David W. Freese
Partner
+1.215.963.5862
david.freese@morganlewis.com
October 19, 2023
FILED AS EDGAR CORRESPONDENCE
David P. Matthews, Esq .
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Form N-14 Filing for Bishop Street Funds (File No. 333-274501)
Dear Mr. Matthews:
On behalf of our client, Bishop Street Funds (the “Trust”), this letter responds to the comment you provided on behalf of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) regarding the Trust’s registration statement on Form N-14 (the “Registration Statement”), filed on September 13, 2023, with respect to the reorganization (the “Reorganization”) of the Hawaii Municipal Fund (the “Target Fund”), a series of Lee Financial Mutual Fund, Inc. (the “Target Company”), into the Hawaii Municipal Bond Fund (the “Acquiring Fund”, and together with the Target Fund, the “Funds”), a series of the Trust.
Below, we have briefly summarized your comment and provided a response based on information provided by the Target Fund. Capitalized terms not defined herein should be given the meaning provided in the Registration Statement.
| 1. | Comment. The Staff refers to the Trust’s response to Comment 19 in the Trust’s prior Correspondence, filed on October 13, 2023, which states that broker non-votes will be counted as present for purposes of establishing quorum at the Meeting. It is the Staff’s position that broker non-votes may not be counted as establishing quorum for a meeting where only non-routine proposals are submitted to shareholders. Please remove references to broker non-votes being counted as establishing quorum. |
| Response. In response to this Comment, the referenced disclosure has been revised as follows: |
|
Morgan, Lewis & Bockius llp
1701 Market Street Philadelphia, PA 19103-2921 United States |
|
+1.215.963.5000
+1.215.963.5001
David P. Matthews, Esq.
October 19, 2023
Page 2
Abstentions
[and broker non votes]
will be counted for purposes of determining whether a quorum is present at the
Meeting. Abstentions and broker non votes
will have the same effect as a vote “AGAINST” the Proposal because
an absolute percentage of affirmative votes is required to approve the Proposal.
Broker
non votes are proxies
from brokers or nominees
that indicate that they
have not received
voting instructions from the beneficial
owner or other
person entitled
to vote shares
on a particular matter for which the
brokers or nominees
do not have discretionary authority to vote,
such as the Proposal. A broker
non vote occurs when
a broker has not received
voting instructions from a shareholder
and is barred from voting the shares
without shareholder
instructions because the
proposal is non routine. The
Proposal is considered
“non routine” for purposes
of determining
broker non votes.—It
is the Funds' understanding
that because broker
dealers, in
the absence
of specific authorization from their
customers, will not have discretionary
authority to vote any shares
held beneficially
by their customers
on the single matter
expected
to be presented
at the Meeting
there are
unlikely to be
any broker non votes
at the Meeting.
Broker non-votes are inapplicable for this Meeting because shareholders are being asked to approve a non-routine proposal for which brokers or nominees do not have discretionary voting power.
* * * * * * * * * * * *
If you have any questions, need any additional information or would like any clarification, please contact me at (215) 963-5862.
| Sincerely, | |
| /s/ David W. Freese | |
| David W. Freese |
cc: Michael Beattie, President, Bishop Street Funds