CO 80203

*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 $100,000 by calling toll-free 1-877-485-8586. Proceeds of a telephone redemption may be sent by check to your address of record, proceeds may be wired to your bank account designated on your account, or funds may be sent via electronic funds transfer through the ACH network to a predetermined bank account. If proceeds are wired, your bank may charge a fee to receive wired funds and the Transfer Agent charges a $15 outgoing wire fee. Although there is no charge for proceeds to be sent through the ACH network, most transfers are completed within two business days. A signature guarantee may be 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.

*Through a systematic withdrawal plan*	If you own shares with a value of $10,000 or more, you may participate in the systematic withdrawal plan. Under the plan, you may choose to receive a specified dollar amount, generated from the redemption of shares in your account, on a monthly, quarterly or annual basis. If you elect this method of redemption, the Fund will send a check to your address of record, or will send the payment via electronic funds transfer through the ACH network, directly to your bank account. For payment through the ACH network, your bank must be an ACH member and your bank account information must be maintained on your Fund’s account. This program may be terminated at any time by either Fund. You may also elect to terminate your participation in this plan at any time by


	contacting the Transfer Agent at least five (5) days in advance of the next withdrawal. If you expect to purchase additional shares of a 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.

Shareholders who have an IRA or other retirement plan must indicate on their redemption request whether or not to withhold federal income tax. Such redemption requests not indicating an election not to have tax withheld will generally be subject to 10% withholding. IRA accounts may not be redeemed by telephone.

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.

A signature guarantee of each owner is required to redeem shares in the following situations:

If ownership is changed on your account.
When redemption proceeds are sent to any person, address or bank account not on record;
Written requests to wire redemption proceeds (if not previously authorized on the account);
When establishing or modifying certain service on an account;
If a change of address was received by the Transfer Agent within the last 15 days.
For all redemptions in excess of $100,000 from any shareholder account.

Signature guarantees will generally be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations, as well as from participants in the NYSE Medallion Signature Program and the Securities Transfer Agents Medallion Program (“STAMP”). A notary public is not an acceptable signature guarantor.

The Funds’ 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 Funds’ Transfer Agent receives your redemption request in good order. Your redemption request cannot be processed on days the NYSE is closed.

All requests received in good order by the Funds’ 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, mailed to the address of record or sent to a predetermined bank account via the ACH network on the following business day. Except in extreme circumstances, proceeds will be sent within seven (7) calendar days after a Fund receives your redemption request.

When making a redemption request, make sure your request is in good order. “Good order” means your redemption request includes:
	the name of the Cullen Fund
	the dollar amount or the number of shares to be redeemed
	signatures of all registered shareholders exactly as the shares are registered, with signatures guaranteed, if applicable
	the account number

If you purchase shares using a check and soon after request a redemption, the Fund from which you are requesting a redemption 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).

Although shares normally will be redeemed for cash upon receipt of a request in proper form, the Funds retain the right to redeem some or all of either Fund’s shares in-kind in order to protect the interests of remaining shareholders, by delivery of securities selected from such Fund’s assets at its discretion. In-kind payment means payment will be made in portfolio securities rather than cash. If this occurs, the redeeming shareholder might incur brokerage or other transaction costs to convert the securities to cash. The Funds have elected, however, to be governed by Rule 18f-1 under the Investment Company Act of 1940 so that the Funds are obligated to redeem their shares solely in cash up to the lesser of $250,000 or 1% of net asset value during any 90-day period for any one shareholder of either Fund. The redemption price is the net asset value per share next determined after the initial receipt of proper notice of redemption.

ADDITIONAL POLICIES

Exchanges

The Funds allows you to exchange your Class R1 and R2 shares for shares of Class R1 and R2 shares in another Cullen Fund that is available through your plan. Exchanges are made at net asset value.

Before you request an exchange, consider each Fund’s investment objective and policies as described in the Cullen Fund’s prospectus. Other Cullen Funds may not be available in certain retirement plans.

Telephone Transactions

Once you place a telephone transaction request, it cannot be canceled or modified. The Funds use reasonable procedures to confirm that telephone requests are genuine. The Funds may be responsible if they do not follow these procedures. You are responsible for losses resulting from fraudulent or unauthorized instructions received over the telephone, provided the Funds reasonably believe the instructions were genuine and have employed reasonable procedures to verify the shareholder’s identity. Contact the Funds 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 Funds’ phones may be busy and you may experience a delay in placing a telephone request. Since telephone trades must be received by or prior to market close, please allow sufficient time to place your telephone transaction. If you are unable to contact the Funds’ Transfer Agent by phone, shares may also be purchased or redeemed by delivering the redemption request to the Funds’ Transfer Agent.

eDelivery

eDelivery allows you to receive your quarterly account statements, transaction confirmations and other important information concerning your investment online. Select this option on your account application to receive email notifications when quarterly statements and confirmations are available for you to view via secure online access. You will also receive emails whenever a new prospectus, semi-annual or annual fund report is available. To establish eDelivery, call the Funds’ Transfer Agent toll free at 1-877-485-8586 or visit www.cullenfunds.com.

Investing Through a Third Party

If you invest through a third party (rather than with the Funds directly), 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. These fees and conditions are in addition to those imposed by the Funds. In addition, the options and services available specifically to a retirement plan may be different from those discussed in the Cullen Fund’s prospectus. Consult a representative of your plan or financial institution if you are not sure.

Information for Retirement Plan Participants

Participants in retirement plans generally must contact the plan’s administrator to purchase, redeem or exchange shares. Shareowner services, such as opening an account, may only be available to plan participants through a plan administrator. Plans may require separate applications and their policies and procedures may be different than those described in this prospectus. Participants should contact their plan administrator for information regarding shareholder services pertaining to participants’ investments. A retirement plan sponsor can obtain retirement plan applications from its investment firm or plan administrator.

Information for IRA Rollover Accounts

IRA Rollover Accounts may be eligible to open an account and purchase Class R1 and R2 shares by contacting any investment firm authorized to sell the Funds’ shares. You can obtain an application from your investment firm. You may also open your account by completing an account application and sending it to the Transfer Agent by mail.

The Funds require that you maintain a minimum account value of $500. If you hold less than $500 in your account, the Funds reserve the right to notify you that it intends to sell your shares and close your account. You will be given 60 days from the date of the notice to make additional investments to avoid having your shares sold.

Anti-Money Laundering Program

The Trust has established an Anti-Money Laundering Compliance Program (the “Program”) as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”). To ensure compliance with this law, the Trust’s Program provides for the development of practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training program and an independent audit function to determine the effectiveness of the Program. Procedures to implement the Program include, but are not limited to, determining that the Trust’s Distributor and transfer agent have established proper anti-money laundering procedures, reporting suspicious and/or fraudulent activity and a complete and thorough review of all new opening account applications. The Trust will not transact business with any person or entity whose identity cannot be adequately verified under the provisions of the USA PATRIOT Act.

Each Fund may be required to “freeze” the account of a shareholder if the shareholder appears to be involved in suspicious activity or if certain account information matches information on government lists of known terrorist or other suspicious persons. Each Fund may also be required to transfer the account or proceeds of the account to a government agency.

DISTRIBUTIONS AND TAXES

The High Dividend Fund will distribute substantially all net investment income no less frequently than monthly and any net capital gain that it has realized will be distributed at least annually and the International High Dividend Fund will distribute substantially all net investment income no less frequently than quarterly and any net capital gain it has realized will be distributed at least annually. Distributions will automatically be reinvested in additional shares of the Funds, 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 six (6) months, the Funds reserve the right to reinvest the check at the then current NAV until you notify the respective Fund with different instructions. You will pay tax on dividends whether you receive them in cash or additional shares.

In general, distributions will be taxable to you as either ordinary income, qualified dividend income taxable at rates also applicable to capital gains, or capital gains. Dividends paid by the Funds from its ordinary income or from an excess of net short-term capital gain over net long-term capital loss (together referred to hereafter as “ordinary income dividends”) are taxable to you as ordinary income. Distributions made from an excess of net long-term capital gain over net short-term capital loss are taxable to you as long-term capital gains, regardless of the length of time you have owned your shares. A portion of the Funds’ ordinary income dividends may be eligible for the dividends received deduction allowed to corporations if certain requirements are met. Certain dividend income, including dividends received from some foreign corporations, and long-term capital gain are eligible for taxation at a reduced rate that applies to non-corporate shareholders. To the extent that the Funds’ distributions are derived from qualifying dividend income and long-term capital gains, such distributions to non-corporate shareholders will be eligible for taxation at a reduced rate. If the Funds distribute realized income and/or gains soon after you purchase shares, the distribution may be treated as a taxable distribution, even though it represents a return of your investment.

You may also have to pay taxes when you sell, redeem or exchange your shares. An exchange from one Fund to another Fund is treated the same as an ordinary sale and purchase for federal income tax return purposes and you may realize a capital gain or loss. Any loss recognized on the sale of a share held for six months or less is treated as long-term capital loss to the extent of any capital gain dividends paid with respect to such share.

Class R1 and Class R2 shareholders should be aware that many retirement plans qualify for exemption from federal income tax. A qualified plan is not subject to current income tax on dividends and distributions received from a Fund in which it invests, or on gains from the disposition of Fund shares. Instead, tax is imposed on beneficiaries who receive distributions from the qualified plan, and the tax consequences depend upon the features of the plan and the circumstances of the distribution.

By law, your dividends and redemption proceeds will be subject to a withholding tax if you are a non-corporate shareholder and have not provided a correct taxpayer identification number or social security number.

Distributions and gains from the sale of your shares may be subject to state and local income tax. The tax consequences to a non-resident alien individual or a foreign entity of investing in the Funds may be different from those described above. Such non-U.S. investors may be subject to U.S. withholding tax and, in the case of individuals, estate tax. You should consult your tax adviser about the federal, state, local or foreign tax consequences of your investment in the Funds.

SHAREHOLDER REPORTS AND CONFIRMATIONS

As a shareholder, you will be provided annual and semi-annual reports showing the Funds’ portfolio investments and financial information. You will also receive confirmations of your

purchases and redemptions. Account statements will be mailed to you on an annual basis.

RESERVED RIGHTS

The Funds reserve the right to:

Refuse, change, discontinue, or temporarily suspend account services, including purchase or telephone redemption privileges, for any reason. (Shareholders will be notified of any such action to the extent material via written notice).
Reject any purchase request for any reason. Generally, a Fund does this if the purchase is disruptive to the efficient management of such Fund (e.g., due to the timing of the investment).
Change the minimum or maximum investment amounts.
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).
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.
Close any account that does not meet minimum investment requirements. The Funds 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 either Fund’s discretion. An account will not be closed when it falls below the minimum investment requirement as a result of market fluctuations.
Reject any purchase or redemption request that does not contain all required documentation.

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the financial performance of the Retail Class, Class C and Class I shares of each Fund for the period of such Fund’s operations. Certain information reflects financial results for a single share. The total returns in the tables represent the rate that the investor would have earned on an investment in each share class (assuming reinvestment of all dividends and distributions). The information has been audited by PricewaterhouseCoopers LLP, the Funds’ independent registered public accounting firm. Their report, along with each Fund’s financial statements, is included in each Fund’s annual report for the fiscal year ended June 30, 2009, which are available without charge upon request. Financial Highlights are not presented for Class R1 and Class R2 shares of the Funds because those classes had not yet commenced operations by the fiscal year ended June 30, 2009, and are not included in the annual reports.

CULLEN HIGH DIVIDEND EQUITY FUND

Retail Class	Year Ended June 30, 2009			Year Ended June 30, 2008			Year Ended June 30, 2007			Year Ended June 30, 2006			Year Ended June 30, 2005
Net Asset Value – Beginning of Period	$	12.96		$	15.95		$	13.55		$	12.43		$	11.45

Income from Investment Operations:
Net investment income		0.38			0.47			0.42			0.33			0.23
Investment restriction violation		–			0.02			–			–			–
Net realized and unrealized gain (loss)
on investments		(3.37	)		(2.39	)		2.46			1.14			0.95
Total from investment operations		(2.99	)		(1.90	)		2.88			1.47			1.18

Less Distributions:
Dividends from net investment income		(0.37	)		(0.47	)		(0.48	)		(0.33	)		(0.17	)
Distribution of net realized gains		–			(0.62	)		–			(0.01	)		(0.03	)
Return of capital		(0.01	)		–			–			(0.01	)		–
Total distributions		(0.38	)		(1.09	)		(0.48	)		(0.35	)		(0.20	)
Net Asset Value – End of Period	$	9.59		$	12.96		$	15.95		$	13.55		$	12.43

Total Return		(23.20	)%		(12.68	)%⁽²⁾		21.50	%		11.90	%		10.27	%
Ratios and Supplemental Data:
Net assets, end of period (thousands)	$	116,267		$	60,062		$	59,976		$	13,981		$	6,463
Ratio of expenses to average net assets:
Before expense reimbursement		1.50	%		1.47	%		1.46	%		1.55	%		3.27	%
After expense reimbursement		1.00	%		1.00	%		1.00	%		1.00	%		1.06	%⁽¹⁾
Ratio of net investment income to
average net assets:
Before expense reimbursement		3.16	%		2.49	%		2.89	%		2.39	%		1.08	%
After expense reimbursement		3.66	%		2.96	%		3.35	%		2.94	%		3.29	%
Portfolio turnover rate		12	%		31	%		31	%		6	%		35	%

(1)	Effective October 7, 2004, the Adviser contractually agreed to lower the net annual operating expense ratio from 1.50% to 1.00%.

(2)	Includes increase from payment made by the Adviser of 0.06% and dividends received of 0.03% related to securities held in violation of investment restrictions. Without these transactions, total return would have been lower (12.77)%.

Class C	Year Ended June 30, 2009			Year Ended June 30, 2008			Year Ended June 30, 2007			Year Ended June 30, 2006			Year Ended June 30, 2005⁺

Net Asset Value – Beginning of Period	$	12.94		$	15.93		$	13.53		$	12.41		$	11.87

Income from Investment Operations:
Net investment income		0.28			0.36			0.37			0.20			0.20
Investment restriction violation		–			0.02			–			–			–
Net realized and unrealized gain (loss) on
investments		(3.34	)		(2.39	)		2.40			1.17			0.49
Total from investment operations		(3.06	)		(2.01	)		2.77			1.37			0.69

Less Distributions:
Dividends from net investment income		(0.30	)		(0.36	)		(0.37	)		(0.23	)		(0.12	)
Distribution of net realized gains		–			(0.62	)		–			(0.01	)		(0.03	)
Return of capital		(0.01	)		–			–			(0.01	)		–
Total distributions		(0.31	)		(0.98	)		(0.37	)		(0.25	)		(0.15	)
Net Asset Value – End of Period	$	9.57		$	12.94		$	15.93		$	13.53		$	12.41

Total Return		(23.74	)%		(13.34	)%⁽³⁾		20.65	%		11.13	%		5.79	%⁽¹⁾
Ratios and Supplemental Data:
Net assets, end of period (thousands)	$	15,375		$	9,847		$	12,106		$	8,040		$	3,007
Ratio of expenses to average net assets:
Before expense reimbursement		2.25	%		2.22	%		2.21	%		2.30	%		3.03	%⁽²⁾
After expense reimbursement		1.75	%		1.75	%		1.75	%		1.75	%		1.74	%⁽²⁾
Ratio of net investment income to
average net assets:
Before expense reimbursement		2.41	%		1.74	%		2.14	%		1.64	%		2.12	%⁽²⁾
After expense reimbursement		2.91	%		2.21	%		2.60	%		2.19	%		3.41	%⁽²⁾
Portfolio turnover rate		12	%		31	%		31	%		6	%		35	%⁽¹⁾

+	Commencement of operations was October 7, 2004.

(1)	Not Annualized.

(2)	Annualized.

(3)	Includes increase from payments made by the Adviser of 0.06% and dividends received of 0.03% related to securities held in violation of investment restrictions. Without these transactions, total return would have been lower (13.43)%.

Class I		Year Ended June 30, 2009			Year Ended June 30, 2008			Year Ended June 30, 2007			Year Ended June 30, 2006			Year Ended June 30, 2005⁺

Net Asset Value – Beginning of Period	$	12.97		$	15.96		$	13.55		$	12.42		$	11.87

Income from Investment Operations:
Net investment income		0.41			0.51			0.53			0.39			0.18
Investment restriction violation		–			0.02			–			–			–
Net realized and unrealized gain (loss) on
investments		(3.38	)		(2.39	)		2.40			1.12			0.59
Total from investment operations		(2.97	)		(1.86	)		2.93			1.51			0.77

Less Distributions:
Dividends from net investment income		(0.38	)		(0.51	)		(0.52	)		(0.36	)		(0.19	)
Distribution of net realized gains		–			(0.62	)		–			(0.01	)		(0.03	)
Return of capital		(0.02	)		–			–			(0.01	)		–
Total distributions		(0.40	)		(1.13	)		(0.52	)		(0.38	)		(0.22	)
Net Asset Value – End of Period	$	9.60		$	12.97		$	15.96		$	13.55		$	12.42

Total Return		(23.00	)%		(12.46	)%⁽³⁾		21.86	%		12.25	%		6.48	%⁽¹⁾
Ratios and Supplemental Data:
Net assets, end of period (thousands)	$	239,927		$	306,319		$	381,126		$	208,027		$	36,254
Ratio of expenses to average net assets:
Before expense reimbursement		1.25	%		1.21	%		1.21	%		1.30	%		1.97	%⁽²⁾
After expense reimbursement		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%⁽²⁾
Ratio of net investment income to
average net assets:
Before expense reimbursement		3.41	%		2.74	%		3.14	%		2.64	%		2.19	%⁽²⁾
After expense reimbursement		3.91	%		3.21	%		3.60	%		3.19	%		3.41	%⁽²⁾
Portfolio turnover rate		12	%		31	%		31	%		6	%		35	%⁽¹⁾

+	Commencement of operations was October 7, 2004.

(1)	Not Annualized.

(2)	Annualized.

(3)	Includes increase from payments made by the Adviser of 0.06% and dividends received of 0.03% related to securities held in violation of investment restrictions. Without these transactions, total return would have been lower (12.55)%.

CULLEN INTERNATIONAL HIGH DIVIDEND FUND

Retail Class	Year Ended June 30, 2009			Year Ended June 30, 2008			Year Ended June 30, 2007			Year Ended June 30, 2006⁺

Net Asset Value – Beginning of Period	$	12.64		$	13.89		$	10.82		$	10.00

Income from Investment Operations:
Net investment income		0.29			0.37			0.28			0.13
Net realized and unrealized gain (loss) on
investments		(4.91	)		(0.56	)		3.10			0.82
Total from investment operations		(4.62	)		(0.19	)		3.38			0.95

Less Distributions:
Dividends from net investment income		(0.28	)		(0.35	)		(0.31	)		(0.13	)
Distribution of net realized gains		–			(0.71	)		–			–
Total distributions		(0.28	)		(1.06	)		(0.31	)		(0.13	)
Net Asset Value – End of Period	$	7.74		$	12.64		$	13.89		$	10.82

Total Return		(36.68	)%		(1.92	)%		31.56	%		9.47	%⁽¹⁾
Ratios and Supplemental Data:
Net assets, end of period (thousands)	$	56,225		$	40,707		$	18,992		$	4,966
Ratio of expenses to average net assets:
Before expense reimbursement		1.99	%		2.16	%		3.48	%		8.36	%⁽²⁾
After expense reimbursement		1.25	%		1.25	%		1.25	%		1.25	%⁽²⁾
Ratio of net investment income to average
net assets:
Before expense reimbursement		2.97	%		1.92	%		0.81	%		(3.45	)%⁽²⁾
After expense reimbursement		3.71	%		2.83	%		3.04	%		3.66	%⁽²⁾
Portfolio turnover rate		124	%		169	%		102	%		42	%⁽¹⁾

+	Commencement of operations was December 15, 2005.

(1)	Not annualized.

(2)	Annualized.

Class C	Year Ended June 30, 2009			Year Ended June 30, 2008			Year Ended June 30, 2007			December 15, 2005⁺ to June 30, 2006
Net Asset Value – Beginning of Period	$	12.60		$	13.86		$	10.81		$	10.00

Income from Investment Operations:
Net investment income		0.25			0.25			0.28			0.07
Net realized and unrealized gain (loss) on
investments		(4.91	)		(0.54	)		3.00			0.85
Total from investment operations		(4.66	)		(0.29	)		3.28			0.92

Less Distributions:
Dividends from net investment income		(0.22	)		(0.26	)		(0.23	)		(0.11	)
Distribution of net realized gains		–			(0.71	)		–			–
Total distributions		(0.22	)		(0.97	)		(0.23	)		(0.11	)
Net Asset Value – End of Period	$	7.72		$	12.60		$	13.86		$	10.81

Total Return		(37.06	)%		(2.71	)%		30.61	%		9.21	%⁽¹⁾
Ratios and Supplemental Data:
Net assets, end of period (thousands)	$	2,042		$	2,619		$	1,235		$	306
Ratio of expenses to average net assets:
Before expense reimbursement		2.74	%		2.91	%		4.23	%		9.11	%⁽²⁾
After expense reimbursement		2.00	%		2.00	%		2.00	%		2.00	%⁽²⁾
Ratio of net investment income to average
net assets:
Before expense reimbursement		2.22	%		1.17	%		0.06	%		(4.20	)%⁽²⁾
After expense reimbursement		2.96	%		2.08	%		2.29	%		2.91	%⁽²⁾
Portfolio turnover rate		124	%		169	%		102	%		42	%⁽¹⁾

+	Commencement of operations was December 15, 2005.

(1)	Not annualized.

(2)	Annualized.

Class I	Year Ended June 30, 2009			Year Ended June 30, 2008			Year Ended June 30, 2007			December 15, 2005⁺ to June 30, 2006


Net Asset Value – Beginning of Period	$	12.68		$	13.93		$	10.84		$	10.00

Income from Investment Operations:
Net investment income		0.36			0.40			0.34			0.14
Net realized and unrealized gain (loss) on
investments		(4.98	)		(0.56	)		3.09			0.83
Total from investment operations		(4.62	)		(0.16	)		3.43			0.97

Less Distributions:
Dividends from net investment income		(0.30	)		(0.38	)		(0.34	)		(0.13	)
Distribution of net realized gains		–			(0.71	)		–			–
Total distributions		(0.30	)		(1.09	)		(0.34	)		(0.13	)
Net Asset Value – End of Period	$	7.76		$	12.68		$	13.93		$	10.84

Total Return		(36.53	)%		(1.69	)%		31.96	%		9.76	%⁽¹⁾
Ratios and Supplemental Data:
Net assets, end of period (thousands)	$	10,577		$	21,934		$	11,270		$	3,663
Ratio of expenses to average net assets:
Before expense reimbursement		1.74	%		1.91	%		3.23	%		8.47	%⁽²⁾
After expense reimbursement		1.00	%		1.00	%		1.00	%		1.00	%⁽²⁾
Ratio of net investment income to average
net assets:
Before expense reimbursement		3.23	%		2.17	%		1.06	%		(3.61	)%⁽²⁾
After expense reimbursement		3.97	%		3.08	%		3.29	%		3.86	%⁽²⁾
Portfolio turnover rate		124	%	$	169	%		102	%		42	%⁽¹⁾

+	Commencement of operations was December 15, 2005.

(1)	Not annualized.

(2)	Annualized.

INVESTMENT ADVISER
Cullen Capital Management LLC
New York, New York

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin

LEGAL COUNSEL
Sidley Austin LLP
Chicago, Illinois

FUND ADMINISTRATOR, FUND ACCOUNTANT, AND CUSTODIAN
The Bank of New York Mellon
New York, New York

TRANSFER AGENT
Alps Fund Services, Inc.
Denver, Colorado

DISTRIBUTOR
Alps Distributors, Inc.
Denver, Colorado

PRIVACY NOTICE

The Funds collect non-public information about you from the following sources:

Information we receive about you on applications or other forms;
Information you give us orally; and
Information about your transactions with us or others.

We do not disclose any non-public personal information about our customers or former customers without the customer’s authorization, except as required by law or in response to inquiries from governmental authorities. We restrict access to your personal and account information to those employees who need to know that information to provide products and services to you. We also may disclose that information to unaffiliated third parties (such as to administrators, brokers or custodians) only as permitted by law and only as needed for us to provide agreed services to you. We maintain physical, electronic and procedural safeguards to guard your non-public personal information.

In the event that you hold shares of either Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared by those entities with unaffiliated third parties.

*THE PRIVACY NOTICE IS NOT A PART OF THE PROSPECTUS

FOR MORE INFORMATION

You can find more information about the Funds in the following documents:

Statement of Additional Information (SAI)

The SAI contains details about investments and techniques of the Funds 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

Additional information about the Funds’ investments is available in each Fund’s annual and semi-annual reports to shareholders. The Funds’ annual and semi-annual reports provide the most recent financial reports as well as portfolio listings. The annual reports contain a discussion of the market conditions and investment strategies that affected the Funds’ performance during the Funds’ last fiscal year.

You can obtain a free copy of these documents, request other information or make shareholder inquiries about the Funds by calling the Funds toll-free at 1-877-485-8586 or by writing to:

Cullen Funds
P.O. Box 13584
Denver, CO 80203

You may also obtain a free copy of these documents on the Funds’ website at http://www.cullenfunds.com.

You may write to the SEC Public Reference Room at the regular mailing address or the e-mail address below and ask the SEC to mail you information about the Funds, including the SAI. The SEC 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
publicinfo@sec.gov
(202) 942-8090

Reports and other information about the Funds 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 HIGH DIVIDEND EQUITY FUND
CULLEN INTERNATIONAL HIGH DIVIDEND FUND

Each, a series of Cullen Funds Trust

STATEMENT OF ADDITIONAL INFORMATION

Retail Class, Class I, Class C, Class R1, and Class R2

October 28, 2009

This Statement of Additional Information (the “SAI”) is not a prospectus. You may obtain a copy of the prospectus for the Retail Class, Class I, Class C, Class R1, and Class R2 shares dated October 28, 2009 for the Cullen High Dividend Equity Fund and Cullen International High Dividend Fund (each, a “Fund” and together, the “Funds”), each a series of the Cullen Funds Trust (the “Trust”), without charge by calling the Funds toll-free at 1-877-485-8586 or by writing the Funds 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.

The audited financial statements for the Funds for the fiscal year ended June 30, 2009 are incorporated herein by reference to each Fund’s Annual Report and available by request without charge by calling toll-free 1-877-485-8586.


Regular Mail	Overnight or Express Mail
Cullen Funds	Cullen Funds
P.O. Box 13584	1290 Broadway
Denver, CO 80201	Suite 1100
	Denver, CO 80203

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TABLE OF CONTENTS


	Page
The Trust	3
Description of the Funds and their Investment Objectives, Policies and Risks	3
Investment Restrictions	9
Management of the Funds	10
Control Persons and Principal Holders of Shares	16
Investment Advisory and Other Services	18
Distributor	23
Distribution Plan	24
Brokerage	25
Capital Structure	26
Determination of Net Asset Value	26
Purchase and Redemption of Shares	27
Proxy Voting Policies and Procedures	29
Portfolio Holdings Information	29
Additional Information on Distributions and Taxes	31
Calculation of Performance Data	34
Shareholder Reports	36
Service Providers	37
Additional Information	37
Financial Statements	37
Appendix A	38

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The Trust

The Trust is an open-end management investment company created as a Delaware business trust (now called a Delaware statutory trust) on March 25, 2000 and registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). This SAI relates to the following series of the Trust: the Cullen High Dividend Equity Fund (the “High Dividend Fund”) and the Cullen International High Dividend Fund (the “International High Dividend Fund”). Subject to class level expense differences, an investor by investing in one of the Funds offered becomes entitled, provided the investor is a shareholder on the date of record, to a pro rata share of all dividends and distributions arising from the net income and capital gains on the investments of that Fund. Likewise, an investor can expect the value of his or her shares to reflect on a pro rata basis any losses of that Fund.

Each Fund is diversified, as defined in the Investment Company Act. Under applicable federal laws, the diversification of a mutual fund’s holdings is measured at the time the fund purchases a security. However, if a fund purchases a security and holds it for a period of time, the security may become a larger percentage of the fund’s total assets due to movements in the financial markets. If the market affects several securities held by a fund, the fund may have a greater percentage of its assets invested in securities of fewer issuers. At that point, the fund is subject to the risk that its performance may be hurt disproportionately by the poor performance of relatively few securities despite the fund qualifying as a diversified fund under applicable federal laws.

Cullen Capital Management LLC, a registered Investment Adviser with the Securities and Exchange Commission (“SEC”), serves as the Investment Adviser to each Fund (the “Investment Adviser”). ALPS Distributors, Inc. is the distributor of the shares of each Fund (the “Distributor”).

The Trust, on behalf of the Funds, has adopted a Multiple Class Plan pursuant to Rule 18f-3 under the Investment Company Act, which details the attributes of each class of the Funds’ shares. Currently, each Fund is authorized to issue five classes of shares: Retail Class, Class C, Class I, Class R1 and Class R2.

Description of the Funds and their Investment Objectives,
Policies and Risks

For additional information on the Funds, their investment objectives, policies and risks, see the following sections of the Prospectus: “What are the Goals of the Funds?”, “What are the Principal Investment Strategies of the Funds?”, and “Additional Information on Investment Policies and Risks.” See also “Investment Restrictions” in this SAI.

Investment Objectives

The investment objectives of the High Dividend Fund are long-term capital appreciation and current income. The investment objectives of the International High Dividend Fund are current income and long-term capital appreciation.

Each Fund selects portfolio securities primarily with a view to achieve its objectives. Each Fund’s objectives are fundamental policies of the Fund and may not be changed without shareholder approval as described below in “Investment Restrictions.” There is no assurance that either Fund will achieve its objectives.

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Portfolio Turnover

Each Fund expects to purchase and sell securities at such times as each deems to be in the best interest of its shareholders. The Funds have not placed any limit on the rate of portfolio turnover, and securities may be sold without regard to the time they have been held when, in the opinion of the Investment Adviser, investment considerations warrant such action.

The turnover rate for each Fund for the past two fiscal years was as follows:

Portfolio Turnover	Fiscal Year Ended June 30, 2008	Fiscal Year Ended June 30, 2009
High Dividend Fund	31%	12%
International High Dividend Fund	169%	124%

Trading commissions expense for the fiscal year ended June 30, 2009 as a percentage of average net assets was 0.06% and 0.58% for the High Dividend Fund and International High Dividend Fund, respectively.

The International High Dividend Fund ’s portfolio turnover is a result of the Investment Adviser’s belief that wide country and sector diversification is necessary to manage the volatility typically associated with the international markets in which the Fund invests.

Convertible Securities

Each Fund may invest in 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.

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Foreign Securities and Currencies

Each Fund may invest in foreign securities, although to different degrees. Foreign investments can 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 can include:

less social, political and economic stability;
smaller securities markets and less trading volume, which may result in a lack of liquidity and greater price volatility;
certain national policies that may restrict each 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 either 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. Economies in emerging markets generally are heavily dependent upon international trade and, accordingly, have been and may continue to be more 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 each Fund could be affected by changes in foreign currency exchange rates. The value of each 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

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response to supply and demand in the currency exchange markets, international balances of payments, governmental intervention, speculation, and other political and economic conditions.

American Depository Receipts

Each Fund may invest in ADRs. ADRs are depository receipts for foreign securities denominated in U.S. dollars and traded on U.S. securities markets. These securities may not necessarily be denominated in the same currency as the securities for which they may be exchanged. These are certificates evidencing ownership of shares of a foreign-based issuer held in trust by a bank or similar financial institutions. Designed for use in U.S. securities markets, ADRs are alternatives to the purchase of the underlying securities in their national market and currencies. ADRs may be purchased through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depository, whereas a depository may establish an unsponsored facility without participation by the issuer of the depository security. Holders of unsponsored depository receipts generally bear all the costs of such facilities and the depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts.

Medium-Capitalization Companies

Each 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, a 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 either 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 Funds than in a mutual fund that invests exclusively in larger, more established companies.

Options

The High Dividend Fund may, for hedging purposes and in order to generate additional income, write call options on a covered basis. Premiums received on the sale of such options are expected to enhance the income of the Fund.

The purchaser of a call option has the right to buy, and the writer (in this case, the High Dividend Fund) of a call option has the obligation to sell, an underlying security at a specified exercise price during a specified option period. The advantage to the Fund of writing covered calls is that the Fund receives a premium for writing the call, which is additional income. However, if the security rises in value and the call is exercised, the Fund may not participate fully in the market appreciation of the security. During the option period, a covered call option writer may be assigned an exercise notice by the broker/dealer

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through whom such call option was sold, requiring the writer to deliver the underlying security against payment of the exercise price.

This obligation to sell is terminated upon the expiration of the option period or, provided the writer has not received an exercise notice, at such earlier time at which the writer effects a closing purchase transaction.

A closing purchase transaction is one in which the High Dividend Fund, when obligated as a writer of an option, terminates its obligation by purchasing an option of the same series as the option previously written. A closing purchase transaction cannot be effected with respect to an option once the Fund has received an exercise notice for such option. Closing purchase transactions will ordinarily be effected to realize a profit on an outstanding call option, to prevent an underlying security from being called, to permit the sale of the underlying security or to enable the Fund to write another call option on the underlying security with either a different exercise price or different expiration date or both. The Fund may realize a net gain or loss from a closing purchase transaction depending upon whether the net amount of the original premium received on the call option is more or less than the cost of effecting the closing purchase transaction. Any loss incurred in a closing purchase transaction may be partially or entirely offset by the premium received from a sale of a different call option on the same underlying security. Such a loss may also be wholly or partially offset by unrealized appreciation in the market value of the underlying security. Conversely, a gain resulting from a closing purchase transaction could be offset in whole or in part by a decline in the market value of the underlying security.

If a call option expires unexercised, the High Dividend Fund will realize a short-term capital gain in the amount of the premium on the option, less the commission paid. Such a gain, however, may be offset by depreciation in the market value of the underlying security during the option period. If a call option is exercised, the Fund will realize a gain or loss from the sale of the underlying security equal to the difference between (a) the cost of the underlying security and (b) the proceeds of the sale of the security, plus the amount of the premium on the option, less the commission paid.

The market value of a call option generally reflects the market price of the underlying security. Other principal factors affecting market value include supply and demand, interest rates, the price volatility of the underlying security and the time remaining until the expiration date.

The High Dividend Fund will write call options only on a covered basis, which means that the Fund will own the underlying security subject to a call option at all times during the option period. Unless a closing purchase transaction is effected, the Fund would be required to continue to hold a security which it might otherwise wish to sell, or deliver a security it would want to hold. Options written by the Fund will normally have expiration dates between one and nine months from the date written. The exercise price of a call option may be below, equal to or above the current market value of the underlying security at the time the option is written.

Warrants

Each 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

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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 each Fund may invest when the 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, and repurchase agreements. Variable rate demand notes are non-negotiable instruments. The instruments the Funds invest in are generally rated at least Al by Standard & Poor’s Ratings Services, or determined to be of comparable quality by the Investment Adviser. However, the Funds may be susceptible to credit risk with respect to these notes to the extent that the issuer defaults on its payment obligation.

Repurchase Agreements

Each 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, a 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.

Illiquid Securities

Each 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 SEC guidance governing the percentage of illiquid securities which may be owned by the Fund. These guidelines generally prohibit mutual funds like the Funds from holding or purchasing illiquid securities totaling more than 15% of the value of their net assets. While each Fund does not intend to purchase illiquid securities to any significant extent, it is possible that a readily available market that was available for a security at the time of purchase may not be 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 the security 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 the PORTAL system), and (iv) other permissible relevant factors. Because an active market may not exist for illiquid securities, a Fund may experience delays and additional cost when trying to sell illiquid securities.

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Investment Restrictions

Fundamental Restrictions

The policies set forth below are fundamental policies of each Fund and may not be changed without approval of the holders of the lesser of: (i) 67% of such 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 such Fund. Neither Fund may:

1.	Purchase any securities which would cause 25% or more of the Fund’s total assets at the time of such purchase to be concentrated in the securities of issuers engaged in any one industry;

2.	Invest in companies for the purpose of exercising management or control;

3.	Purchase or sell real estate, although both Funds may invest in the readily marketable securities of companies whose business involves the purchase or sale of real estate;

4.	Purchase or sell commodities or commodities contracts;

5.	Purchase the securities of any investment company, except (i) in the open market where no profit to a sponsor or dealer other than customary brokerage commissions results from such purchases or (ii) if acquired in connection with a plan of reorganization;

6.	Purchase securities on margin;

7.	Effect short sales of any securities;

8.	Make loans, except by the acquisition of a portion of an issue of publicly traded bonds, debentures, notes, and other debt securities;

9.	Borrow money, except for temporary emergency purposes in amounts not in excess of 5% of the Fund’s total assets;

10.	Mortgage, pledge or hypothecate securities to an extent greater than 10% of the value of the Fund’s net assets;

11.	Enter into repurchase agreements with maturities of more than seven days; or

12.	Act as an underwriter of securities except insofar as the Fund might technically be deemed an underwriter for purposes of the Securities Act of 1933 upon the disposition of certain securities.

The High Dividend Fund may not:

1.	Purchase any securities which would cause more than 5% of the Fund’s total assets at the time of such purchase to be invested in the securities of any issuer. This limitation does not apply to obligations issued or guaranteed by the U.S. Government.

The International High Dividend Fund may not:

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With respect to 75% of its assets, purchase any securities which would cause the Fund to invest in more than 10% of the outstanding voting securities of any one issuer or more than 5% of the Fund’s total assets at the time of such purchase to be invested in the securities of any issuer, but this limitation does not apply to obligations issued or guaranteed by the U.S. Government.

Non-Fundamental Restrictions

Additional investment restrictions adopted by each Fund, which may be changed by the Board of Trustees without a vote of the shareholders, provide that neither Fund may:

1.	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 such Fund.

2.	Acquire or retain any security issued by a company, an officer or director of which is an officer or Independent Trustee (as defined below) of the Trust or an officer, director, member or other affiliated person of the Funds’ Investment Adviser.

3.	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 as determined by the Board and SEC requirements.

4.	Make any change in such Fund’s investment policies of investing at least 80% of its net assets in the investments suggested by such Fund’s name without first providing such Fund’s shareholders with at least 60 days written prior notice.

The High Dividend Fund may not:

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).

Except with respect to borrowing and illiquid securities, if a percentage restriction set forth in the prospectus or in this SAI is adhered to at the time of investment, a subsequent increase or decrease in a percentage resulting from a change in the values of assets will not constitute a violation of that restriction.

Management of the Funds

The Board of Trustees of the Trust consists of five individuals, three of whom are not “interested persons” of the Trust as defined in the Investment Company Act (“Independent 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 Investment Adviser and may use such names and such logos or service marks only so long as the Advisory Agreement with the Investment Adviser remains in effect and the Investment Adviser has the right to use such names.

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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 (*). The Trustees can be reached in care of the Funds’ Investment Adviser at the address shown below.


Name, Address and Age	Position(s) Held with Trust	Term of Office and Length of Time Served**	Principal Occupation(s) During Past 5 Years	No. of Funds in Complex Overseen	Other Directorships held by Trustees
Interested Trustees
James P. Cullen*^†Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1938	Trustee and President	Since 2000	President, Controlling Member and Portfolio Manager, Cullen Capital Management LLC, since May 2000; President, Schafer Cullen Capital Management, Inc., a registered investment adviser, from December 1982 to present.	3	None

Dr. Curtis J. Flanagan* c/o Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1921	Trustee	Since 2000	Private investor, 1998 to present; Chairman, South Florida Pathologists Group, prior thereto.	3	None

Independent Trustees
Matthew J. Dodds c/o Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1941	Independent Trustee	Since 2000	Private investor, 1999 to present; Vice President – Research, Schafer Cullen Capital Management, Inc., from 1995 to 1999.	3	None

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Name, Address and Age	Position(s) Held with Trust	Term of Office and Length of Time Served**	Principal Occupation(s) During Past 5 Years	No. of Funds in Complex Overseen	Other Directorships held by Trustees
Robert J. Garry c/o Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1945	Independent Trustee	Since 2000	Executive Vice President/ Chief Financial Officer, New York City Off-Track Betting Corporation, since November 2007; Corporate Controller, Yonkers Racing Corporation, 2001 to September 2007; Chief Operations Officer, The Tennis Network Inc., March 2000 to 2001; Senior Vice President and Chief Financial Officer, National Thoroughbred Racing Association, 1998 to 2000; Director of Finance and Chief Financial Officer, United States Tennis Association, prior thereto.	3	None

Stephen G. Fredericks c/o Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1942	Independent Trustee	Since 2002	Institutional Trader, Raymond James & Associates, February 2002 to present; Institutional Trader, ABN AMRO Inc, January 1995 to May 2001.	3	None

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Name, Address and Age	Position(s) Held with Trust	Term of Office and Length of Time Served**	Principal Occupation(s) During Past 5 Years	No. of Funds in Complex Overseen	Other Directorships held by Trustees
Officers
John C. Gould Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1960	Executive Vice President	Since 2000	Executive Vice President and Portfolio Manager, Cullen Capital Management LLC, May 2000 to Executive Vice President and Portfolio Manager, Schafer Cullen Capital Management, Inc., from 1989 to present.	N/A	N/A

Brooks H. Cullen^†Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1967	Vice President	Since 2000	Vice President Portfolio Manger, Cullen Capital Management LLC, since May 2000; Vice President and Portfolio Manager Schafer Cullen Capital Management, Inc., from 1996 to present.	N/A	N/A

Rahul D. Sharma Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1970	Secretary	Since 2000	Secretary, Cullen Capital Management LLC, since May 2000; Portfolio Manager, Cullen Capital Management LLC, 2007 to present; Vice President and Portfolio Manager, Schafer Cullen Capital Management, Inc., 1998 to present.	N/A	N/A

B-13

Name, Address and Age	Position(s) Held with Trust	Term of Office and Length of Time Served**	Principal Occupation(s) During Past 5 Years	No. of Funds in Complex Overseen	Other Directorships held by Trustees
Steven M. Mullooly Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1964	Chief Compliance Officer	Since 2006	Chief Compliance Officer, Cullen Capital Management LLC since August 2006; Chief Compliance Officer, Ladenburg Thalmann & Co., Inc., Ladenburg Thalmann Asset Management, and Ladenburg Thalmann Europe from November 2004 to June 2006; Vice President – Compliance, Donaldson Lufkin and Jenrette and Co., from July 2000 to June 2004.	N/A	N/A

Jeffrey T. Battaglia Cullen Capital Management LLC 645 Fifth Avenue New York, NY 10022 Born: 1978	Treasurer	Since 2007	Chief Financial Officer, Cullen Capital Management LLC, since February 2007; Manager, KPMG LLP, from September 2001 to February 2007; Certified Public Accountant, Washington State	N/A	N/A

*	James P. Cullen is an “interested person” of the Trust (as that term is defined in the Investment Company Act) because of his affiliation with the Investment Adviser.
**	Positions are held indefinitely until resignation or termination.
†	James P. Cullen and Brooks H. Cullen are father and son, respectively.

B-14

Board Committees

The Board has three standing committees as described below:

Audit Committee
Members	Description	Meetings
Matthew J. Dodds, Independent Trustee Robert J. Garry, Independent Trustee Stephen G. Fredericks, Independent Trustee	Responsible for advising the full Board with respect to accounting, auditing and financial matters affecting the Trust.	The Audit Committee met 2 times during the past fiscal year.



Nominating Committee
Members	Description	Meetings
Matthew J. Dodds, Independent Trustee Robert J. Garry, Independent Trustee Stephen G. Fredericks, Independent Trustee	Responsible for seeking and reviewing candidates for consideration as nominees for Trustees as is considered necessary from time to time. The Funds do not have any policies in place regarding nominees for Trustees recommended by shareholders. The Board will not accept shareholder nominees for Board membership.	The Nominating Committee did not meet during the past fiscal year.



Valuation Committee
Members	Description	Meetings
James P. Cullen, President and Trustee John C. Gould, Executive Vice President	Responsible for (1) monitoring the valuation of Funds’ securities and other investments; and (2) as required by each series of the Trust’s valuation policies, when the full Board is not in session, determining the fair value of illiquid and other holdings after consideration of all relevant factors, which determinations shall be reported to the full Board.	The Valuation Committee met 7 times during the past fiscal year with respect to the Funds.

The following compensation table provides certain information about the Trustees’ fees for the Trust’s fiscal year ended June 30, 2009.

Name and Position	Aggregate Compensation From High Dividend Fund	Aggregate Compensation from International High Dividend Fund	Pension or Retirement Benefits Accrued as Part of Trust Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation from Funds and Fund Complex Paid to Trustees
Matthew J. Dodds,⁽¹⁾	$0	$0	$0	$0	$0
Independent Trustee

Robert J. Garry,	$12,000	$12,000	$0	$0	$24,000
Independent Trustee

Stephen G. Fredericks,	$12,000	$12,000	$0	$0	$24,000
Independent Trustee

James P. Cullen,	$0	$0	$0	$0	$0
Interested Trustee

Curtis J. Flanagan,	$0	$0	$0	$0	$0
Interested Trustee

⁽¹⁾	At the request of this Independent Trustee, Matthew Dodds does not receive any compensation from the Funds.

Each Independent Trustee of the Trust is paid a trustee’s fee of $3,000 per Fund for each meeting attended and is reimbursed for the expenses of attendance at such meetings. Neither the Trust nor the

B-15

Funds pay any fees to the Trustees who are considered “interested persons” of the Trust or the Funds or the Funds’ Investment Adviser, as defined in the Investment Company Act. Neither the Trust nor the Funds maintain 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

Control persons are persons deemed to control the applicable Fund because they own beneficially over 25% of the applicable Fund’s outstanding equity securities. Shareholders with a controlling interest could affect the outcome of proxy voting or the direction of management of the applicable Fund. Principal holders are persons that own beneficially 5% or more of the Fund’s outstanding equity securities.

The following tables provide the name, address and percentage of ownership of any person who owned of record or beneficially 5% or more of the outstanding shares of the applicable Funds as of September 30, 2009.

High Dividend Fund - Retail Class

Name and Address	% Ownership
Charles Schwab & Co.	28.68%
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services, LLC	25.79%
200 Liberty Street
New York, NY 10281-1003
CitiGroup Global Markets Inc.	13.68%
333 West 34th Street
New York, NY 10001-2402
Prudential Investment Management Service	5.88%
100 Mulberry St.
Gateway Center 3, 14th Floor
Newark, NJ 07102-4077

High Dividend Fund - Class I Shares

Name and Address	% Ownership
National Financial Services, LLC	29.97%
200 Liberty St.
New York, NY 10281-100

High Dividend Fund - Class C Shares

Name and Address	% Ownership
Charles Schwab & Co.	26.05%
Attn: Mutual Funds
101 Montgomery Street

San Francisco, CA 94104-4122
CitiGroup Global Markets Inc.	8.12%
333 West 34th Street
New York, NY 10001-2402

B-16

International High Dividend Fund - Retail Class

Name and Address	% Ownership
National Financial Services, Inc.	76.57%
200 Liberty St.
New York, NY 10281-1003
Charles Schwab & Co.	6.98%
101 Montgomery St
San Francisco, CA 94104-4151

International High Dividend Fund - Class I Shares

Name and Address	% Ownership
Charles Schwab & Co.	22.25%
101 Montgomery St
San Francisco, CA 94104-4151
James P. Cullen	19.74%
National Financial Services LLC	19.31%
200 Liberty St.
New York, NY 10281
William Blair & Co.	6.58%
Delaware Charter Guarantee
222 W. Adams St.
Chicago, IL 60606-5312
Gail H. Cullen	5.32%

International High Dividend Fund - Class C Shares

Name and Address	% Ownership
Oppenheimer & Co. Inc.	20.82%
Dennis R. Samuelson
1300 W. Adams
Macomb, IL 61455-1235

As of September 30, 2009, the Trustees and Officers of the Trust as a group owned the following percentages of outstanding shares of each class of the Funds:


	Percentage of Outstanding Shares
Fund Name	Retail Class	Class C	Class I	Class R1	Class R2

High Dividend Fund	2.25%	Less than	2.14%	N/A	N/A
		1.00%

International High Dividend Fund	Less than	Less than	19.73%	N/A	N/A
	1.00%	1.00%

Neither the Trustees who are “not interested” persons of the Funds, as that term is defined in the Investment Company Act, nor members of their immediate families, own securities beneficially or of record in the Investment Adviser, the Distributor or any affiliate of the Investment Adviser or Distributor. Accordingly, neither the Trustees who are “not interested” persons of the Funds nor members of their immediate families,

B-17

have any direct or indirect interest, the value of which exceeds $120,000 in the Investment Adviser, the Distributor or any of their affiliates.

Board Interest in the Funds

Set forth below is the dollar range of equity securities beneficially owned⁽¹⁾by each Trustee in each Fund as of December 31, 2008:

Name of Trustee	High Dividend Fund	International High Dividend Fund	Aggregate Dollar Range of Equity Securities Beneficially Owned in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
James P. Cullen, Interested Trustee	Over $100,000	Over $100,000	Over $100,000
Dr. Curtis J. Flanagan, Interested Trustee	None	None	None
Matthew J. Dodds, Independent Trustee	$10,001-$50,000	$50,001-$100,000	Over $100,000
Robert J. Garry, Independent Trustee	None	None	None
Stephen G. Fredericks, Independent Trustee	None	None	None


(1)	Beneficial ownership is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended.

Investment Advisory and Other Services

Advisory Agreements

Cullen Capital Management LLC, Investment Adviser to each Fund, pursuant to separate investment advisory agreements (each, an “Advisory Agreement” and collectively, the “Advisory Agreements”) furnishes continuous investment advisory services and management to the Funds. The Investment Adviser is an investment advisory firm formed in Delaware. For more information about the Investment Adviser, see “Who Manages the Funds?” in the Prospectus.

Mr. James P. Cullen, President of the Trust, is also the President and Controlling Member of the Investment Adviser. John C. Gould, Executive Vice President of the Trust, is also Executive Vice President of the Investment Adviser. Brooks H. Cullen, Vice President of the Trust, is also Vice President of the Investment Adviser. Jeffrey T. Battaglia, Treasurer of the Trust, is also Chief Financial Officer of the Investment Adviser. Rahul D. Sharma, Secretary of the Trust, is also Vice President of the Investment Adviser. Steven Mullooly, Chief Compliance Officer (“CCO”) of the Trust, is also the CCO of the Investment Adviser.

Under each Advisory Agreement and subject to the general supervision of the Trust’s Board of Trustees, the Investment Adviser is responsible for making and implementing investment decisions for the applicable Fund. In addition, the Investment Adviser furnishes office space, office facilities, equipment, personnel (other than the services of Trustees of the Trust who are not interested persons of the Investment Adviser), and clerical and bookkeeping services for each Fund to the extent not provided by each Fund’s respective custodian, transfer agent and dividend paying agent, fund administration and accounting services agent.

B-18

The Trust or each Fund, respectively, pays all other expenses of its 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 Independent Trustees;
legal and audit expenses;
the fees and expenses of each Fund’s respective 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 each 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 expenses relating to actions, suits or proceedings to which the Trust or either Fund is a party, and any obligation which the Trust or either Fund may incur to indemnify others.

The Advisory Agreements provide that the Investment Adviser shall have no liability to the Trust, the respective Funds or their respective shareholders in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations under the Advisory Agreements.

The Advisory Agreements are not assignable and may be terminated by either party, without penalty, on 60 days notice. Each Advisory Agreement will remain in effect for an initial two-year term (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 Independent 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 of the applicable Fund as described under “Investment Restrictions – Fundamental Restrictions.”

In consideration of the services to be provided by the Investment Adviser pursuant to the respective Advisory Agreements, the Investment Adviser is entitled to receive from each Fund an investment advisory fee computed daily and paid monthly based on an annual rate equal to a percentage of each Fund’s average daily net assets specified in the Prospectus. As described in the Prospectus, the Investment Adviser has contractually agreed to limit the total expenses of the High Dividend Fund (excluding taxes and acquired fund fees and expenses) to not more than 1.00% for Retail Class shares, 1.75% for Class C shares, 0.75% for Class I shares, 1.50% for Class R1 shares and 1.25% for Class R2 shares and to limit the total expenses of the International High Dividend Fund (excluding taxes and acquired fund fees and expenses) to 1.25% for Retail Class shares, 1.75% for Class C shares, 1.00% for Class I shares, 1.75% for Class R1 shares and 1.50% for Class R2 shares. Pursuant to each Advisory Agreement, the Investment Adviser may cause each Fund to reimburse the Investment Adviser for any fee reductions or expense reimbursements made pursuant to the Advisory Agreement within a three-year period, provided that any such reductions or reimbursements made by the Fund will not cause the Fund’s expense limitations to exceed the amounts set forth above. However, the Funds are not obligated to pay any such reduced fees for more than three years after the end of the fiscal year in which the fee was reduced.

B-19

For the periods indicated below, the Funds paid the following advisory fees to the Investment Adviser:

High Dividend Fund

	Fiscal Year Ended June 30, 2009	Fiscal Year Ended June 30, 2008	Fiscal Year Ended June 30, 2007
Fees Earned	$3,308,468	$4,182,459	$3,858,038
Fees Reduced	$1,665,855	$1,964,371	$1,799,099
Total Fees Paid	$1,642,613	$2,218,088	$2,078,939

International High Dividend Fund

	Fiscal Year Ended June 30, 2009	Fiscal Year Ended June 30, 2008	Fiscal Year Ended June 30, 2007
Fees Earned	$561,600	$509,507	$171,470
Fees Reduced	$415,488	$449,863	$333,910
Total Fees Paid	$146,112	$59,644	$0

Portfolio Manager

Mr. James P. Cullen and Mr. John C. Gould are the portfolio managers responsible for the day-to-day management of the High Dividend Fund; and Mr. James P. Cullen and Mr. Rahul D. Sharma are the portfolio managers responsible for the day-to-day management of the International High Dividend Fund. The following table shows the number of other accounts managed by Mr. Cullen, Mr. Gould and Mr. Sharma and the total assets in the accounts managed within various categories, as of June 30, 2009.

Other Accounts Managed*


				Accounts with Advisory Fee based on performance
	Type of Accounts	Number of Accounts	Total Assets	Number of Accounts	Total Assets
*James P. Cullen*	Registered Investment Companies	4	$4.9 billion	0	0

	Other Pooled Investment Vehicles	2	$945 million	1	$28 million

	Other Accounts	8,737	$4.4 billion	0	0

*John C. Gould*	Registered Investment Companies	3	$4.8 billion	0	0

	Other Pooled Investment Vehicles	1	$917 million	0	0

	Other Accounts	7,361	$3.7 billion	0	0

*Rahul D. Sharma*	Registered Investment Companies	1	$78 million	0	0

	Other Pooled Investment Vehicles	1	$28 million	1	$28 million

	Other Accounts	1,713	$730 million	0	0


*	Other accounts managed by the portfolio managers listed above include accounts and assets of the Investment Adviser and Schaefer Cullen Capital Management, an affiliated entity.

B-20

Material Conflicts of Interest. The portfolio managers have day-to-day management responsibilities with respect to other accounts and accordingly may be presented with potential or actual conflicts of interest.

The management of other accounts may result in the portfolio managers devoting unequal time and attention to the management of each Fund and/or other accounts. In approving the Advisory Agreements, the Board of Trustees was satisfied that the portfolio managers would be able to devote sufficient attention to the management of each Fund, and that the Investment Adviser seeks to manage such competing interests for the time and attention of the portfolio managers.

With respect to securities transactions for each Fund, the Investment Adviser determines which broker to use to execute each transaction, consistent with its duty to seek best execution of the transaction. For buy or sell transactions considered simultaneously for a Fund and other accounts, orders are placed at the same time. The portfolio managers use their best efforts to ensure that no client is treated unfairly in relation to any other client over time in the allocation of securities or the order of the execution of transactions. The portfolio managers generally allocate trades on the basis of assets under management so that the securities positions represent equal gross exposure as a percentage of total assets of each similarly managed client. The Funds and client accounts are not generally invested in thinly traded or illiquid securities; therefore, conflicts in fulfilling investment opportunities are to some extent minimized.

Compensation. Mr. Cullen is an equity owner of the Investment Adviser and in such capacity does not receive a salary from the Funds. Mr. Cullen owns 90% of the equity of the Investment Adviser and 51% of the equity of Schafer Cullen Capital Management, Inc., an affiliate of the Investment Adviser. Mr. Cullen controls 90% of the voting equity of Cullen Capital Management, LLC. In his ownership capacity, Mr. Cullen shares commensurately in the profits and losses of both the Investment Adviser and Schafer Cullen Capital Management, Inc. Mr. Cullen does not receive a fixed salary from the Investment Adviser. He receives net profits of each advisory firm based upon his ownership interests in each company. Mr. Cullen participates in Schafer Cullen Capital Management, Inc.’s 401(k) plan. Mr. Cullen does not have a deferred compensation plan.

Mr. Gould is an equity owner of the Investment Adviser and in such capacity does not receive a salary from the High Dividend Fund. Mr. Gould owns 5% of the equity of the Investment Adviser. In his ownership capacity, Mr. Gould shares commensurately in the profits and losses of the Investment Adviser. Mr. Gould does not receive a fixed salary from the Investment Adviser. He receives net profits of the Investment Adviser based upon his ownership interests in the firm as well as a fixed salary and bonus from Schafer Cullen Capital Management, Inc., an affiliate of the Investment Adviser. Bonus amounts are determined by the overall profitability of the Investment Adviser and of Schafer Cullen Capital Management, Inc. and are not directly related to the performance of any one fund or product. Mr. Gould participates in Schafer Cullen Capital Management, Inc.’s 401(k) plan. Mr. Gould does not have a deferred compensation plan.

Mr. Sharma is an employee of the Investment Adviser and in such capacity does not receive a salary from the International High Dividend Fund. Mr. Sharma does not control any portion of the voting equity of the Investment Adviser. Mr. Sharma receives a fixed salary and bonus from Schafer Cullen Capital Management, Inc. an affiliate of the Investment Adviser. Bonus amounts are determined by the overall profitability of the Investment Adviser and of Schafer Cullen Capital Management, Inc. and are not directly related to the performance of any one fund or product. Mr. Sharma participates in Schafer Cullen Capital Management, Inc.’s 401(k) plan. Mr. Sharma does not have a deferred compensation plan.

B-21

Securities Owned in the Funds by Portfolio Managers. As of December 31, 2008, the portfolio managers owned the following securities in the respective Funds:

Name of Portfolio Manager	Dollar Range of Equity Securities in the High Dividend Equity Fund (None, $1 - $10,000, $10,001 - $50,000, $50,001 - $100,000, $100,001 - $500,000, $500,001 - $1,000,000, Over $1,000,000)	Dollar Range of Equity Securities in the International High Dividend Fund (None, $1 - $10,000, $10,001 - $50,000, $50,001 - $100,000, $100,001 - $500,000, $500,001 - $1,000,000, Over $1,000,000)
Name of Portfolio Manager
James P. Cullen	Over $1,000,000	Over $1,000,000
John C. Gould	$100,001 - $500,000	$10,001 - $50,000
Rahul D. Sharma	$10,001-$50,000	$10,001-$50,000

Code of Ethics

The Trust and the Investment 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 Funds. Subject to certain conditions, the Code permits such persons to invest in securities for their personal accounts, including securities that may be purchased or held by the Funds. The Code includes reporting and other obligations to monitor personal transactions and ensure that such transactions are consistent with the best interests of the Funds.

Fund Administration

The Bank of New York Mellon (“BNYM”) provides administrative personnel and services (including blue-sky services) to the Trust and each of the Funds. Administrative services include, but are not limited to, providing equipment, telephone facilities, various personnel, including clerical and supervisory and computers as necessary or beneficial to provide compliance services to the Funds and the Trust. Prior to July 1, 2009, U.S. Bancorp Fund Services, LLC, a subsidiary of U.S. Bank, N.A (“USBFS”), provided administrative personnel and services (including blue-sky services) to the Trust and each of the Funds.

The Funds paid the following amounts for administrative services in the following fiscal periods:

	Fiscal Year Ended June 30, 2009^(a)	Fiscal Year Ended June 30, 2008^(a)	Fiscal Year Ended June 30, 2007^(a)
High Dividend Fund	$328,262	$414,678	$372,473
International High Dividend Fund	$81,689	$77,709	$76,503


(a)	For the periods covered by the table, USBFS provided administrative services to the Trust.

Fund Accounting

BNYM provides fund accounting personnel and services to the Funds pursuant to a Fund Accounting Service Agreement. Under the Fund Accounting Servicing Agreement, BNYM provides portfolio accounting services, expense accrual and payment services, fund valuation and financial reporting services, tax accounting services and compliance control services.

B-22

Financial Intermediaries

From time to time, either 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 and semi-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 a Fund, the Fund will not pay more for these services through intermediary relationships than it would pay if the intermediaries’ customers were direct shareholders in the Fund.

Distributor

ALPS Distributors, Inc. (“ALPS”) serves as the principal underwriter and distributor for the shares of the Funds pursuant to a Distribution Agreement with the Trust (the “Distribution Agreement”). ALPS 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 Financial Industry Regulatory Authority, Inc. (“FINRA”). The offering of the Funds 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 Funds’ shares.

Under the Distribution Agreement, ALPS agrees to (i) sell shares as agent for the Trust upon the terms and at the current offering price described in the Funds’ prospectus; (ii) hold itself available to receive orders satisfactory to ALPS for purchase of Funds’ shares; (iii) make Funds’ 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 Funds and review such items for compliance with applicable laws and regulations; (vi) repurchase, at ALPS’ discretion, Fund shares; (vii) enter into agreements, at ALPS’ discretion, with qualified broker-dealers to sell the Funds’ shares; (viii) devote its best efforts to effect sales of the Funds’ 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 plans (please refer to the Distribution Plan section below). Payments under the Distribution Agreement may not be tied to actual distribution expenses and such payments may therefore exceed distribution expenses actually incurred. Any fees or expenses incurred by ALPS but not payable by the respective Funds under their 12b-1 plans of distribution may be paid by the Investment Adviser.

The Distribution Agreement with respect to a Fund 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 such Fund on 60 days written notice to ALPS or (ii) by ALPS. If not so terminated, the Distribution 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 the shareholders of the applicable Fund, and, in either event, by a majority of the Independent Trustees.

Prior to July 28, 2009, Quasar Distributors, LLC, served as distributor of shares of the Funds. Quasar Distributors, LLC, received the following in compensation during the fiscal year ended June 30, 2009:

B-23

Name of Principal Underwriter	Net Underwriting Discounts and Commissions	Compensation on Redemption and Repurchases	Brokerage Commissions	Other Compensation⁽¹⁾


High Dividend Fund	$0	$0	$0	$8,391
International High Dividend Fund	$0	$0	$0	$2,675


⁽¹⁾	This compensation relates to payments to Quasar Distributors, LLC under the Rule 12b-1 Plans discussed below.

Distribution Plan

Each Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act for its Retail Class, Class C, Class R1 and Class R2 shares (the “Plans”). The Board determined that there is a reasonable likelihood that the Plans will benefit the Funds and their shareholders. The Plans for the Retail Class shares of the Funds authorize payments by the Funds in connection with the distribution of shares at an annual rate of up to 0.25% of the average daily net asset value. The Plans for Class C Shares of the Funds authorizes the Funds to pay up to 1.00% annually of average daily net assets, of which 0.75% may be paid for a distribution fee and 0.25% for certain shareholder services provided to shareholders of the Funds. The Plans for Class R1 and Class R2 shares of the Funds authorize payments by the Funds at an annual rate of up to 0.50% of the Class R1’s average daily net asset value and up to 0.25% of the Class R2’s average daily net asset value. Payments may be made by the Funds under the respective Plans for the purpose of financing any activity primarily intended to result in the sale of shares , 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 Funds may finance without their Plans, the Funds may also make payments to finance such activity outside of their Plans and not subject to their respective limitations.

Administration of the Plans is regulated by Rule 12b-1 under the Investment Company Act, which includes requirements that: (i) the Board of Trustees of the Trust receive and review at least quarterly reports concerning the nature and qualification of expenses which are paid; (ii) the Board of Trustees, including a majority of the Independent Trustees, approve all agreements implementing the Plans; and (iii) the Plans may be continued from year-to-year only if the Board of Trustees, including a majority of the Independent Trustees, concludes at least annually that continuation of the Plans is likely to benefit shareholders.

For the fiscal year ended June 30, 2009, the following amounts have been expended under the Plans:

High Dividend Fund	Retail Class	Class C	Class R1	Class R2
Advertising	$0	$0	$0	$0
Printing and mailing of Prospectuses to new shareholders	$0	$0	$0	$0
Compensation to the Distributor	$0	$0	$0	$0
Compensation to Dealers	$188,772	$106,074	$0	$0
Compensation to Sales Personnel	$0	$0	$0	$0
Other Fees	$0	$0	$0	$0
TOTAL	$188,772	$106,074	$0	$0

B-24

International High Dividend Fund	Retail Class	Class C	Class R1	Class R2
Advertising	$0	$0	$0	$0
Printing and mailing of Prospectuses to new shareholders	$0	$0	$0	$0
Compensation to the Distributor	$0	$0	$0	$0
Compensation to Dealers	$103,418	$19,636	$0	$0
Compensation to Sales Personnel	$0	$0	$0	$0
Other Fees	$0	$0	$0	$0
TOTAL	$103,418	$19,636	$0	$0

The Funds have adopted a service plan (the “Service Plan”) with respect to its Class R1 and Class R2 shares under which the Funds are authorized to pay securities dealers, plan administrators or other service organizations that agree to provide certain services to plans or plan participants holding shares of the Funds a service fee of up to 0.25% of the Funds’ average daily net assets attributable to Class R1 and Class R2 shares held by such plan participants. These services may include (a) acting, directly or through an agent, as the shareholder of record and nominee for all plan participants, (b) maintaining account records for each plan participant that beneficially owns Class R1 or Class R2 shares, (c) processing orders to purchase, redeem and exchange Class R1 or R2 shares on behalf of plan participants, and handling the transmission of funds representing the purchase price or redemption proceeds, and (d) addressing plan participant questions regarding their accounts and the Funds.

Brokerage

The Investment Adviser is responsible for selecting brokers and dealers to effect purchases or sales of securities for each Fund. In selecting such brokers, it is the policy of the Investment 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 Investment 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 respective Fund means the best net price without regard to the mix between purchase or sale price and commission, if any.

In allocating each Fund’s brokerage, the Investment 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 Investment Adviser believes these services have substantial value, they are considered supplemental to the Investment Adviser’s own efforts in the performance of its duties under the Advisory Agreements. As permitted by the Advisory Agreements and in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Investment Adviser may pay brokers higher brokerage commissions than might be available from other brokers if the Investment 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 Investment Adviser may indirectly benefit from the availability of these services to the Investment Adviser, and each Fund may indirectly benefit from services available to the Investment Adviser as a result of transactions for the other clients.

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The Investment Adviser expects to enter into arrangements with broker-dealers whereby the Investment 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 Investment Adviser may make other similar arrangements with brokers or dealers who agree to provide research services in consideration of dealer concessions or brokerage commissions. Consistent with the Investment Adviser’s fiduciary duties to each Fund, brokerage will be directed to such brokers or dealers pursuant to any such arrangement only when the Investment Adviser believes that the commissions charged are reasonable in relation to the value and overall quality of the brokerage and research services provided.

The Funds paid the following amounts in brokerage commissions in the following fiscal periods:

	Fiscal Year Ended June 30, 2009	Fiscal Year Ended June 30, 2008	Fiscal Year Ended June 30, 2007
High Dividend Fund	$211,441	$292,772	$401,925
International High Dividend Fund	$327,628	$318,096	$74,135

The International High Dividend Fund experienced increased brokerage commissions from fiscal year ended 2008 compared to the fiscal year ended 2007 due to increased trading volumes as a result of growth in Fund assets as well as an increase in the Fund’s portfolio turnover rate.

Capital Structure

The Trust is a Delaware statutory trust formed on March 25, 2000. It is authorized to issue an unlimited number of shares of beneficial interest. Each share of beneficial interest has a par value of $0.001. 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. Each Fund constitutes one such series of the Trust. By this offering, five classes of shares of each Fund are being offered: Retail Class, Class C, Class I, Class R1, and Class R2. The Trust has reserved the right to create and issue additional series or classes.

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. However, matters affecting only one particular Fund or class can be voted on only by shareholders in that Fund or class. Only shareholders of Retail Class, Class C, Class R1, or Class R2 shares of each Fund will be entitled to vote on matters submitted to a shareholder vote with respect to the Rule 12b-1 Plan applicable to each such class. All shareholders are entitled to receive dividends when and as declared by the Trustees from time to time and as further discussed in the prospectus.

Each share within a class 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 each Fund are sold on a continual basis at the net asset value (“NAV”) per share next computed following receipt of an order by the Funds’ transfer agent in good order. Each Fund’s NAV per share for the purpose of pricing purchase and redemption orders is determined at the close of normal trading

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(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 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 for which there were no transactions on a given day, and securities not listed on a U.S. securities exchange, 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. Securities primarily traded in the National Association of Securities Dealers Automated Quotation (“NASDAQ”) Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”). If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices. 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 Valuation Committee of the Trust’s Board of Trustees under the supervision of the Board.

Debt securities are valued by a pricing service that utilizes electronic data 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 a 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 each 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 either Fund’s foreign investments or foreign currency exchange rates occur during such period, the investments may be valued at their fair value as determined in good faith by the Valuation Committee of the Board of Trustees of the Trust under the supervision of the Board.

Purchase and Redemption of Shares

Purchasing Shares

Shares of each 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 Funds do 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 Funds to the shareholder’s address of record.

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Anti-Money Laundering Program

Redeeming Shares

Signature Guarantees. A signature guarantee of each shareholder on an account is required to redeem shares if a shareholder requests (i) redemption proceeds be sent to an address other than that on record with the applicable Fund or (ii) proceeds be made payable to someone other than the shareholder(s) of record.

Signature guarantees are designed to protect both the shareholder and the Funds 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 Funds do 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 Funds’ transfer agent requires documents from entities to identify individuals possessing authority to redeem shares from the Funds. The documentation may include corporate resolutions, partnership agreements, trust instruments or plans that give such authority to the individual.

Redemption In-Kind. The Funds have elected to be governed by Rule l8f-1 under the Investment Company Act, which obligates each 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 a Fund. If the Investment 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 applicable 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 on the Fund shares that they redeem, and when they dispose of the securities received in kind 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 a 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 toll free 1-877-485-8586). This will provide the applicable Fund with

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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.

Proxy Voting Policies and Procedures

The Board has adopted Proxy Voting Policies and Procedures (“Policies”) on behalf of the Trust which delegates the responsibility for voting proxies to the Investment Adviser, subject to the Board’s continuing oversight. The Policies require that the Investment Adviser vote proxies received in a manner consistent with the best interests of the each Fund and its shareholders. The Policies also require the Investment Adviser to present to the Board, at least annually, the Investment Adviser’s Proxy Policies and a record of each proxy voted by the Investment Adviser on behalf of each Fund, including a report on the resolution of all proxies identified by the Investment Adviser as involving a conflict of interest.

The Investment Adviser has adopted Proxy Voting Policies and Procedures (“Investment Adviser’s Proxy Policies”) which underscore the Investment Adviser’s concern that all proxy voting decisions be made in the best interest of the respective Funds and that the Investment Adviser will act in a prudent and diligent manner intended to enhance the economic value of the assets of the respective Funds.

Where a proxy proposal raises a material conflict between the Investment Adviser’s interests and a Fund’s interests, the Investment Adviser will resolve the conflict by disclosing the conflict to the Board and obtaining the Board’s consent to vote.

The Trust is required to annually file Form N-PX, which lists each Fund’s complete proxy voting record for the 12-month period ending June 30. Once filed, the Funds’ proxy voting records will be available without charge, upon request, by calling toll-free 1-877-485-8586 and on the SEC’s website at http://www.sec.gov.

Portfolio Holdings Information

The Investment Adviser and the Funds maintain portfolio holdings disclosure policies (the “Portfolio Holdings Disclosure Policies”) that govern the timing and circumstances of disclosure to shareholders and third parties of information regarding the portfolio investments held by the respective Funds. The Funds’ Portfolio Holdings Disclosure policy is reviewed annually by the Board of Trustees. Disclosure of the respective Funds’ complete holdings is required to be made quarterly within 60 days of the end of each fiscal quarter in the Annual Report and Semi-Annual Report to Fund shareholders and in the quarterly holdings report on Form N-Q. These reports are available, free of charge, on the EDGAR database on the SEC’s website at www.sec.gov. A complete list of each Fund’s portfolio holdings as of each calendar quarter-end is available on the Funds’ website at http://www.cullenfunds.com within five business days after the calendar quarter-end. The calendar quarter-end portfolio holdings for the Funds will remain posted on the website until updated with required regulatory filings with the SEC. Portfolio holdings information posted on the Funds’ website may be separately provided to any person commencing the day after it is first published on the website.

Pursuant to the Funds’ Portfolio Holdings Disclosure Policies, information about the respective Funds’ portfolio holdings is not distributed to any person. However, certain persons receive information about the respective Funds’ portfolio holdings on an ongoing basis. The Funds believe that these third parties have legitimate objectives in requesting such portfolio holdings information and operate in the best

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interest of the Funds’ respective shareholders. Information about the Funds’ portfolio holdings is not distributed to these persons unless:

The disclosure is required pursuant to a regulatory request or court order or is legally required in the context of other legal proceedings;
The disclosure is made to a mutual fund rating and/or ranking organization, or person performing similar functions, who is subject to a duty of confidentiality, including a duty not to trade on any non-public information;
The disclosure is made to internal parties involved in the investment process, administration, operation or custody of the respective Funds, including, but not limited to the Trust’s Board of Trustees, attorneys, auditors or accountants;
The disclosure is made: (a) in connection with a quarterly, semi-annual or annual report that is available to the public; or (b) relates to information that is otherwise available to the public;
The disclosure is made with the prior written approval of either the Trust’s CCO or his or her designee; or
The disclosure is made to rating and/or ranking organizations as follows:

Name	Information Disclosed	Frequency	Lag Time
Standard and Poors	All portfolio holding and top 10 holdings	Quarterly	15^thday after quarter-end
Thomson Reuters	All portfolio holding and top 10 holdings	Quarterly	15^thday after quarter-end
Lipper	All portfolio holding and top 10 holdings	Quarterly	15^thday after quarter-end
Bloomberg	All portfolio holdings	Quarterly	15^thday after quarter-end
Morningstar	All portfolio holdings	Quarterly	15^thday after quarter-end
Valueline	Top 10 holdings	Quarterly	15^thday after quarter-end
ICI	Top 10 holdings	Quarterly	15^thday after quarter-end

Any disclosures to additional parties not described above are made with the approval of either the Trust’s CCO or his or her designee, pursuant to the Funds’ Portfolio Holdings Disclosure Policies. Currently, the Funds do not disclose information to parties not described above.

The Board exercises continuing oversight of the disclosure of each Fund’s portfolio holdings by (1) overseeing the implementation and enforcement of the Portfolio Holdings Disclosure Policies, Codes of Ethics and other relevant policies of the respective Funds and their service providers by the Trust’s CCO, (2) considering reports and recommendations by the Trust’s CCO concerning any material compliance matters (as defined in Rule 38a-1 under Investment Company Act), and (3) considering whether to approve any amendment to these Portfolio Holdings Disclosure Policies. The Board reserves the right to amend the Portfolio Holdings Disclosure Policies at any time without prior notice in its sole discretion.

Neither the Investment Adviser, its affiliates or employees, nor either Fund may receive any direct or indirect compensation in connection with the disclosure of information about Fund portfolio securities. In the event of a conflict between the interests of either Fund and the interests of the Investment Adviser or an affiliated person of the Investment Adviser, the CCO of the Investment Adviser and the Trust shall make a determination in the best interests of the Fund, and shall report such determination to the Investment Adviser’s managing member and to the Trust’s Board of Trustees at the end of the quarter in which such determination was made. Any employee of the Investment Adviser who suspects a breach of this obligation must report the matter immediately to the CCO or to his or her supervisor.

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In addition, material non-public holdings information may be provided without lag as part of the normal investment activities of the respective Funds to each of the following entities which, by explicit agreement or by virtue of their respective duties to the Funds, are required to maintain the confidentiality of the information disclosed and are prohibited from trading on the non-public information: Fund Administrator, Fund Accountant, Custodian, Transfer Agent, auditors, counsel to the Trust or the Trustees, broker-dealers (in connection with the purchase or sale of securities or requests for price quotations or bids on one or more securities), and regulatory authorities. Each entity is responsible for monitoring compliance with confidentiality duties and trading prohibitions. Portfolio holdings information not publicly available with the SEC or through the Funds’ website may only be provided to additional third parties, in accordance with the Portfolio Holdings Disclosure Policies, when the applicable Fund has a legitimate business purpose and the third party recipient is subject to a confidentiality agreement. Currently, neither Fund discloses portfolio holdings information not publicly available to any additional parties.

There can be no assurance that the Portfolio Holdings Disclosure Policies and these procedures will protect the respective Funds from potential misuse of that information by individuals or entities to which it is disclosed.

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 applicable 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. Each 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. Each Fund receives income generally in the form of dividends on its investments. This income, less expenses incurred in the operation of the applicable Fund, and the excess of net short-term capital gain over net long-term capital loss, constitute such Fund’s investment company taxable income, from which dividends may be paid to you. Any distributions by such Fund from such income will be taxable to the Fund’s shareholders as ordinary income, whether the Fund’s shareholders take dividends in cash or in additional shares.

Distributions of capital gains. Each Fund may derive capital gains and losses in connection with sales or other dispositions of its portfolio securities. Distributions of net short term capital gain, as noted above, are included in ordinary income dividends. Distributions from net long-term capital gain 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 gain (the excess of net long-term capital gain over net short-term capital loss) realized by a 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 Funds.

Information on the tax character of distributions. Each Fund will inform its shareholders of the amount of their ordinary income dividends, qualified dividend income or income eligible for the dividends received deduction, discussed below, and capital gain distributions at the time they are paid,

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and will advise shareholders of the characteristics of distributions for federal income tax purposes shortly after the close of each calendar year.

Qualified dividend income. Certain dividend income, including dividends received from some foreign corporations, and long-term capital gains are eligible for a reduced tax rate applicable to non-corporate shareholders for taxable years beginning prior to 2011. Distributions comprised of dividends from domestic corporations and certain foreign corporations (generally, corporations incorporated in a possession of the United States and some corporations eligible for treaty benefits under certain treaties with the United States or dividends with respect to classes of stock of a foreign corporation that are readily tradable on an established securities market in the United States) are treated as “qualified dividend income” eligible for taxation at a maximum tax rate of 15% in the hands of non-corporate shareholders. A portion of each Fund’s dividends when paid to non-corporate shareholders may be eligible for treatment as qualified dividend income. In order for dividends paid by a Fund to be qualified dividend income, the Fund must meet holding period and other requirements with respect to dividend-paying stocks in its portfolio, and the non-corporate stockholder must meet holding period and other requirements with respect to the Fund’s shares. To the extent that a Fund engages in securities lending with respect to stock paying qualified dividend income, it may be limited in its ability to pay qualified dividend income to its shareholders. Additionally, special tax rules applicable to straddles may terminate or suspend the holding period of stocks considered to be part of a straddle, limiting the Fund’s ability to designate distributions as qualified dividend income. Fund dividends representing distributions of short-term capital gains (including a portion of premiums received by the Funds as the seller (writer) of expired options contracts) cannot be designated as qualified dividend income and will not qualify for the reduced rates. In addition, dividends from foreign securities may not be eligible for this rate, and dividends from REITs are generally not eligible for treatment as qualified dividend income. The Funds cannot predict the percentage (if any) of their distributions which will qualify for taxation to non-corporate shareholders as qualified dividend income.

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 either Fund that are derived from dividends of domestic corporations may be eligible for the dividends-received deduction. If certain conditions are met, including satisfaction of holding period requirements, you will be allowed to deduct a portion of 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. The rules noted above that terminate or suspend the holding period of underlying stocks considered to be substantially similar to the Fund’s call options may limit the Fund’s ability to designate distributions as eligible for the dividends-received deduction. All dividends (including the deducted portion) must be included in your alternative minimum taxable income calculation.

Qualification to be taxed as a regulated investment company (“RIC”). Each Fund intends to continue to qualify as a RIC under Subchapter M of the Internal Revenue Code of 1986 as amended (the “Code”) by satisfying certain requirements with respect to the nature of its income and the composition of its portfolios, and by making required distributions of its income and gains. As a RIC, the Funds generally pay no federal income tax on the income and gains they distribute to their respective shareholders. The Board reserves the right not to maintain the qualification of either Fund as a RIC 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 income, eligible for taxation at the reduced rate applicable to qualified dividend income for non-corporate shareholders and for the dividends-received deduction available to corporate shareholders, to the extent of the Fund’s earnings and profits.

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Excise tax distribution requirements. To avoid federal excise taxes, each Fund must 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. Each Fund intends to declare and pay these amounts in December (or pay in January amounts that, for federal income tax purposes, 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 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 held 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 capital gain dividends distributed to you by the applicable 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 same 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.

Investment in complex securities. The Funds may invest in complex securities and enter into transactions (such as call options on stocks held in their portfolios, as discussed above) which are subject to numerous special and complex tax rules. These rules could affect whether gains and losses recognized by a Fund are treated as ordinary or capital, accelerate the recognition of income to a Fund without a corresponding receipt of cash (with which to make the necessary distributions to satisfy distribution requirements applicable to RICs) and/or defer the Fund’s ability to recognize losses. Consequently, these rules may affect the amount, timing or character of the income distributed to you by a Fund. Special tax rules also will require each Fund to mark to market (i.e. treat as sold on the last day of the taxable year) certain types of positions in its portfolio and may result in the recognition of income without a corresponding receipt of cash. Each Fund intends to monitor transactions, make appropriate tax elections and make appropriate entries in its books and records to lessen the effect of these tax rules and avoid any possible disqualification for the special treatment afforded RICs under the Code.

Investments by Qualified Retirement Plans. Class R1 and Class R2 shareholders should be aware that a retirement plan that qualifies for tax-exempt treatment under the Code and that invests in a Fund is not subject to federal income tax on the dividends and capital gain distributions in receives from a Fund, or on gains that it realizes on redemption or exchange of shares of a Fund. Instead, tax is imposed on beneficiaries who receive distributions from the plan. Taxation of plan distributions depends upon the features of the plan and the circumstances of the distribution.

Other Tax Considerations. The tax consequences to a foreign shareholder of investing in a 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 a Fund.

Dividends and interest received by the Funds may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If more than 50% of the value of the International High Dividend Fund’s assets consists of stock or securities in foreign corporations at the close of a taxable year in which the Fund qualifies for taxation as a RIC, the Fund may file an election with the Internal Revenue Service (“IRS”) pursuant to which the Fund’s shareholders will be required to include their proportionate share of such foreign taxes in their U.S. income tax returns as gross income, treat such amounts as taxes paid by them,

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and deduct these amounts in computing taxable income, or alternatively, use them as foreign tax credits against their U.S. income taxes. The International High Dividend Fund will report annually to its shareholders the amount per share of such foreign taxes and other information needed to claim the foreign tax credit. The International High Dividend Fund’s ability to claim a foreign tax credit is subject to a number of requirements, including holding period requirements that must be satisfied by both the shareholder and Fund, which, as discussed above, may enter into transactions that terminate or suspend its holding period for some securities.

Some shareholders may be subject to a withholding tax on ordinary income dividends, capital gain dividends and redemption payments (“backup withholding”). Generally, shareholders subject to backup withholdings will be non-corporate shareholders for whom no certified taxpayer identification is on file with the applicable Fund, or who, to the Fund’s knowledge, have furnished an incorrect number. When establishing an account, an investor must certify under penalty of perjury that such number is correct and that the investor is not otherwise subject to backup withholding. Backup withholding is not an additional tax. Any amount withheld generally may be allowed as a refund or credit against a shareholder’s federal income tax liability, provided that the required information is timely forwarded to the Internal Revenue Service (“IRS”).

Under Treasury Regulations, if a shareholder recognizes a loss with respect to shares of $2 million or more for an individual shareholder, or $10 million or more for a corporate shareholder, in any single taxable year (or a greater amount over a combination of years), the stockholder must file with the IRS a disclosure statement on Form 8886. Direct holders of portfolio securities are, in many cases, exempted from this reporting requirement, but under current guidance shareholders of regulated investment companies are not exempted. Significant penalties may be imposed in connection with the failure to comply with these reporting requirements. That a loss is reportable under these regulations does not affect the legal determination of whether or not the taxpayer’s treatment of the loss is proper. Shareholders should consult with their tax advisers to determine the applicability of these regulations in light of their individual circumstances.

The foregoing is only a general summary of certain provisions of the Code and current Treasury regulations applicable to the Funds and their respective shareholders. The 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, local and foreign tax laws.

Calculation of Performance Data

Each Fund’s total return may be compared to relevant indices or benchmarks, including the S&P 500 Index, NASDAQ Composite, Morgan Stanley Capital International EAFE Index and indices or benchmarks published by Lipper, Inc.

Investors should note that the investment results of each Fund will fluctuate over time, and any presentation of a Fund’s total return for any period should not be considered as a representation of what an investment may earn or what an investor’s total return may be in any future period.

Each Fund will calculate its performance in accordance with the following formulas:

Average Annual Total Return

Average annual total return quotations used in the Funds’ prospectus are calculated according to the following formula:

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P(1 +T)ⁿ= ERV

where P equals a hypothetical initial payment of $1,000; T equals average annual total return; n equals the number of years; and ERV equals the ending redeemable value at the end of the period of a hypothetical $1,000 payment made at the beginning of the period.

Under the foregoing formula, the time periods used in the prospectus will be based on rolling calendar quarters. Average annual total return, or “T” in the above formula, is computed by finding the average annual compounded rates of return over the period that would equate the initial amount invested to the ending redeemable value. Average annual total return assumes the reinvestment of all dividends and distributions.

Average Annual Total Return (after Taxes on Distributions)

Each Fund’s quotations of average annual total return (after taxes on distributions) are calculated according to the following formula:

P(1 + T)ⁿ= ATV_D

where “P” equals a hypothetical initial payments of $1,000; “T” equals average annual total return; “n” equals the number of years; and “ATV_D” equals the ending redeemable value at the end of the period of a hypothetical $1,000 payment made at the beginning of the period after taxes on distributions, not after taxes on redemption.

Dividends and other distributions, less the taxes due on such distributions, are assumed to be reinvested in shares at the prices in effect on the reinvestment dates, and taxes due are calculated using the highest individual marginal federal income tax rates on the reinvestment dates. ATV_Dwill be adjusted to reflect the effect of any absorption of each Fund’s expenses by the Investment Adviser.

Average Annual Total Return (after Taxes on Distributions and Redemptions)

Each Fund’s quotations of average annual total return (after taxes on distributions and redemption) are calculated according to the following formula:

P(1 + T)ⁿ= ATV_DR

where “P” equals a hypothetical initial payments of $1,000; “T” equals average annual total return; “n” equals the number of years; and “ATV_DR” equals the ending redeemable value at the end of the period of a hypothetical $1,000 payment made at the beginning of the period after taxes on distributions and redemption.

Dividends and other distributions, less the taxes due on such distributions, are assumed to be reinvested in shares at the prices in effect on the reinvestment dates, and the taxes due are calculated using the highest individual marginal federal income tax rates on the reinvestment dates. Capital gains taxes resulting from the redemption are subtracted and the tax benefit from capital losses resulting from the redemption are added. ATV_DRwill be adjusted to reflect the effect of any absorption of each Fund’s expenses by the Investment Adviser.

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Comparisons

Lipper, Inc. (“Lipper”) and Other Independent Ranking Organizations. From time to time, each 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. Each Fund will be compared to Lipper’s appropriate fund category, that is, by fund objective and portfolio holdings. Each Fund’s performance may also be compared to the average performance of its Lipper category.

Morningstar, Inc. Each 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 either 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 each 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. Each Fund may compare its performance to a wide variety of indices. There are differences and similarities between the investments that either 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, U.S. Treasury bills, bonds, common stocks, and small stocks, as well as annual rates of inflation. 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 been assumed to be likely to perform 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

Each Fund will issue an annual report to its shareholders after the close of each fiscal year, which ends June 30. This report will include financial statements for the applicable Fund audited by the Funds’ independent registered public accounting firm, PricewaterhouseCoopers LLP. An unaudited semi-annual report will also be issued to each Fund’s shareholders.

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Service Providers

Custodian, Fund Administrator and Fund Accountant

The Bank of New York Mellon, One Wall Street, New York, New York, 10286 acts as each Fund’s Custodian of cash and securities, Administrator, and Accountant. The Custodian holds all cash and, directly or through a book entry system or an agent, securities of each Fund, delivers and receives payment for securities sold by such Fund, collects income from investments of each Fund and performs other duties, all as directed by officers of the Trust. The Custodian does not exercise any supervisory function over the management of, or the purchase and sale of securities by, either Fund.

Transfer Agent and Dividend Disbursing Agent

ALPS Fund Services, Inc., 1290 Broadway, Denver, CO 80203, acts as the Transfer Agent, dividend-paying agent, and shareholder servicing agent for each Fund.

Distributor

ALPS Distributors, Inc. 1290 Broadway, Denver, CO 80203, serves as principal underwriter for each Fund and, as such, is the agent for the distribution of shares of each Fund.

Counsel

Sidley Austin LLP, One South Dearborn St., Chicago, Illinois, 60603, is counsel for each Fund.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP, 100 East Wisconsin Avenue, Suite 1800, Milwaukee, Wisconsin 53202, has been selected as the independent registered public accounting firm of each Fund. As such, they are responsible for auditing the annual financial statements of each Fund.

Additional Information

Each Fund’s prospectus and this Statement of Additional Information omit certain information contained in the Registration Statement which the Trust 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 Funds 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

Each Fund’s audited financial statements are incorporated by reference to such Fund’s Annual Report for the fiscal year ended June 30, 2009.

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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

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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 Rating Services

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 Rating Services

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

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Ratings of Preferred Stock

Standard & Poor’s Rating Services

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.

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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.

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CULLEN FUNDS TRUST
PART C

OTHER INFORMATION

Item 23. EXHIBITS.


(a)	Declaration of Trust

	(i)	Certificate of Trust of Cullen Funds Trust, dated March 25, 2000¹

	(ii)	Amended Agreement and Declaration of Trust of Cullen Funds Trust, dated May 10, 2001⁸

	(iii)	Certificate of Correction of Certificate of Trust of Cullen Funds Trust, dated February 6, 2007⁶

(b)	By-laws dated March 25, 2000¹

(c)	Instruments Defining Rights of Security Holders — Incorporated by reference to the Agreement and Declaration of Trust and By-laws

(d)	Investment Advisory Agreements

	(i)	Investment Advisory Agreement (Cullen High Dividend Equity Fund), dated August 1, 2003²

		A.	Amendment to Investment Advisory Agreement (Cullen High Dividend Equity Fund), dated October 5, 2004⁹

	(ii)	Investment Advisory Agreement (Cullen International High Dividend Fund), dated November 30, 2005⁵

	(iii)	Investment Advisory Agreement (Cullen Small Cap Value Fund), dated August 6, 2009¹¹

(e)	Distribution Agreement-ALPS Distributors, Inc., dated July 25, 2009¹¹

		A.	Amendment to Distribution Agreement dated October 1, 2009¹¹

(f)	Bonus or Profit Sharing Contracts – Not applicable.

(g)	Custody Agreements - The Bank of New York Mellon, dated May 7, 2009¹¹

		A.	Amendment to Custody Agreement dated August 6, 2009¹¹

(h)	Other Material Contracts

	(i)	Fund Administration and Accounting Services Agreement – The Bank of New York Mellon, dated May 7, 2009¹¹

		A.	Amendment to Fund Administration and Accounting Services Agreement dated August 6, 2009¹¹

	(ii)	Transfer Agent Servicing Agreement- ALPS Fund Services, Inc., dated July 25, 2009¹¹

		A.	Amendment to Transfer Agent Servicing Agreement dated October 1, 2009¹¹

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	(iii)	Fulfillment Servicing Agreement⁵

	(iv)	Power of Attorney, dated February 12, 2009⁹

	(v)	Prospect Servicing Agreement⁵

	(vi)	Operating Expenses Letter on behalf of Cullen High Dividend Equity Fund, dated February 12, 2009⁹

	(vii)	Operating Expenses Letter on behalf of the Cullen International High Dividend Equity Fund, dated February 12, 2009⁹

	(viii)	Operating Expenses Letter on behalf of the Cullen Small Cap Value Fund, dated August 6, 2009¹¹

	(ix)	Amended Shareholder Servicing Plan, dated August 6, 2009¹¹

	(x)	Transfer Agent Interactive Client Services Agreement dated July 25, 2009¹¹

		A.	Amendment to Transfer Agent Interactive Client Services Agreement dated October 1, 2009¹¹

	(xi)	Blue Sky Services Agreement dated July 25, 2009¹¹

		A.	Amendment to Blue Sky Services Agreement dated October 1, 2009¹¹

(i)	Legal Opinions

	(i)	Opinion and Consent of Counsel for the Cullen High Dividend Equity Fund^2,3

	(ii)	Opinion and Consent of Counsel for the Cullen International High Dividend Fund⁶

	(iii)	Opinion and Consent of Counsel for the Cullen Small Cap Value Fund¹¹

(j)	Consent of Independent Registered Public Accounting Firm – is filed herewith.

(k)	Omitted Financial Statements – Not applicable

(l)	Initial Capital Agreements

	(i)	Subscription for Shares of the Cullen High Dividend Equity Fund²

	(ii)	Subscription for Shares of the Cullen International High Dividend Fund⁹

	(iii)	Subscription for Shares of the Cullen Small Cap Value Fund¹¹

(m)	Rule 12b-1 Plan

	(i)	Distribution Plan – (12b-1 Plan) for High Dividend Equity Fund (Retail Class)²

	(ii)	Distribution Plan – (12b-1 Plan) for High Dividend Equity Fund (Class C)⁴

	(iii)	Distribution Plan – (12b-1 Plan) for High Dividend Equity Fund (Classes R1 and R2) ⁹

	(iv)	Distribution Plan – (12b-1Plan) for International High Dividend Fund (Retail Class) ⁹

	(v)	Distribution Plan – (12b-1Plan) for International High Dividend Fund (Class C) ⁹

	(vi)	Distribution Plan – (12b-1Plan) for International High Dividend Fund (Classes R1 and R2)⁹

	(vii)	Distribution Plan – (12b-1Plan) for Small Cap Value Fund (Retail Class, Class C, Class R1, and Class R2) is filed herewith

(n)	Rule 18f-3 Plan

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	(i)	Amended and Restated Multiple Class Plan for Cullen High Dividend Equity Fund, dated February 12, 2009⁹

	(ii)	Amended and Restated Multiple Class Plan for Cullen International High Dividend Fund, dated February 12, 2009⁹

	(iii)	Multiple Class Plan for Small Cap Value Fund, dated August 6, 2009¹¹

(o)	Reserved.

(p)	Code of Ethics

	(i)	Code of Ethics for Registrant and Advisor, dated November 1, 2006⁷

	(ii)	Code of Ethics for ALPS Distributors, Inc., dated February 3, 2006 ¹⁰

	¹	Incorporated by reference to Registrant’s Initial Filing of the Registration Statement filed March 27, 2000 under file numbers 333-33302 and 811-9871.

	²	Incorporated by reference to Registrant’s Post-Effective Amendment No. 4 filed August 1, 2003 under file numbers 333-33302 and 811-9871.

	³	Incorporated by reference to Registrant’s Post-Effective Amendment No. 10 filed October 7, 2004 under file numbers 333-33302 and 811-9871.

	⁴	Incorporated by reference to Registrant’s Post-Effective Amendment No. `

	⁵	Incorporated by reference to Registrant’s Post-Effective Amendment No. 17 filed December 15, 2005 under file numbers 333-33302 and 811-9871.

	⁶	Incorporated by reference to Registrant’s Post-Effective Amendment No. 19 filed February 14, 2007 under file numbers 333-33302 and 811-9871.

	⁷	Incorporated by reference to Registrant’s Post-Effective Amendment No. 20 filed October 26, 2007 under file number 333-33302 and 811-9871.

	⁸	Incorporated by reference to Registrant’s Post-Effective Amendment No. 22 filed February 12, 2009 under file number 333-33302 and 811-9871.

	⁹	Incorporated by reference to Registrant’s Post-Effective Amendment No. 25 filed April 21, 2009 under file number 333-33302 and 811-9871.

	¹⁰	Incorporated by reference to Registrant’s Post-Effective Amendment No. 28 filed August 31, 2009 under file number 333-33302 and 811-9871.

	¹¹	Incorporated by reference to Registrant’s Post-Effective Amendment No. 29 filed September 30, 2009 under file number 333-33302 and 811-9871.

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.”

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Item 26. Business and Other Connections of the Investment Adviser.

Cullen Capital Management LLC serves as the investment adviser for the Registrant. The business and other connections of Cullen Capital Management LLC are set forth in the Uniform Application for Investment Adviser Registration (“Form ADV”) of Cullen Capital Management LLC as filed with the SEC (File No. 801-57576) on March 3, 2009 and which is incorporated by reference herein.

Item 27. Principal Underwriter.

(a) ALPS Distributors, Inc. acts as the distributor for the Registrant and the following investment companies: AARP Funds, ALPS ETF Trust, ALPS Variable Insurance Trust, Ameristock Mutual Fund, Inc., AQR Funds, BLDRS Index Fund Trust, Campbell Multi-Strategy Trust, CornerCap Group of Funds, DIAMONDS Trust, Financial Investors Trust, Financial Investors Variable Insurance Trust, Firsthand Funds, Forward Funds, Grail Advisors ETF Trust, Heartland Group, Inc., Henssler Funds, Inc., Holland Balanced Fund, Index IQ ETF Trust, Laudus Trust, Milestone Funds, MTB Group of Funds, Pax World Funds, PowerShares QQQ 100 Trust Series 1, SPDR Trust, MidCap SPDR Trust, Select Sector SPDR Trust, State Street Institutional Investment Trust, Stonebridge Funds, Inc., Stone Harbor Investment Funds, TDX Independence Funds, Inc., W. P. Stewart Funds, Wasatch Funds, WesMark Funds, Westcore Trust, Williams Capital Liquid Assets Fund, and WisdomTree Trust.

(b) To the best of Registrant’s knowledge, the directors and executive officers of ALPS Distributors, Inc., are as follows:


Edmund J. Burke	Director
Jeremy O. May	Director
Spencer Hoffman	Director
Thomas Carter	President, Director
Richard Hetzer	Executive Vice President
John C. Donaldson	Vice President, Chief Financial Officer
Diana M. Adams	Vice President, Controller, Treasurer
Robert J. Szydlowski	Vice President, Chief Technology Officer
Tané Tyler	Vice President, General Counsel, Secretary
Brad Swenson	Vice President, Chief Compliance Officer
Kevin J. Ireland	Vice President, Director of Institutional Sales
Mark R. Kiniry	Vice President, National Sales Director-Investments

*	The principal business address for each of the above directors and executive officers is 1290 Broadway, Suite 1100, Denver, Colorado 80203.

(c)	Not applicable.

Item 28. Location of Accounts and Records.

(a)	The Registrant maintains accounts, books and other documents required by Section 31(a) of the Investment Company Act of 1940 and the rules thereunder (collectively, “Records”) at its offices at 645 Fifth Avenue, New York, NY 10017.

(b)	Cullen Capital Management Inc. maintains all Records relating to its services as investment adviser to the Registrant at 645 Fifth Avenue, New York, NY 10017.

(c)	The Bank of New York Mellon maintains all Records relating to its services as administrator, accounting agent and custodian of the Registrant at One Wall Street, New York, New York 10286

(d)	ALPS Fund Services, Inc. maintains all Records relating to its services as Transfer Agent of the Registrant at 1290 Broadway, Suite 1100, Denver, Colorado 80203.

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(e)	ALPS Distributors, Inc. maintains all Records relating to its services as Distributor of the Registrant at 1290 Broadway, Suite 1100, Denver, Colorado 80203.

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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York and the State of New York, on the 26^th day of October, 2009.


		CULLEN FUNDS TRUST


	By:	/s/ James P. Cullen

		James P. Cullen
		President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below on October 26, 2009 by the following persons in the capacities indicated.


Signature		Title	Date

/s/ James P. Cullen James P. Cullen		Trustee and President


Dr. Curtis J. Flanagan* Dr. Curtis J. Flanagan		Trustee

Matthew J. Dodds* Matthew J. Dodds		Independent Trustee

Stephen G. Fredericks* Stephen G. Fredericks		Independent Trustee

Robert J. Garry* Robert J. Garry		Independent Trustee

Jeffrey T. Battaglia* Jeffrey T. Battaglia		Treasurer and Principal Accounting Officer

*By	/s/ James P. Cullen
	James P. Cullen Attorney in Fact

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