1701 Market Street Morgan, Lewis
Philadelphia, PA 19103-2921 & Bockius LLP
Tel.: 215.963.5000 Counselors at Law
Fax: 215.963.5001
David W. Freese
215.963.5862
dfeese@morganlewis.com
September 18, 2013
Mr. Vincent DiStefano, Esq.
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Bishop Street Funds (the "Registrant")(File Nos. 033-80514 and
811-08572)
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Dear Mr. DiStefano:
We are writing to respond to the oral comments we received from you on September
9, 2013 regarding the Registrant's preliminary proxy statement on Schedule 14A,
which was filed with the U.S. Securities and Exchange Commission ("SEC") on
behalf of the Bishop Street Strategic Growth Fund (the "Fund"), a series of the
Registrant, pursuant to the Securities Exchange Act of 1934, as amended, and the
Investment Company Act of 1940, as amended, on August 26, 2013. The following
summarizes the SEC staff's comments and provides our responses to these
comments. Unless otherwise noted, capitalized terms have the same meaning as
given in the Registrant's preliminary proxy statement. Requested changes have
been made throughout the proxy statement where applicable.
1. COMMENT. In the second sentence of the Answer under the Question "What
happens if the Proposal is not approved by shareholders of the Fund?" in
the document entitled "Important News for Shareholders," please describe
the actions that may be taken by BSCM and the Board if the Proposal is not
approved for the Fund.
RESPONSE. The requested change has been made.
2. COMMENT. Under the heading "Description of the Proposal" in the proxy
statement, please provide a summary of BNP's proprietary large cap growth
strategy so that shareholders of the Fund may compare it to Columbia's
proprietary select large cap growth strategy.
RESPONSE. The requested change has been made.
3. COMMENT. In accordance with Item 2 of Schedule 14A, please clarify under
the heading "Voting Authority of BSCM Affiliate" in the proxy statement
whether an FHB Client has the power to revoke the proxy voting authority it
has delegated to FHB.
RESPONSE. The following disclosure has been added to the first paragraph of
this section:
Pursuant to the terms of [their investment advisory agreements and
trust instruments to which FHB is a party], FHB Clients generally do
not retain the right to revoke the proxy voting authority they have
delegated to FHB.
* * * * * * * * * * * *
I hereby acknowledge on behalf of the Registrant that: (i) the Registrant is
responsible for the adequacy and accuracy of the disclosure in its proxy
materials; (ii) SEC staff comments or changes to disclosure in response to staff
comments in the proxy materials reviewed by the staff do not foreclose the SEC
from taking any action with respect to the proxy materials; and (iii) if, to the
Registrant's knowledge, an inquiry or investigation is currently pending or
threatened by the SEC and if the SEC subsequently, in order to protect its
investigative position, so requests, the Registrant will not assert SEC staff
comments with respect to the inquiry or investigation as a defense in any
proceeding initiated by the SEC under the federal securities laws of the United
States.
As indicated in the SEC's June 24, 2004 release regarding the public release of
comment letters and responses, you are requesting such acknowledgements from all
companies whose filings are being reviewed and that this request and these
acknowledgements should not be construed as suggesting that there is an inquiry
or investigation or other matter involving the Registrant.
If you have any additional questions or comments, please do not hesitate to
contact me at 215.963.5862.
Sincerely,
/s/ David W. Freese
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David W. Freese
cc: Dianne M. Descoteaux, Esq.
Timothy W. Levin, Esq.