Correspondence 0001999371-25-010614 from CULLEN FUNDS TRUST (CIK 0001109957)
CULLEN FUNDS TRUST (CIK 0001109957)
Date: Aug. 5, 2025 · CIK: 0001109957 · Accession: 0001999371-25-010614
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-33302, 811-9871
Letter
Division of Investment Management – Disclosure Review and Accounting Office Washington DC 20549 Re: Cullen Funds Trust (the "Trust") File Nos.: 333-33302 and 811-9871 Post-Effective Amendment No. 63 to the Trust's Registration Statement on Form N-1A
Dear Mr. Greenspan:
Thank you for your comment regarding Post-Effective Amendment No. 63 to the Trust's registration statement on Form N-1A, filed with the Securities and Exchange Commission (the "Commission") on June 6, 2025 (the "PEA"). The PEA was filed for the purpose of launching a new share class (Class R6) for the Cullen Emerging Markets High Dividend Fund (the "Fund"). This letter responds to your comment, which you provided to us by telephone on July 23, 2025.
We have discussed the Staff's comment with representatives of the Fund. Below, we describe a change the Fund made to the PEA in response to the Staff's comment. This change was made in a filing pursuant to Rule 485(b) under the Securities Act of 1933, as amended, on August 5, 2025, with immediate effectiveness.
Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships. Page 2
COMMENT : You asked the Fund to revise footnoted to the Annual Fund Operating Expenses table to indicate that expenses or fees recaptured will not exceed expense limitations in place at the time the expenses or fees were waived.
RESPONSE : The Fund has revised footnote d as follows:
Cullen Capital Management LLC (the "Adviser") has contractually agreed to limit the Net Annual Fund Operating Expenses (excluding Acquired Fund Fees and Expenses, interest, taxes and extraordinary expenses) to not more than 0.90% for Class R6 shares through October 31, 2026 (the "Termination Date"). The Adviser may, due to a recapture provision of the written fee waiver and expense reimbursement agreement (the "Agreement"), 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 Emerging Markets High Dividend Fund to exceed expense limitations in place at the time the expenses or fees were waived or existing expense limitations. The Agreement to limit the Net Annual Operating Expenses may not be terminated by either the Emerging Markets High Dividend Fund or the Adviser prior to the Termination Date.
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Should you have any follow-up questions concerning this letter, please do not hesitate to contact me at (212) 839-5969.
Sincerely,
/s/ Carla G. Teodoro
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CORRESP 1 filename1.htm Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 +1 212 839 5300 +1 212 839 5599 Fax AMERICA · AS IA PACIFIC · EUROPE +1 212 839 5969 CTEODORO@sidley.com FILED VIA EDGAR August 5, 2025 Daniel Greenspan Senior Counsel U.S. Securities and Exchange Commission Division of Investment Management – Disclosure Review and Accounting Office 100 F Street NE Washington DC 20549 Re: Cullen Funds Trust (the "Trust") File Nos.: 333-33302 and 811-9871 Post-Effective Amendment No. 63 to the Trust's Registration Statement on Form N-1A Dear Mr. Greenspan: Thank you for your comment regarding Post-Effective Amendment No. 63 to the Trust's registration statement on Form N-1A, filed with the Securities and Exchange Commission (the "Commission") on June 6, 2025 (the "PEA"). The PEA was filed for the purpose of launching a new share class (Class R6) for the Cullen Emerging Markets High Dividend Fund (the "Fund"). This letter responds to your comment, which you provided to us by telephone on July 23, 2025. We have discussed the Staff's comment with representatives of the Fund. Below, we describe a change the Fund made to the PEA in response to the Staff's comment. This change was made in a filing pursuant to Rule 485(b) under the Securities Act of 1933, as amended, on August 5, 2025, with immediate effectiveness. Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships. Page 2 COMMENT : You asked the Fund to revise footnoted to the Annual Fund Operating Expenses table to indicate that expenses or fees recaptured will not exceed expense limitations in place at the time the expenses or fees were waived. RESPONSE : The Fund has revised footnote d as follows: Cullen Capital Management LLC (the "Adviser") has contractually agreed to limit the Net Annual Fund Operating Expenses (excluding Acquired Fund Fees and Expenses, interest, taxes and extraordinary expenses) to not more than 0.90% for Class R6 shares through October 31, 2026 (the "Termination Date"). The Adviser may, due to a recapture provision of the written fee waiver and expense reimbursement agreement (the "Agreement"), 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 Emerging Markets High Dividend Fund to exceed expense limitations in place at the time the expenses or fees were waived or existing expense limitations. The Agreement to limit the Net Annual Operating Expenses may not be terminated by either the Emerging Markets High Dividend Fund or the Adviser prior to the Termination Date. **** Should you have any follow-up questions concerning this letter, please do not hesitate to contact me at (212) 839-5969. Sincerely, /s/ Carla G. Teodoro Carla G. Teodoro, Esquire (as Attorney for the Fund) cc: Aiden Kelly, Cullen Capital Management LLC James Goldstein, Cullen Capital Management LLC John M. Ekblad, Sidley Austin LLP