SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN A PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
BISHOP STREET FUNDS
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
BISHOP STREET MONEY MARKET FUND
BISHOP STREET TREASURY MONEY MARKET FUND
SERIES OF
BISHOP STREET FUNDS
999 BISHOP STREET, 10TH FLOOR
HONOLULU, HAWAII 96813
Dear Shareholder:
I'm writing to all shareholders of the Bishop Street Funds' Money Market Fund
and Treasury Money Market Fund (each a "Fund" and, together, the "Funds") to
inform you of an upcoming special meeting of shareholders to be held on August
15, 2005 (the "Special Meeting"). If you are a shareholder of record of the
Funds as of the close of business on June 17, 2005, you are entitled to vote at
the Special Meeting, and any adjournment of the Special Meeting. Enclosed, for
your reference and use, is a Notice, Proxy Statement and proxy card for the
Special Meeting.
At the Special Meeting, you will be asked to approve a new investment
sub-advisory agreement between the Trust, on behalf of the Funds, Bishop Street
Capital Management (the "Adviser") and Fischer Francis Trees & Watts, Inc.
("FFTW") (the "Proposal"). The new investment sub-advisory agreement is proposed
to have lower sub-advisory fees, but to otherwise operate under substantially
the same terms as the previous investment sub-advisory agreement between the
Trust, the Adviser and Wellington Management Company, LLP (the "Old Agreement").
The change in sub-advisers is not expected to noticeably impact shareholders.
More specific information about the Proposal is contained in the Proxy
Statement, which you should consider carefully.
I'm sure that you, like most people, lead a busy life and are tempted to put
this proxy aside for another day. Please don't. When shareholders do not return
their proxies, additional expenses are incurred to pay for follow-up mailings
and telephone calls. YOUR VOTE IS IMPORTANT TO US. PLEASE TAKE A FEW MINUTES TO
REVIEW THIS PROXY STATEMENT AND VOTE YOUR SHARES TODAY. THE BOARD OF TRUSTEES
HAS UNANIMOUSLY APPROVED THE PROPOSAL AND RECOMMENDS A VOTE "FOR" THE PROPOSAL.
While you are, of course, welcome to join us at the Special Meeting, most
shareholders cast their votes by filling out and signing the enclosed proxy
card. Whether or not you plan to attend the Special Meeting, we need your vote.
Please mark, sign, and date the enclosed proxy card and return it promptly in
the enclosed postage-paid envelope so that the maximum number of shares may be
voted. Please do not hesitate to call 1-800-262-9565 if you have any questions
about the Proposal under consideration. Thank you for taking the time to
consider this important Proposal and for your investment in the Funds.
Sincerely,
Robert A. Nesher
President and Trustee
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG
WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE SHOULD YOU
PREFER TO VOTE BY ONE OF THOSE METHODS.
1
VERY IMPORTANT NEWS FOR SHAREHOLDERS
We recommend that you read the complete Proxy Statement. For your convenience,
we have provided a brief overview of the Proposal to be voted on at the Special
Meeting.
QUESTIONS AND ANSWERS
Q. WHY AM I RECEIVING THIS PROXY STATEMENT?
A. You are receiving these proxy materials - a booklet that includes the
Notice, Proxy Statement and a proxy card - because you have the right to
vote on this important Proposal concerning your investment in the Funds.
Q. WHY AM I BEING ASKED TO VOTE ON A NEW INVESTMENT SUB-ADVISORY AGREEMENT?
A. On April 7, 2005, the Trust's Board of Trustees (the "Board") approved the
termination of Wellington Management Company, LLP ("Wellington"), as the
sub-adviser to the Funds effective as of April 28, 2005. Prior to
Wellington's termination as sub-adviser, the Trust and the Adviser
determined that it would be in the best interests of the Funds'
shareholders to terminate the Old Agreement and enter into a new
investment sub-advisory agreement with FFTW. While Wellington served
effectively as sub-adviser to the Funds, the Adviser and the Board believe
the Funds stand to benefit from FFTW's experience advising other money
market funds and similar pooled vehicles, as well as from the strength and
experience of FFTW's money market portfolio management team.
On May 13, 2005, the Board approved a new investment sub-advisory
agreement between the Trust, the Adviser, and FFTW (the "New Agreement")
under which, subject to its approval by each Fund's shareholders, FFTW
will serve as the investment sub-adviser to each Fund. FFTW's sub-advisory
fee rates for its services to the Funds under the New Agreement, which are
paid by the Adviser, will be lower than Wellington's fee rates under the
Old Agreement. The reduction in sub-advisory fees will not impact the
advisory fee paid by shareholders. The terms of and services provided
under the New Agreement are otherwise similar to those of the Old
Agreement.
Q. HOW DOES THE CHANGE IN SUB-ADVISER AFFECT ME?
A. Because the New Agreement, pursuant to which FFTW will serve as investment
sub-adviser to the Funds, is substantially similar in all material
respects to the Old Agreement, the change in sub-advisers is not expected
to noticeably impact shareholders.
Q. WHO HAS BEEN MANAGING THE FUNDS SINCE THE TERMINATION OF THE OLD
AGREEMENT?
A. During the period between the termination of the Old Agreement and the
approval of the New Agreement by shareholders (the "Interim Period"), FFTW
is providing investment sub-advisory services to the Funds pursuant to an
interim agreement between the Trust, the Adviser and FFTW that was
approved by the Board at a special meeting of the Board of Trustees held
on April 7, 2005 (the "Interim Agreement"). The Interim Agreement is
substantially similar in all material respects to the Old Agreement, with
the exception of fees, which are lower under the Interim Agreement, and
the time periods covered by the agreements. With respect to each Fund, the
New Agreement will replace the Interim Agreement upon approval by
shareholders.
1
Q. WHAT HAPPENS IF THE NEW AGREEMENT IS NOT APPROVED?
A. If the shareholders of one or both Funds do not approve the New Agreement
with FFTW, the Board will take such further action as it deems in the best
interests of the shareholders of the Funds.
Q. HOW DO THE TRUSTEES SUGGEST THAT I VOTE?
A. After careful consideration, the Trustees unanimously recommended that you
vote "FOR" the Proposal contained in the Proxy Statement. Please see
"Board Recommendation" with respect to the Proposal for a discussion of
the Board's considerations in making its recommendations.
Q. WILL MY VOTE MAKE A DIFFERENCE?
A. Yes. Your vote is needed to ensure that the Proposal can be acted upon. We
encourage all shareholders to participate in the governance of their
Fund(s). Additionally, your immediate response on the enclosed proxy card
will help save the costs of any further solicitations.
Q. I'M A SMALL INVESTOR. WHY SHOULD I BOTHER TO VOTE?
A. Every vote is important. If numerous shareholders just like you fail to
vote, the Funds may not receive enough votes to go forward with the
Special Meeting. If this happens, the Funds will need to solicit votes
again.
Q. HOW DO I PLACE MY VOTE?
A. You may provide the Trust with your vote by mail, by Internet, by
telephone, or in person. You may use the enclosed postage-paid envelope to
mail your proxy card. Please follow the enclosed instructions to utilize
any of these voting methods. If you need more information on how to vote,
or if you have any questions, please call the Funds' information agent.
Q. WHOM DO I CALL IF I HAVE QUESTIONS?
A. We will be happy to answer your questions about this proxy solicitation.
Please call the Funds' information agent at 1-800-262-9565 between 8:30
a.m. and 5:00 p.m., Eastern Time, Monday through Friday.
YOUR VOTE IS IMPORTANT. THANK YOU FOR PROMPTLY RECORDING YOUR VOTE.
2
BISHOP STREET MONEY MARKET FUND
BISHOP STREET TREASURY MONEY MARKET FUND
SERIES OF
BISHOP STREET FUNDS
999 BISHOP STREET, 10TH FLOOR
HONOLULU, HAWAII 96813
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, AUGUST 15, 2005
Notice is hereby given that a Special Meeting of Shareholders (the "Special
Meeting") of the Bishop Street Funds' Money Market Fund and Treasury Money
Market Fund (each a "Fund" and, together, the "Funds") will be held at the
offices of SEI Investments Distribution Co., One Freedom Valley Drive, Oaks,
Pennsylvania 19456 on Monday, August 15, 2005 at 2:30 p.m. Eastern Time.
At the Special Meeting, shareholders of record (the "Shareholders") will be
asked to consider and act on the following Proposal:
The approval of a new investment sub-advisory agreement between Bishop
Street Funds on behalf of the Funds, Bishop Street Capital Management and
Fischer Francis Trees & Watts, Inc.
All Shareholders are cordially invited to attend the Special Meeting. However,
if you are unable to attend the Special Meeting, you are requested to mark, sign
and date the enclosed proxy card and return it promptly in the enclosed,
postage-paid envelope so that the Special Meeting may be held and a maximum
number of shares may be voted. In addition, you can vote easily and quickly by
Internet, by telephone or in person. Your vote is important no matter how many
shares you own. You may change your vote even though a proxy has already been
returned by written notice to the Bishop Street Funds, by submitting a
subsequent proxy by mail, Internet, telephone or voting in person at the Special
Meeting.
Shareholders of record at the close of business on June 17, 2005 are entitled to
notice of and to vote at the Special Meeting or any adjournment thereof.
By Order of the Board of Trustees
Robert A. Nesher
President and Trustee
June 27, 2005
1
BISHOP STREET MONEY MARKET FUND
BISHOP STREET TREASURY MONEY MARKET FUND
SERIES OF
BISHOP STREET FUNDS
999 BISHOP STREET, 10TH FLOOR
HONOLULU, HAWAII 96813
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, AUGUST 15, 2005
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Trustees of Bishop Street Funds (the "Trust") for use at the
Special Meeting of Shareholders to be held on August 15, 2005 at 2:30 p.m.
Eastern Time at the offices of SEI Investments Distribution Co., One Freedom
Valley Drive, Oaks, Pennsylvania 19456, and at any adjourned session thereof
(such Special Meeting and any adjournment thereof are hereinafter referred to as
the "Special Meeting"). Shareholders of each of the Bishop Street Funds' Money
Market Fund and Treasury Money Market Fund (each a "Fund" and together, the
"Funds") of record at the close of business on June 17, 2005 ("Shareholders")
are entitled to vote at the Special Meeting.
As of June 17, 2005, the Funds had the following units of beneficial interest
("shares") issued and outstanding:
FUNDS SHARES ISSUED AND OUTSTANDING
- ---------------------------------------- -----------------------------
Bishop Street Money Market Fund 186,922,891.240
Bishop Street Treasury Money Market Fund 255,743,563.690
AGGREGATE SHARES ISSUED AND OUTSTANDING 442,666,454.930
INTRODUCTION AND GENERAL INFORMATION
I. GENERAL INFORMATION
As used in this proxy statement, the Trust's Board of Trustees is referred to as
the "Board," and the term "Trustee" includes each trustee of the Trust. A
Trustee that is an interested person of the Trust is referred to in this proxy
statement as an "Interested Trustee." A Trustee may be an interested person of
the Trust because he or she is affiliated with the Trust's investment adviser,
Bishop Street Capital Management (the "Adviser"), the Trust's principal
underwriter or any of their affiliates. Trustees that are not interested persons
of the Trust are referred to in this proxy statement as "Independent Trustees."
The Board has called the Special Meeting in order to permit the Shareholders to
consider and vote on the Proposal set forth in the foregoing notice. If you wish
to participate in the Special Meeting you may submit the proxy card included
with this proxy statement or attend in person. Your vote is important no matter
how many shares you own. You can vote easily and quickly by mail, by Internet,
by telephone or in person. At any time before the Special Meeting, you may
change your vote, even though a proxy has already been returned, by written
notice to the Trust c/o SEI Investments Distribution Co., One Freedom Valley
Drive, Oaks, Pennsylvania 19456 or by submitting a subsequent proxy, by mail, by
Internet, by
1
telephone or by voting in person at the Special Meeting. Should Shareholders
require additional information regarding the Proposal, or replacement proxy
cards, they may contact the Funds at 1-800-262-9565.
In addition to the solicitation of proxies by mail, the Board and officers of
the Trust, as well as employees of any proxy soliciting firm engaged by the
Trust, may solicit proxies in person or by telephone. Persons holding shares as
nominees will, upon request, be reimbursed for their reasonable expenses
incurred in sending soliciting materials to their principals. The Adviser will
bear the costs of the Special Meeting and proxy materials. The proxy card and
this Proxy Statement are being mailed to Shareholders on or about June 27, 2005.
Shares represented by duly executed proxies will be voted in accordance with the
instructions given. All proxy cards solicited that are properly executed and
received in time to be voted at the Special Meeting will be voted at the Special
Meeting or any adjournment thereof according to the instructions on the proxy
card. If no specification is made on a proxy card, it will be voted "FOR" the
Proposal.
II. QUORUM AND MEETING ADJOURNMENTS
Each whole share is entitled to one vote, and each fractional share is entitled
to a proportionate fractional vote on each matter as to which such shares are to
be voted at the Special Meeting. A majority of the shares entitled to vote
(50.1% or more of total votes represented by all shares entitled to vote and
present at the Special Meeting either in person or by proxy) constitutes a
quorum. For purposes of determining the presence of a quorum, abstentions or
broker non-votes will be counted as present; however, they will have the effect
of a vote "AGAINST" the Proposal.
If a quorum is not present at the Special Meeting, or if a quorum is present at
the Special Meeting but sufficient votes to approve the Proposal are not
received, or if other matters arise requiring Shareholder attention, the persons
named as proxy agents may propose one or more adjournments of the Special
Meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares present at the
Special Meeting or represented by proxy. The persons named as proxies will vote
those proxies that they are entitled to vote "FOR" such proposal in favor of
such an adjournment, and will vote those proxies required to be voted "AGAINST"
such proposal, against such an adjournment.
III. VOTE REQUIRED TO APPROVE PROPOSALS
If a quorum is present at the Special Meeting, the approval of the Proposal
requires the affirmative vote of a "majority of the outstanding voting
securities" of each Fund. Under the Investment Company Act of 1940, as amended
(the "1940 Act"), the vote of a "majority of the outstanding voting securities"
of a Fund means the affirmative vote of the lesser of (a) 67% or more of the
voting securities present at the meeting or represented by proxy if the holders
of more than 50% of the outstanding voting securities are present or represented
by proxy or (b) more than 50% of the outstanding voting securities.
2
PROPOSAL: APPROVAL OF THE NEW INVESTMENT SUB-ADVISORY AGREEMENT
I. BACKGROUND INFORMATION
The Bishop Street Funds' Money Market Fund and Treasury Money Market Fund (each
a "Fund" and together, the "Funds") were sub-advised by Wellington Management
Company, LLP ("Wellington") from January 27, 1995 until April 8, 2005 pursuant
to an investment sub-advisory agreement between the Trust, Bishop Street Capital
Management (the "Adviser"), and Wellington (the "Old Agreement"). The Old
Agreement was last approved by Shareholders on February 12, 1999. The sole
shareholder voted to approve the investment sub-advisory agreement for the Funds
on January 27, 1995.
At a special meeting held by the Board of Trustees of the Trust (the "Board") on
April 7, 2005 (the "April 7th Meeting"), the Board determined that it would be
in the best interests of the Funds' Shareholders to terminate the Old Agreement
in favor of entering into a new investment sub-advisory agreement with Fischer
Francis Trees & Watts, Inc. ("FFTW") (the "New Agreement"). While Wellington
served effectively as sub-adviser to the Funds, the Trust and the Adviser
believe that the Funds stand to benefit from FFTW's experience advising other
money market funds and similar pooled vehicles, as well as from the strength and
experience of FFTW's money market portfolio management team. The following
information provides additional information about FFTW, and the matter on which
you are being asked to vote.
II. THE INTERIM SUB-ADVISORY AGREEMENT
During the period between the termination of the Old Agreement on April 28, 2005
and the approval of the New Agreement by Shareholders (the "Interim Period"),
FFTW has provided investment sub-advisory services to the Funds pursuant to an
interim agreement between the Trust, the Adviser and FFTW that was approved by
the Board at the April 7th Meeting (the "Interim Agreement"). The Interim
Agreement is substantially similar in all material respects to the Old
Agreement, except for the fees and the time periods covered. With regard to
fees, the sub-advisory fees payable under the Interim Agreement are lower than
those payable under the Old Agreement. With regard to time periods covered under
the agreements, the Interim Agreement provides for a termination date no greater
than 150 days from the date of the termination of the Old Agreement, or upon
approval of a new advisory agreement by Shareholders, whichever is shorter. With
respect to each Fund, the New Agreement will replace the Interim Agreement upon
approval by Shareholders.
III. THE NEW SUB-ADVISORY AGREEMENT
Based on information it received at meetings held on April 7, 2005 and May 13,
2005, the Board approved the New Agreement under which, subject to its approval
by each Fund's Shareholders, FFTW will serve as the investment sub-adviser to
each Fund. FFTW's sub-advisory fee for its services to the Funds under the New
Agreement will be lower than Wellington's fee under the Old Agreement. The
reduction in the sub-advisory fee will not impact the advisory fee paid by
Shareholders. The terms of and services provided under the New Agreement are
otherwise substantially similar in all material respects to those of the Old
Agreement. A form of the New Agreement is attached to this Proxy Statement as
Exhibit A.
Under the New Agreement, FFTW, subject to the supervision of the Adviser, will
manage each Fund's portfolio, and execute each Fund's investment policies. The
Adviser, in general, supervises the management and investment program of the
Funds. The New Agreement has provisions for liability of FFTW, continuation and
termination similar to those of the Old Agreement.
3
As stated above, management fees paid to FFTW by the Adviser under the New
Agreement will be lower than the management fees paid under the Old Agreement.
As with the Old Agreement, the New Agreement provides that unless terminated as
provided therein, the New Agreement shall continue for an initial term of two
years. Thereafter, the New Agreement shall continue in effect for successive
annual periods provided such continuance is specifically approved at least
annually by the vote of the Trustees or by a vote of a majority of the
Shareholders of each Fund. Both the New and Old Agreements provide for automatic
termination, without the payment of any penalty, in the event of its assignment
(as defined by the 1940 Act).
IV. DIFFERENCES BETWEEN THE OLD AGREEMENT AND THE NEW AGREEMENT
As mentioned above, the fees payable under the New Agreement are lower than
those payable to Wellington under the Old Agreement. The reduction in
sub-advisory fees will not impact the advisory fee paid by Shareholders. Under
the New Agreement, FFTW will receive 0.06% on the first $500 million of a Fund's
aggregate average daily net assets and 0.20% on such Fund's aggregate average
daily net assets in excess of $500 million. Under the Old Agreement, Wellington
received 0.075% on the first $500 million of a Fund's aggregate average daily
net assets and 0.20% on such Fund's aggregate average daily net assets in excess
of $500 million.
In addition, the Old Agreement was created in 1995 at the time of the
organization of the Trust. Since 1995, industry best practices and regulatory
requirements have evolved, as has the course of dealing between the Board and
the Adviser. The New Agreement is designed to memorialize these practices and
regulatory requirements. The following bullet points summarize the material
differences between the New Agreement and the Old Agreement:
- - Restatement and expansion of the sub-adviser's duties as investment
sub-adviser to the Funds, including specific requirements with respect to
compliance, proxy voting, recordkeeping and Board reporting;
- - Restatement and expansion of the sub-adviser's duties and obligations with
respect to Fund portfolio transactions, best execution and affiliated
brokerage transactions; and
- - Inclusion of specific representations and warranties made by the
sub-adviser to the Trust, designed to contractually obligate the
sub-adviser to do the things it is required to do by law (however, none of
these representations or warranties represent a change in conduct or
create additional duties of the sub-adviser).
The Board, on behalf of the Trust, determined after reasonable consideration
that the differences between the New and Old Agreements do not materially change
the previous arrangements that existed between Wellington and the Trust.
Furthermore, the Board believes that the differences may provide the Funds and
their Shareholders with additional protections.
V. BOARD CONSIDERATIONS IN APPROVING THE NEW SUB-ADVISORY AGREEMENT
The Proposal to present the New Agreement with FFTW to Shareholders was approved
by the Board, including the Independent Trustees, at a meeting held on May 13,
2005. The Board received materials relating to the proposed sub-advisory
agreement in advance of the meeting at which it was considered, and had the
opportunity to ask questions and request further information in connection with
such consideration. In approving the New Agreement, the Board, including the
Independent Trustees advised by independent legal counsel, considered and
concluded the following:
4
REASONS FOR SELECTING FFTW
The Board considered the Adviser's reasons for proposing the New Agreement,
including FFTW's experience advising other money market funds and similar pooled
vehicles, and the strength and experience of the FFTW money market portfolio
management team. The Board reviewed the proposal independently in the interests
of shareholders and concluded that these reasons supported its selection of
FFTW.
NATURE, QUALITY AND EXTENT OF SERVICES
The Board received and considered information regarding the nature and extent of
services provided to the Funds by Wellington under the Old Agreement and those
that would be provided to the Funds by FFTW under the New Agreement, noting that
the nature and extent of services under the Old and New Agreements were
generally similar in that Wellington and FFTW were each required to provide
day-to-day portfolio management services and comply with all Fund policies and
applicable rules and regulations. Specifically, FFTW would be responsible for
(1) managing all of the securities and other assets of the Funds, including
their purchase, retention, and disposition, in accordance with the Funds'
investment objectives, policies, and restrictions, (2) placing orders for the
purchase and sale of the Funds' securities in accordance with the Funds'
brokerage and best execution policies and all legal requirements, (3)
maintaining all required books and records, (4) providing the Funds' custodian
with daily transaction information, (5) reviewing all proxy solicitation
materials and voting proxies on behalf of the Funds, and (6) reporting to the
Adviser and the Board.
The Board considered, among other things, the background and experience of
FFTW's senior management and the expertise of, and amount of attention expected
to be given to the Funds by, FFTW's portfolio management team. The Board
reviewed the qualifications, backgrounds and responsibilities of the portfolio
managers who would be responsible for the day-to-day management of the Funds.
The Board was also provided with information pertaining to FFTW's organizational
structure, senior management, investment operations, and other relevant
information pertaining to FFTW, including a report by the Adviser's President
and Chief Investment Officer following an on-site visit to FFTW, and in-person
interviews with senior management and investment personnel. The Board also noted
that it received favorable compliance reports from the Funds' Chief Compliance
Officer and Fund counsel regarding FFTW's compliance program.
The Board concluded that it was satisfied with the nature, extent and quality of
the investment sub-advisory services anticipated to be provided to the Funds by
FFTW and that there was a reasonable basis upon which to conclude that the
quality of investment sub-advisory services to be provided by FFTW under the New
Agreement should equal or exceed the quality of similar services provided by
Wellington under the Old Agreement.
PERFORMANCE OF MONEY MARKET FUNDS ADVISED BY FFTW
The Board received and considered information regarding the other money market
funds advised by FFTW, noting that such funds advised by FFTW had no history of
any material deviation between amortized cost and market price.
INVESTMENT SUB-ADVISORY FEES
The Board considered that the proposed sub-advisory fees payable by the Adviser
to FFTW under the proposed New Agreement were lower than the sub-advisory fees
payable by the Adviser to Wellington under the Old Agreement. The Board noted,
however, that any change in the investment sub-advisory
5
fees payable to FFTW would not impact Fund Shareholders directly because those
fees are payable by the Adviser and there would be no change to the investment
advisory fee rate payable by the Funds to the Adviser. As a result of the above
considerations, the Board concluded that FFTW's proposed sub-advisory fees under
the New Agreement were reasonable.
FFTW'S PROFITABILITY
Because the engagement of FFTW is new, there is no historical profitability with
regard to its arrangements with the Funds. As a result, this factor was not
considered by the Board.
ECONOMIES OF SCALE
The Board considered the potential of both the Adviser and FFTW to experience
economies of scale as each Fund grows in size as a result of the breakpoints
contained in the sub-advisory fees, concluding that the structure would benefit
Shareholders as the Funds grow.
OTHER BENEFITS TO FFTW
The Board considered potential benefits anticipated to be received by FFTW and
its affiliates as a result of FFTW's relationship with the Funds. The Board
concluded that potential benefits to be derived by FFTW were consistent with
those generally resulting from an increase in assets under management,
specifically potential access to additional research resources and reputational
benefits, which were consistent with those generally derived by sub-advisers to
mutual funds.
OTHER BENEFITS TO THE FUNDS
The Board considered potential ancillary benefits to be received by the Funds as
a result of its sub-advisory relationship with FFTW, including potential
distribution channels available as a result of FFTW's affiliation with BNP
Paribas (described below), whose subsidiary, BNP Paribas Asset Management, Inc.,
serves as sub-adviser to another series of the Trust.
INTEREST OF FUND TRUSTEES AND OFFICERS IN THE PROPOSAL
None of the current Trustees or officers of Funds currently holds an office
with, or is employed by, FFTW.
VI. INFORMATION ABOUT FFTW
FFTW, located at 200 Park Ave., New York, NY 10166, specializes exclusively in
the management of US, International, European and Global fixed income portfolios
for institutional clients. As of December 31, 2004, the firm managed $38,554
million for 151 clients located in 42 countries and six continents. FFTW clients
are both taxable and non-taxable and include central banks, employee pension
funds, insurance companies, endowments, foundations, hospitals, corporations,
commercial banks and mutual funds for which the firm acts as a sub-adviser.
FFTW is a direct, wholly-owned subsidiary of Charter Atlantic Corporation, which
is owned by sixteen employee shareholders and one institutional shareholder, BNP
Paribas. BNP Paribas also owns BancWest Corporation, which, in turn, owns First
Hawaiian Bank. The Adviser is a direct subsidiary of First Hawaiian Bank.
6
The name, address and principal occupation of the principal executive officers
of FFTW are listed below:
NAME TITLE/PRINCIPAL OCCUPATION
- ---------------- --------------------------
Stephen Casper Chief Executive Officer
Stewart Russell Co-Chief Investment Officer
Richard Williams Co-Chief Investment Officer
Robin S. Meister Chief Legal and Compliance Officer
Cathy McQuillen Chief Financial Officer
The address for each of the above individuals is c/o Fischer Francis Trees &
Watts, Inc., 200 Park Ave., New York, NY 10166.
None of the Trustees have purchased or sold any securities of FFTW.
VII. BOARD RECOMMENDATION
At the Quarterly Meeting of the Board on May 13, 2005, the Board, including all
of the Independent Trustees, unanimously: (a) concluded that terms of the New
Agreement are fair and reasonable; (b) concluded that the FFTW's fees are
reasonable in light of the services that FFTW will provide to the Funds; and (c)
agreed to approve the New Agreement for an initial term of two years and to
recommend the approval of the New Agreement to Shareholders. During its review
of materials, the Board did not identify any single piece of information that
was all-important, controlling or determinative of its decision.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL TO APPROVE THE
NEW AGREEMENT.
7
ADDITIONAL INFORMATION
I. OTHER SERVICE PROVIDERS
ADMINISTRATOR. SEI Investments Global Funds Services (the "Administrator"), One
Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as the Funds'
administrator pursuant to an administrative agreement between the Trust, on the
Funds' behalf, and the Administrator. The Administrator is entitled to a fee,
calculated daily and paid monthly, at an annual rate of 0.20% of average daily
net assets of each Fund. For the most recent fiscal year ended December 30,
2004, the Bishop Street Money Market Fund paid $459,733 to the Administrator for
services rendered and the Bishop Street Treasury Money Market Fund paid $486,270
to the Administrator for services rendered.
DISTRIBUTOR. SEI Investments Distribution Co. (the "Distributor"), One Freedom
Valley Drive, Oaks, Pennsylvania 19456, an affiliate of the Adviser, serves as
the distributor of the Funds' shares pursuant to a distribution agreement
between the Trust, on the Funds' behalf, and the Distributor. The Distributor
receives no compensation for distributing Fund shares.
II. BENEFICIAL OWNERSHIP INFORMATION
As of June 17, 2005, the following persons were the only persons who were record
owners or, to the knowledge of the Trust, were beneficial owners of 5% or more
of the shares of the Funds.
NAME AND ADDRESS OF
SHAREHOLDER NUMBER OF SHARES PERCENTAGE OF SHARES OWNED
- ---------------------------- --------------------------------------------------- --------------------------
BISHOP STREET MONEY MARKET FUND - CLASS I
SEI Trust Company 150,226,975.22 94.96
c/o First Hawaiian Bank
Attn Mutual Funds
One Freedom Valley Dr.
Oaks, PA. 19456
BISHOP STREET MONEY MARKET FUND - CLASS A
Fiserv Securities Inc 28,696,629.28 99.92
Attn Cash Sweeps Dept
One Commerce Sq 15th Fl
2005 Market St
Philadelphia, PA 19103-7042
BISHOP STREET TREASURY MONEY MARKET FUND - CLASS I
SEI Trust Company 255,182,754.91 99.78
c/o First Hawaiian Bank
Attn Mutual Funds
One Freedom Valley Dr
Oaks, PA. 19456
As of June 17, 2005, no Trustee or officer of the Funds owned beneficially more
than 1% of either Fund's outstanding shares.
8
III. SHAREHOLDERS SHARING THE SAME ADDRESS
If two or more Shareholders share the same address, only one copy of this proxy
statement is being delivered to that address, unless the Trust has received
contrary instructions from one or more of the Shareholders at that shared
address. Upon written or oral request, the Trust will deliver promptly a
separate copy of this proxy statement to a Shareholder at a shared address.
Please note that each Shareholder will receive a separate proxy card, regardless
of whether he or she resides at a shared address. Please call 1-800-262-9565 or
forward a written request to the Trust c/o SEI Investments Distribution Co., One
Freedom Valley Drive, Oaks, Pennsylvania 19456 if you would like to (1) receive
a separate copy of this proxy statement; (2) receive your annual reports or
proxy statements separately in the future; or (3) request delivery of a single
copy of annual reports or proxy statements if you are currently receiving
multiple copies at a shared address.
IV. PAYMENT OF EXPENSES
The Adviser will pay all expenses incurred in the preparation, printing and
mailing of this proxy statement and its enclosures and all solicitations,
including telephone voting. The Funds will not incur any of these expenses.
V. OTHER BUSINESS
The Board does not intend to present any other business at the Special Meeting.
If any other matter may properly come before the Special Meeting, or any
adjournment thereof, the persons named in the accompanying proxy card(s) intend
to vote, act, or consent thereunder in accordance with their best judgment at
that time on such matters. No annual or other special meeting is currently
scheduled for the Trust. Mere submission of a shareholder proposal does not
guarantee the inclusion of the proposal in the proxy statement or presentation
of the proposal at the Special Meeting because inclusion and presentation are
subject to compliance with certain federal regulations.
VI. SHAREHOLDER PROPOSALS
The Trust is not required to hold annual shareholder meetings. Shareholders
wishing to submit proposals for inclusion or presentation in a proxy statement
for a future meeting should send their written proposals to the Secretary of the
Trust c/o SEI Investments Distribution Co., One Freedom Valley Drive, Oaks,
Pennsylvania 19456. Shareholder proposals must be received by the Trust within a
reasonable time before any such meeting in order for the proposals to be
considered.
VII. COMMUNICATIONS WITH THE BOARD
Shareholders wishing to submit written communications to the Board should send
their communications to Bishop Street Funds, c/o SEI Investments Distribution
Co., One Freedom Valley Drive, Oaks, Pennsylvania 19456. Any such communications
received will be reviewed by the Board at its next regularly scheduled meeting.
VIII. ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS
The Annual Report of the Trust for the fiscal year ended December 31, 2004 is
available upon request. The Annual Report may be obtained by written request to
the Trust at the address listed above, or by telephoning 1-800-262-9565.
9
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG
WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE SHOULD YOU
PREFER TO VOTE BY ONE OF THOSE METHODS.
10
EXHIBIT A
BISHOP STREET FUNDS
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this 1st day of July, 2005 between Bishop Street Funds (the
"Trust"), Bishop Street Capital Management (the "Adviser") and Fischer Francis
Trees & Watts, Inc. (the "Sub-Adviser").
WHEREAS, Bishop Street Funds, a Massachusetts business trust (the
"Trust"), is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated March 31, 1999 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser acts as investment adviser to the series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Money Market Fund and Treasury Money
Market Fund (each a "Fund" and together, the "Funds"), and the Sub-Adviser is
willing to render such investment advisory services.
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Adviser shall manage on a discretionary
basis all of the securities and other assets of the Funds entrusted to it
hereunder (the "Assets"), including the purchase, retention and
disposition of the Assets, in accordance with the Funds' investment
objectives, policies and restrictions as stated in the Funds'
prospectus(es) and statements of additional information, as currently in
effect and as amended or supplemented from time to time (referred to
collectively as the "Prospectuses"), and subject to the following:
(a) The Sub-Adviser shall, in consultation with and subject to the direction
of the Adviser, determine from time to time what Assets will be purchased,
retained or sold by the Funds, and what portion of the Assets will be
invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement, the
Sub-Adviser may delegate some or all of the performance of the services to
its subsidiaries or affiliates. The Sub-Adviser will, however, remain
responsible to the Adviser for any such delegated functions.
(c) In the performance of its duties and obligations under this Agreement, the
Sub-Adviser shall act in conformity with the Trust's Declaration of Trust
(as defined herein), the Prospectuses, and with the written instructions
and directions of the Adviser and of the
1
Board of Trustees of the Trust received from time to time, and will
conform to and comply with the requirements of the 1940 Act, the Internal
Revenue Code of 1986 (the "Code"), and all other applicable federal and
state laws and regulations, as each is amended from time to time.
(d) The Sub-Adviser shall determine the Assets to be purchased or sold by the
Funds as provided in subparagraph (a) and will place orders with or
through such persons, brokers or dealers to carry out the policy with
respect to brokerage set forth in the Funds' Registration Statement (as
defined herein) and Prospectuses or as the Board of Trustees or the
Adviser may direct in writing from time to time, in conformity with all
federal securities laws. Additionally, the Sub-Adviser is authorized to
execute agreements as agent for the Funds with brokers or dealers
necessary to carry out its duties under this Agreement. In executing Fund
transactions and selecting brokers or dealers, the Sub-Adviser will use
its best efforts to seek on behalf of the Funds the best overall terms
available. In assessing the best overall terms available for any
transaction, the Sub-Adviser shall consider all factors that it deems
relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the
broker or dealer, and the reasonableness of the commission, if any, both
for the specific transaction and on a continuing basis. In evaluating the
best overall terms available, and in selecting the broker-dealer to
execute a particular transaction, the Sub-Adviser may also consider the
brokerage and research services provided (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934 (the "Exchange
Act")). Consistent with any guidelines established by the Board of
Trustees of the Trust and Section 28(e) of the Exchange Act, the
Sub-Adviser is authorized to pay to a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for a Fund which is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction
if, but only if, the Sub-Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer -- viewed in terms of
that particular transaction or in terms of the overall responsibilities of
the Sub-Adviser to its discretionary clients, including the Funds. In
addition, the Sub-Adviser is authorized to allocate purchase and sale
orders for securities to brokers or dealers (including brokers and dealers
that are affiliated with the Adviser, Sub-Adviser or the Trust's principal
underwriter) and to take into account the sale of shares of the Trust if
the Sub-Adviser believes that the quality of the transaction and the
commission are comparable to what they would be with other qualified
firms. In no instance, however, will the Funds' Assets be purchased from
or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or
any affiliated person of either the Trust, Adviser, the Sub-Adviser or the
principal underwriter, acting as principal in the transaction, except to
the extent permitted by the Securities and Exchange Commission ("SEC") and
the 1940 Act.
(e) The Sub-Adviser shall maintain all books and records with respect to
transactions involving the Assets required by subparagraphs (b)(5), (6),
(7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940
Act. The Sub-Adviser shall provide to the Adviser or the Board of Trustees
such periodic and special reports, balance sheets or
2
financial information, and such other information with regard to its
affairs as the Adviser or Board of Trustees may reasonably request.
The Sub-Adviser shall keep the books and records relating to the Assets
required to be maintained by the Sub-Adviser under this Agreement and
shall timely furnish to the Adviser all information relating to the
Sub-Adviser's services under this Agreement needed by the Adviser to keep
the other books and records of the Fund required by Rule 31a-1 under the
1940 Act. The Sub-Adviser shall also furnish to the Adviser any other
information relating to the Assets that is required to be filed by the
Adviser or the Trust with the SEC or sent to shareholders under the 1940
Act (including the rules adopted thereunder) or any exemptive or other
relief that the Adviser or the Trust obtains from the SEC. The Sub-Adviser
agrees that all records that it maintains on behalf of the Funds are
property of the Funds and the Sub-Adviser will surrender promptly to the
Funds any of such records upon the Funds' request; provided, however, that
the Sub-Adviser may retain a copy of such records. In addition, for the
duration of this Agreement, the Sub-Adviser shall preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any such records as are
required to be maintained by it pursuant to this Agreement, and shall
transfer said records to any successor sub-adviser upon the termination of
this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(f) The Sub-Adviser shall provide the Funds' custodian on each business day
with information relating to all transactions concerning the Funds' Assets
and shall provide the Adviser with such information upon request of the
Adviser. The Adviser has obtained the agreement of the Funds' custodian to
act in accordance with the instructions of the Sub-Adviser.
(g) The investment management services provided by the Sub-Adviser under this
Agreement are not to be deemed exclusive and the Sub-Adviser shall be free
to render similar or different services to others, as long as such
services do not impair the services rendered to the Adviser or the Trust.
Nothing in this Agreement shall limit or restrict the Sub-Adviser or any
of its officers, employees, affiliates, or subsidiaries from buying,
selling, or trading in any securities for its or their own account or
accounts in compliance with applicable federal securities laws as well as
the Sub-Adviser's Code of Ethics. The Trust and the Adviser acknowledge
that the Sub-Adviser and its officers, employees, affiliates, or
subsidiaries and its other clients may at any time have, acquire,
increase, decrease, or dispose of positions in investments that are at the
same time being acquired or disposed of for the accounts of the Funds in a
manner consistent with the Sub-Adviser's Code of Ethics. The Sub-Adviser
will have no obligation to acquire for the Funds a position in any
investment that the Sub-Adviser, its officers, employees, affiliates, or
subsidiaries may acquire for its or their own accounts or for the account
of another client, if in the sole discretion of the Sub-Adviser, it is not
feasible or desirable to acquire a position in such investment for the
accounts of the Funds.
3
(h) The Sub-Adviser shall as soon as reasonably practicable notify the Adviser
of any financial condition that is likely to impair the Sub-Adviser's
ability to fulfill its commitment under this Agreement.
(i) The Sub-Adviser shall review all proxy solicitation materials and be
responsible for voting and handling all proxies in relation to the
securities held as Assets in the Funds. The Adviser shall instruct the
custodian and other parties providing services to the Funds to promptly
forward misdirected proxies to the Sub-Adviser.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Funds pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of
its duties under this Agreement; provided, however, that in connection
with its management of the Assets, nothing herein shall be construed to
relieve the Sub-Adviser of responsibility for compliance with the Trust's
Declaration of Trust (as defined herein), the Prospectuses, the written
instructions and directions of the Board of Trustees of the Trust, the
requirements of the 1940 Act, the Code, and all other applicable federal
and state laws and regulations, as each is amended from time to time.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
properly certified or authenticated copies of each of the following
documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement
and Declaration of Trust, as in effect on the date of this Agreement and
as amended from time to time, herein called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws"); and
(c) Prospectuses.
The Adviser agrees to promptly furnish the Sub-Adviser with copies of any
changes, amendments or other modifications made to the Declaration of
Trust, the By-Laws, the Prospectuses, the Investment Guidelines or any
other document relating to the Sub-Adviser's services hereunder.
4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the
Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in the Schedule which
is attached hereto and made part of this Agreement. The fee will be
calculated based on the average daily value of the Assets under the
Sub-Adviser's management and will be paid to the Sub-Adviser monthly.
Except as may otherwise be prohibited by law or regulation (including any
then current SEC staff interpretation), the Sub-Adviser may, in its
discretion and from time to time, waive a portion of its fee.
4
5. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees and other related expenses)
howsoever arising from or in connection with the performance of the
Sub-Adviser's obligations under this Agreement; provided, however, that
the Sub-Adviser's obligation under this Section 5 shall be reduced to the
extent that the claim against, or the loss, liability or damage
experienced by the Adviser, is caused by or is otherwise directly related
to the Adviser's own willful misfeasance, bad faith or negligence, or to
the reckless disregard of its duties under this Agreement.
The Adviser shall indemnify and hold harmless the Sub-Adviser from and
against any and all claims, losses, liabilities or damages (including
reasonable attorney's fees and other related expenses) howsoever arising
from or in connection with the performance of the Adviser's obligations
under this Agreement; provided, however, that the Adviser's obligation
under this Section 5 shall be reduced to the extent that the claim
against, or the loss, liability or damage experienced by the Sub-Adviser,
is caused by or is otherwise directly related to the Sub-Adviser's own
willful misfeasance, bad faith or negligence, or to the reckless disregard
of its duties under this Agreement.
6. DURATION AND TERMINATION. This Agreement shall become effective with
respect to each Fund upon approval by holders of a majority of the
outstanding voting securities of such Fund.
This Agreement shall continue in effect for a period of more than two
years from the date hereof, only so long as such continuance is
specifically approved at least annually in conformance with the 1940 Act;
provided, however, that this Agreement may be terminated (a) by each Fund
at any time, without the payment of any penalty, by the vote of a majority
of Trustees of the Trust or by the vote of a majority of the outstanding
voting securities of the Fund, (b) by the Adviser at any time, without the
payment of any penalty, on not more than 60 days' nor less than 30 days'
written notice to the Sub-Adviser, or (c) by the Sub-Adviser at any time,
without the payment of any penalty, on 90 days' written notice to the
Adviser.
This Agreement shall terminate automatically and immediately in the event
of its assignment, or in the event of a termination of the Advisory
Agreement with the Trust. As used in this Section 6, the terms
"assignment" and "vote of holders of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940 Act
and the rules and regulations thereunder, subject to such exceptions as
may be granted by the SEC under the 1940 Act.
7. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
8. SEVERABILITY. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
5
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors.
9. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid addressed by the party giving
notice to the other party at the last address furnished by the other
party:
To the Adviser at: Bishop Street Capital Management
999 Bishop Street, 28th Floor
Honolulu, HI 96813
To the Sub-Adviser at: Fischer Francis Trees & Watts, Inc.
200 Park Avenue, 46th Floor
New York, NY 10166
Attention: Robin S. Meister, Managing Director
10. ANTI MONEY LAUNDERING. The Adviser agrees to provide the Sub-Adviser with
any documentation that it may reasonably require in order to comply with
all applicable anti money laundering regulation, including but not limited
to that of the United States and the United Kingdom. In addition, the
Adviser agrees that the Sub-Adviser may provide copies of such
documentation to counterparties which they may reasonably require in order
to fulfill their anti-money laundering procedures.
11. ENTIRE AGREEMENT; AMENDMENT. This Agreement embodies the entire agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
In the event the terms of this Agreement are applicable to more than one
portfolio of the Trust (for purposes of this Section 11, each a "Fund"),
the Adviser is entering into this Agreement with the Sub-Adviser on behalf
of the respective Funds severally and not jointly, with the express
intention that the provisions contained in each numbered paragraph hereof
shall be understood as applying separately with respect to each Fund as if
contained in separate agreements between the Adviser and Sub-Adviser for
each such Fund. In the event that this Agreement is made applicable to any
additional Funds by way of a Schedule executed subsequent to the date
first indicated above, provisions of such Schedule shall be deemed to be
incorporated into this Agreement as it relates to such Fund so that, for
example, the execution date for purposes of Section 6 of this Agreement
with respect to such Fund shall be the execution date of the relevant
Schedule.
6
This Agreement may be amended in writing at any time by the mutual
agreement of the Trust, the Adviser and the Sub-Adviser.
13. MISCELLANEOUS.
(a) A copy of the Declaration of Trust is on file with the Secretary of State
of the Commonwealth of Massachusetts, and notice is hereby given that the
obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Fund or the Trust.
(b) Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of
the SEC, whether of special or general application, such provision shall
be deemed to incorporate the effect of such rule, regulation or order.
(c) The Adviser and the Fund, hereby consents to being treated by the
Sub-Adviser as a "qualified eligible person" as defined in the rules
promulgated under the United States Commodity Exchange Act (the "CEA") for
the purposes of the CEA and the regulations thereunder.
(d) The Sub-Adviser represents to the Adviser and the Funds that it is a
"registered commodity trading advisor", as such term is defined in the CEA
and the regulations promulgated thereunder and shall during the term of
this Agreement satisfy all applicable requirements of the CEA relating to
a registered commodity trading advisor.
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN
CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE CLIENTS, THIS BROCHURE OR
ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE
COMMISSION. THE COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING
IN A TRADING PROGRAM OR UPON THE ACCURACY OF COMMODITY TRADING ADVISOR
DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT
REVIEWED OR APPROVED THIS TRADING PROGRAM OR ACCOUNT DOCUMENT.
7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
BISHOP STREET FUNDS FISCHER FRANCIS TREES & WATTS, INC.
By: By:
_______________________________ _______________________________
Name: Name:
_______________________________ _______________________________
Title: Title:
_______________________________ _______________________________
BISHOP STREET CAPITAL MANAGEMENT
By:
_______________________________
Name:
______________________________
Title:
______________________________
8
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
BISHOP STREET FUNDS,
BISHOP STREET CAPITAL MANAGEMENT,
AND
FISCHER FRANCIS TREES & WATTS, INC.
COMPENSATION
Funds:
- - Money Market Fund
- - Treasury Money Market Fund
Fees:
Calculated daily and paid monthly at an annual rate of:
0.060% of the aggregate average daily net assets up to $500 million
0.020% of the aggregate average daily net assets in excess of $500 million
9
BISHOP STREET MONEY MARKET FUND
BISHOP STREET TREASURY MONEY MARKET FUND
SERIES OF
BISHOP STREET FUNDS
999 BISHOP STREET, 10TH FLOOR
HONOLULU, HAWAII 96813
FORM OF PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS DATED AUGUST 15, 2005
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints Timothy D. Barto and Philip T. Masterson as proxies and
each of them, each with full power of substitution, to vote all of the shares of
stock outstanding in the name of undersigned (the "Shares") at the Special
Meeting of Shareholders of the Bishop Street Funds' Money Market Fund and
Treasury Money Market Fund (each a "Fund" and together, the "Funds"), to be held
at the offices of SEI Investments Distribution Co., One Freedom Valley Drive,
Oaks, Pennsylvania 19456, at 2:30 p.m., Eastern Time, on August 15, 2005, and
any adjournments or postponements thereof (the "Special Meeting"); and the
undersigned hereby instructs said proxies to vote:
PROPOSAL: To approve the new investment sub-advisory agreement
between the Trust, on behalf of the Funds, Bishop Street
Capital Management, and Fischer Francis Trees & Watts, Inc.
(a form of which is attached to the Proxy Statement as
Exhibit A).
____For ____Against ____Abstain
This Proxy will, when properly executed, be voted as directed herein by the
signing Shareholder. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED "FOR" THE FOREGOING PROPOSAL and
will be voted in the appointed proxies' discretion upon such other business as
may properly come before the Special Meeting.
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the Shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: _____________________, 2005 ___________________________
Signature of Shareholder
___________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING; YOU MAY, NEVERTHELESS,
VOTE IN PERSON IF YOU DO ATTEND.
1