BISHOP STREET FUNDS, DEFS14A, 1999-02-12

BISHOP STREET FUNDS
DEFS14A, 1999-02-12

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<PAGE>

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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 Pursuant to Section 240.14a-11(c) or Section
240.14a-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:

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(2) Aggregate number of securities to which transaction applies:

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / 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.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE>

BISHOP STREET FUNDS

EQUITY FUND
HIGH GRADE INCOME FUND
HAWAII MUNICIPAL BOND FUND
MONEY MARKET FUND
TREASURY MONEY MARKET FUND

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IMPORTANT SHAREHOLDER INFORMATION

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The document you hold in your hands contains your proxy statement and proxy
card(s). A proxy card(s) is, in essence, a ballot. When you vote your proxy,
it tells us how to vote on your behalf on important issues relating to the
Funds. If you simply sign the proxy card(s) without specifying a vote, your
shares will be voted in accordance with the recommendations of the Board of
Trustees.

We urge you to spend a few minutes with the proxy statement, fill out your proxy
card(s), and return it to us. Voting your proxy, and doing so promptly, ensures
that the Funds will not need to conduct additional mailings. When you do not
return your proxy, we have to pay for follow-up solicitations, which may cost
the Funds money.

Please take a few moments to exercise your right to vote. Thank you.

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<PAGE>

BISHOP STREET FUNDS

Dear Shareholder,

A Special Meeting of the shareholders of Bishop Street Funds has been scheduled
for March 31, 1999. If you were a shareholder of record as of the close of
business on January 5, 1999, you are entitled to vote at the meeting or any
adjournment of the meeting.

Whether or not you plan to attend the meeting, we need your vote. While you
are, of course, welcome to join us at the meeting, most shareholders will cast
their vote by filling out and signing a proxy card(s). Please mark, sign, and
date the enclosed proxy card(s) and return it promptly in the enclosed envelope
so that the maximum number of shares may be voted.

The attached proxy statement is designed to give you information relating to the
proposals. We encourage you to support the Trustees' recommendations. The
proposals described in the proxy statement relate to the following matters:

1. CONSIDERATION AND ELECTION OF A BOARD OF TRUSTEES.

2. APPROVAL OF AN INVESTMENT ADVISORY AGREEMENT BETWEEN FIRST HAWAIIAN
BANK AND THE TRUST.

3. APPROVAL OF A SUB-ADVISORY AGREEMENT BETWEEN WELLINGTON MANAGEMENT
COMPANY, LLP AND FIRST HAWAIIAN BANK, RELATING TO THE MONEY MARKET
FUND AND TREASURY MONEY MARKET FUND.

Your vote is important to us. Please do not hesitate to call 1-800-262-9565 if
you have any questions about the proposals under consideration. Thank you for
taking the time to consider these important proposals and for your investment in
the Funds.

Sincerely,

/s/ Robert A. Nesher
- ----------------------------------------
Robert A. Nesher
President and Chairman of the Board

<PAGE>

BISHOP STREET FUNDS
C/O SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PENNSYLVANIA 19456

Notice of Special Meeting of Shareholders
March 31, 1999

The enclosed proxies are solicited by the Board of Trustees of Bishop Street
Funds (the Trust) for use at the Special Meeting of Shareholders of the Trust to
be held at the offices of SEI Investments Distribution Co. (SEI), One Freedom
Valley Drive, Oaks, Pennsylvania 19456, on Wednesday, March 31, 1999, at 2:00
p.m., Eastern time (the Meeting), and at any adjournment thereof. Shareholders
of record at the close of business on January 5, 1999 (the Record Date) are
entitled to vote at the Meeting or any adjourned session. These proxy materials
are first being made available to shareholders on or about February 11, 1999.

The primary purpose of the Special Meeting is to elect a new Board of Trustees.
The other major purpose of the Special Meeting is to permit each Fund's
Shareholders to consider a new Investment Advisory Agreement and, with regard to
the Money Market Fund and Treasury Money Market Fund, a new Sub-Advisory
Agreement in light of the possible termination of these agreements due to a
merger transaction involving BancWest Corporation and First Hawaiian, Inc., the
parent company of the Fund's adviser. It is proposed that First Hawaiian Bank
(the Adviser), remain the investment adviser to the Funds, and that Wellington
Management Company, LLP (the Sub-Adviser) remain the sub-adviser to the Money
Market Fund and Treasury Money Market Fund. The new Investment Advisory
Agreement and Sub-Advisory Agreement are identical to the Funds' current
Investment Advisory Agreement and Sub-Advisory Agreement, except for the dates
of execution, effectiveness and initial term.

The shares of the Trust are divided into five series: Equity Fund, Hawaii
Municipal Bond Fund, High Grade Income Fund, Money Market Fund and Treasury
Money Market Fund, (each a Fund and, together, the Funds). The Institutional
Equity Fund and Institutional High Grade Income Fund are newly established funds
created for inclusion in the Trust. However, these Funds are not yet open to
shareholder investment and therefore will not participate in the voting of this
proxy. If you own shares of more than one Fund, you should sign and return a
proxy card for each Fund of which you are a shareholder; for example, if you own
shares of the Equity Fund and shares of the Money Market Fund, you should sign
and return the enclosed proxy cards for each of those Funds. A DIFFERENT PROXY
CARD IS ENCLOSED FOR EACH FUND IN WHICH YOU ARE A SHAREHOLDER. YOU SHOULD SIGN
AND RETURN EACH OF THE CARDS.

THE ENCLOSED PROXY CARDS (PROXY) PERMITS SHAREHOLDERS OF THE TRUST TO VOTE FOR
(OR WITHHOLD AUTHORITY TO VOTE FOR) ALL OF THE NOMINEES FOR THE BOARD OF
TRUSTEES OF THE TRUST BY CHECKING A SINGLE BOX, OR TO VOTE FOR (OR WITHHOLD
AUTHORITY TO VOTE FOR) INDIVIDUAL NOMINEES.

<PAGE>

Shares represented by duly executed proxies will be voted in accordance with
the specification made. If no specification is made, shares will be voted in
accordance with the recommendations of the Board of Trustees. You may revoke
a proxy at any time before it is exercised by sending or delivering a written
revocation to the Secretary of the Trust (which will be effective when it is
received by the Secretary), by properly executing a later-dated proxy, or by
attending the Meeting, requesting return of your proxy, and voting in person.

THE TRUST WILL FURNISH TO YOU UPON REQUEST, WITHOUT CHARGE, A COPY OF THE ANNUAL
REPORT FOR ANY FUND FOR THE FUND'S MOST RECENT FISCAL YEAR AND A COPY OF ANY
FUND'S SEMI-ANNUAL REPORT FOR ANY SUBSEQUENT SEMI-ANNUAL PERIOD. PLEASE DIRECT
ANY SUCH REQUESTS BY TELEPHONE TO THE TRUST AT 1-800-262-9565 OR BY WRITING TO
THE TRUST C/O SEI INVESTMENTS DISTRIBUTION CO., ONE FREEDOM VALLEY DRIVE, OAKS,
PENNSYLVANIA 19456.

In accordance with their own discretion, the proxies are authorized to vote on
such other business as may properly come before the Meeting.

BY ORDER OF THE BOARD OF TRUSTEES

/s/ John H. Grady
JOHN H. GRADY, SECRETARY

<PAGE>

BISHOP STREET FUNDS
C/O SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PENNSYLVANIA 19456

PROXY STATEMENT

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 of the Trust to be held on March 31, 1999, at
2:00 p.m., Eastern time, at the offices of SEI Investments Distribution Co.
(SEI), One Freedom Valley Drive, Oaks, Pennsylvania 19456, and at any adjourned
session thereof (such meeting and any adjournments thereof are hereinafter
referred to as the Meeting).

Shareholders of the Funds of record at the close of business on January 5, 1999,
(the Record Date) are the only Shareholders entitled to vote at the Meeting (the
Shareholders). The table below sets forth the number of shares issued and
outstanding as of January 5, 1999:

Fund Shares Outstanding
- ---- ------------------
<S> <C>
Equity Fund 6,667,849.09
------------------
High Grade Income Fund 2,402,635.38
------------------
Hawaii Municipal Bond Fund 3,320,865.51
------------------
Money Market Fund 273,180,234.05
------------------
Treasury Money Market Fund 278,506,041.38
------------------
</TABLE>

Each whole Share held entitles the holder of record to one vote for each dollar
(carried forward to two decimal places) of net asset value of such Share as of
the close of business on the record date, and each fractional Share held shall
be entitled to a proportionate fractional vote, on the matter to be acted upon
at the Meeting.

In addition to the solicitation of proxies by mail, officers and employees of
SEI may solicit proxies in person or by telephone. Employees of SEI will not
be paid for their solicitation activities. Persons holding shares as nominees
will, upon request, be reimbursed for their reasonable expenses incurred in
sending soliciting materials to their principals. The cost of solicitation will
be borne by the Trust. This Proxy Statement is being mailed to Shareholders on
or about February 11, 1999.

Shares represented by duly executed Proxies will be voted in accordance with the
instructions given. Proxies may be revoked at any time by a Shareholder before
they are exercised by a written revocation received by the Secretary of the
Trust at SEI Investments Distribution Co., One Freedom Valley Drive, Oaks,
Pennsylvania 19456, by properly executing a later-dated proxy, or by attending
the Meeting and voting in person.

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<PAGE>

SHAREHOLDERS ARE REMINDED TO COMPLETE, SIGN AND RETURN THE PROXY CARD(S) TO THE
TRUST.

1. PROPOSAL TO ELECT A NEW BOARD OF TRUSTEES

The Board of Trustees, including all of the Trustees who are not "interested
persons," after due consideration, unanimously approved each nominee to serve as
a member of the Board of Trustees, subject to shareholder approval. In
considering the nominees for election as Trustees of the Trust, the Trustees
took into account the qualifications of each of the nominees and the concern for
the continued efficient conduct of the Trust's business. Messrs. Carlbom,
Huffman, Kimura, Sylvester and Mme. Tsunoda are not "interested persons" of the
Trust or First Hawaiian Bank (as defined in the Investment Company Act of
1940 (1940 Act)).

Upon their election and qualification, the nominees listed below will constitute
the entire Board of Trustees of the Trust. Under Massachusetts law, a trust
registered under the 1940 Act is not required to hold annual meetings. The Trust
has availed itself of this provision, and will achieve cost savings by
eliminating printing costs, mailing charges and other expenses involved in
routine annual meetings. Because the Trust does not hold regular annual
Shareholder meetings, each nominee, if elected, will hold office until his or
her successor is elected and qualified.

The Board of Trustees of the Trust may call special meetings of shareholders for
action by shareholder vote as may be required by the 1940 Act or required or
permitted by the Declaration of Trust and By-Laws of the Trust. In compliance
with the 1940 Act, shareholder meetings will be held to elect Trustees whenever
fewer than a majority of the Trustees holding office have been elected by the
shareholders or, if necessary in the case of filling vacancies, to assure that
at least two-thirds of the Trustees holding office after vacancies are filled
have been elected by shareholders. The Trust also may hold shareholder meetings
to approve changes in investment policy, a new investment advisory agreement or
other matters requiring shareholder action under the 1940 Act.

The persons named in the accompanying Proxy intend, in the absence of contrary
instructions, to vote all Proxies in favor of the election of each nominee. A
Shareholder may vote for or against any or all of the nominees. If you return
an executed Proxy, but give no voting instructions, your shares will be voted
FOR all nominees named herein for Trustees. All of the nominees have consented
to being named in this Proxy Statement and to serve if elected. The Trust knows
of no reason why any nominee would be unable or unwilling to serve if elected.
Should any of the nominees become unable or unwilling to accept nomination or
election prior to the Meeting, the persons named in the Proxy will exercise
their voting power to vote for such substitute person or persons as the current
Board of Trustees of the Trust may recommend.

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<PAGE>

THE NOMINEES

The following information is provided for each of the nominees. It includes the
nominee's name, amount of shares of each Fund beneficially owned, principal
occupation(s) or employment during the past five years, and directorships with
other companies which file reports periodically with the Securities and Exchange
Commission.

Name DOB Shares Owned** Principal Occupation; Directorships
---- --- -------------- -----------------------------------
<S> <C> <C> <C>
Martin Anderson* 11/16/23 Equity Fund: 890.50 Attorney, Goodsill Anderson Quinn & Stifel since
1951; Trustee, Bishop Street Funds since 1994.

Charles E. Carlbom 8/20/34 0 President and CEO, United Grocers Inc. since 1997;
President and CEO, Western Family Food Inc. - Western
Family Holding Inc. (1982-1997).

Philip H. Ching* 01/11/31 0 Vice Chairman, First Hawaiian Bank (1968-1996);
Trustee, Bishop Street Funds since 1994.

James L. Huffman 03/25/45 0 Dean and Professor, Lewis & Clark Law School since
1973.

Shunichi Kimura 03/15/30 Equity Fund: 80.41 Judge, State of Hawaii Judiciary (1974-1994);
High Grade Income Fund: Trustee, Bishop Street Funds since 1995.
103.69
Hawaii Municipal Bond Fund:
1,949.85
Money Market Fund: 1,039.91
Treasury Money Market Fund:
1,041.91

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<PAGE>

Robert A. Nesher* 08/17/46 0 Director and Executive Vice President of the
Administrator and the Distributor (1981-1994);
Trustee of The Advisors' Inner Circle Fund, The Arbor
Fund, Bishop Street Funds (since 1998), Boston 1784
Funds-Registered Trademark-, The Expedition Funds,
Oak Associates Funds, Pillar Funds, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Institutional
International Trust, SEI Liquid Asset Trust and SEI
Tax Exempt Trust.

William S. Richardson* 12/22/19 Hawaii Municipal Bond Fund: Trustee, Bishop Street Funds since 1994.
458.77

Peter F. Sansevero* 01/06/33 0 Regional Director of the Northwestern Region and
First Vice President, Merrill Lynch (1958-1997).

Manuel R. Sylvester 06/20/30 Money Market Fund: 1,039.91 Managing Partner, Coopers & Lybrand L.L.P. (1978-
1992); Executive Partner, Coopers & Lybrand L.L.P.
(1992); Trustee, Bishop Street Funds since 1994.

Joyce S. Tsunoda 01/01/38 High Grade Income Fund: Chancellor, Hawaii Community College since 1983;
659.99 Senior Vice President, University of Hawaii System
since 1989; Trustee, Bishop Street Funds since 1994.
</TABLE>

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* Messrs. Anderson, Ching, Nesher, Richardson and Sansevero will be
"interested persons" of the Trust as defined by the 1940 Act.
** Shares beneficially owned directly or indirectly as of January 5, 1999.

The Trustees and Officers of the Trust own less than 1% of the outstanding
shares of the Trust. The Trust pays no fees to Mr. Nesher.

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<PAGE>

MEETINGS OF THE BOARD OF TRUSTEES

There were four regular meetings of the Board of Trustees held during the fiscal
year ended December 31, 1998. All current Trustees attended at least 75% of the
meetings of the Board of Trustees held during such fiscal year.

The Board of Trustees has an Audit Committee consisting of the Trustees who are
not "interested persons" of the Trust. The current members of the committee are
Messrs. Sylvester and Kimura, and Ms. Tsunoda. The function of the Audit
Committee is to advise the Board of Trustees with regard to the appointment of
the Trust's independent accountants, review and approve audit and non-audit
services of Trust's independent accountants, and meet with the Trust's financial
officers to review the conduct of accounting and internal controls. The Board
does not have standing nominating or compensation committees.

REQUIRED VOTE

IF A QUORUM IS PRESENT IN PERSON OR BY PROXY, THE FAVORABLE VOTE OF A MAJORITY
OF SHARES OF THE FUNDS, VOTING TOGETHER, REPRESENTED AT THE MEETING IS REQUIRED
TO ELECT TRUSTEES. If any nominee is not approved by the Shareholders of the
Trust, the Board will consider alternative nominations.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR EACH OF THE
NOMINEES.

2. PROPOSAL TO APPROVE AN INVESTMENT ADVISORY AGREEMENT BETWEEN FIRST HAWAIIAN
BANK AND THE TRUST.

The need to consider approval of the New Advisory Agreement is being triggered
by a change in the ownership of First Hawaiian Bank. First Hawaiian Bank serves
as investment adviser to the Funds. First Hawaiian Bank is a wholly owned
subsidiary of BancWest Corporation (formerly First Hawaiian, Inc.). As of
November 1, 1998, BancWest Corporation, formerly a wholly owned subsidiary of
Banque Nationale de Paris, merged with and into First Hawaiian, Inc. As part of
the merger, First Hawaiian, Inc. converted all shares of BancWest Corporation
into shares of First Hawaiian Inc.'s newly-issued Class A Common Stock, par
value $1.00 per share, representing 45% of the total number of shares of First
Hawaiian, Inc. outstanding after the merger. First Hawaiian, Inc. adopted the
name of BancWest Corporation in conjunction with the merger.

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<PAGE>

investment advisory fees paid by the Trust will not change. The Trustees
propose that the Shareholders of each of the Funds vote to reconfirm the
investment advisory arrangements with respect to the Funds by approving the
Trustees' selection of First Hawaiian Bank as the investment adviser of each of
the Funds.

TRUSTEES' CONSIDERATIONS

The Board of Trustees believes that the terms of the New Investment Advisory
Agreement are fair to and in the best interest of the Trust and its
Shareholders. The Board of Trustees, including all of the Non-interested
Trustees, recommends approval by Shareholders of the New Investment Advisory
Agreement. In determining to recommend that the Shareholders approve the New
Investment Advisory Agreement, the Board of Trustees took into account that,
except for the dates of execution, effectiveness and termination, there are no
differences between the terms and conditions of the Current Investment Advisory
Agreement and the proposed New Investment Advisory Agreement, including the
terms relating to the services to be provided thereunder by First Hawaiian and
the fees and expenses payable by the Funds. The Board of Trustees also
considered that the terms of the New Investment Advisory Agreement do not
contemplate a change in the investment objective or policies of the Funds, the
management or operations of First Hawaiian Bank relating to the Funds, the
personnel managing the Funds or the Shareholder services or other business
activities of the Funds. As First Hawaiian Bank has indicated to the Trustees,
the acquisition of a significant block of its stock by Banque Nationale de Paris
as part of the merger is not expected to result in any such change. The Board
also considered the skills and capabilities of First Hawaiian Bank and its
representations that no material change was planned in its current management.
There can be no assurance that such changes may not occur. If changes in the
Adviser are proposed that might affect its services to the Funds, the Trustees
will consider the effect of those changes and take such action at that time as
they deem advisable under the circumstances.

THE CURRENT INVESTMENT ADVISORY AGREEMENT

The current Investment Advisory Agreement between First Hawaiian Bank (the
Adviser) and the Trust dated as of January 27, 1995 (the Current Advisory
Agreement), was approved by the sole initial shareholder prior to the time
shares of the Funds were offered to the public. The Current Advisory Agreement
was most recently approved by the Trust's Board of Trustees, including a
majority of the Non-interested Trustees, on November 10, 1998.

Under the Current Advisory Agreement between the Adviser and the Trust on behalf
of each Fund, the Adviser, subject to the supervision of the Trustees of the
Trust and in conformity with the stated policies of each Fund, acts as
investment adviser and directs the investments of the Funds. The Adviser is
responsible for the management of each Fund's assets in accordance with such
Fund's investment objectives and policies.

First Hawaiian Bank receives investment advisory fees from each Fund equal to a
percentage of each Fund's average daily net assets. First Hawaiian Bank
voluntarily waives a portion of its investment

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<PAGE>

advisory fee. For the period ended December 31, 1998, annual advisory fees,
with and without waivers, are as follows:

<TABLE>
<CAPTION>
Advisory Fee
Advisory Fee Without Waiver
------------ --------------
<S> <C> <C>
Equity Fund 0.63% 0.74%

High Grade Income Fund 0.36% 0.55%

Hawaii Municipal Bond Fund 0.05% 0.35%

Money Market Fund 0.14% 0.30%

Treasury Money Market Fund 0.06% 0.30%
</TABLE>

For the fiscal year ended December 31, 1998, the amount of advisory fees paid by
each Fund to First Hawaiian Bank was as follows:

<TABLE>

<S> <C>
Equity Fund $488,953

High Grade Income Fund $ 93,330

Hawaii Municipal Bond Fund $ 15,261

Money Market Fund $358,707

Treasury Money Market Fund $177,077
</TABLE>

PROPOSED INVESTMENT ADVISORY AGREEMENT

Under the proposed Investment Advisory Agreement, if approved, First Hawaiian
Bank will have full responsibility for providing continuous investment advisory
services to each Fund. In accordance with each Fund's investment objective,
policies and restrictions, and subject to the general supervision of the
Trustees, First Hawaiian Bank will manage the Funds' day-to-day investment
activities, subject to its right to engage a sub-advisor with Board and
shareholder approval. First Hawaiian Bank will provide investment research and
make investment decisions concerning and place all orders for, purchases and
sales of the Funds' securities. First Hawaiian Bank will also maintain the
Funds' records relating to such purchases and sales (except with respect to the
Money Market Fund and Treasury Money Market Fund).

In consideration for the services provided and expenses assumed under the
proposed Investment Advisory Agreement, the Trust has agreed to pay First
Hawaiian Bank the same monthly fee as provided for under the Current Advisory
Agreement. The level of investment advisory fees paid by the Trust will not
change without shareholder approval. First Hawaiian Bank intends to retain

-7-
<PAGE>

Wellington Management Company, LLP as the sub-adviser to the Money Market Fund
and Treasury Money Market Fund.

If approved by Shareholders, the proposed Investment Advisory Agreement will
become effective upon the date of said approval and, unless sooner terminated,
will continue for an initial term of two years. Thereafter, it will continue
for successive one-year terms, provided that such continuation is specifically
approved at least annually (a) by the vote of a majority of those Trustees of
the Trust who are not parties to the Investment Advisory Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of each of the Funds. The Proposed
Investment Advisory Agreement may be terminated at any time without payment of
any penalty by vote of a majority of the outstanding shares of each of the Funds
on not less than 30 days' nor more than 60 days' prior written notice to the
Adviser, or by the Adviser at any time without the payment of any penalty, on 90
days' prior written notice to the Trust. The Investment Advisory Agreement will
terminate automatically and immediately in the event of its assignment.

In the event that the holders of a majority of the outstanding shares of any of
the Funds vote in the negative with respect to the approval of the Investment
Advisory Agreement, the Trustees will consider such further action as they may
determine to be in the best interests of such Funds' Shareholders.

INFORMATION ABOUT FIRST HAWAIIAN BANK AND BANCWEST CORPORATION

First Hawaiian Bank is a wholly-owned subsidiary of BancWest Corporation, a bank
holding company registered under the Bank Holding Company Act. The principal
offices of First Hawaiian Bank and BancWest Corporation are located at 999
Bishop Street, Honolulu, Hawaii 96813. BancWest Corporation owns 100% of the
voting securities of First Hawaiian Bank. Banque Nationale de Paris owns 45% of
the voting securities of BancWest Corporation. On a consolidated basis, BancWest
Corporation had assets of over $15 billion as of December 31, 1998.

The following information is provided for each principal executive officer and
director of First Hawaiian Bank. All officers and directors may be reached at
the office of First Hawaiian Bank.

DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF FIRST HAWAIIAN BANK

<TABLE>
<CAPTION>
Name Address Principal Occupation
- ---- ------- --------------------
<S> <C> <C>
Robert A. Alm, 999 Bishop Street -- 3rd Floor Executive Vice President
Executive Vice President Honolulu, HI 96813 First Hawaiian Bank

John W. A. Buyers, P.O. Box 1826 Chairman and Chief Executive Officer
Director Papaikou, HI 96781 C. Brewer & Co., Ltd.

John C. Couch, P.O. Box 3440 Director
Director Honolulu, HI 96801 Alexander & Baldwin, Inc.

-8-
<PAGE>

Gary L Caulfield, 2339 Kamehameha Highway Executive Vice President
Executive Vice President Honolulu, HI 96819 First Hawaiian Bank

Walter A. Dods, Jr., 999 Bishop Street -- 29th Floor Chairman & Chief Executive Officer
Chairman and Chief Honolulu, HI 96813 First Hawaiian Bank
Executive Officer/Director

Dr. Julia Ann Frohlich, 2043 Dillingham Boulevard President
Director Honolulu, HI 96819 Blood Bank of Hawaii

Michael K. Fujimoto, 16-166 Melekahiwa Street President
Director Keaau, HI 96749 HPM Building Supply

Paul Mullin Ganley, 999 Bishop Street -- 28th Floor Trustee
Director Honolulu, HI 96813 Estate of S.M. Damon

Anthony R. Guerrero, Jr., 999 Bishop Street -- 29th Floor Executive Vice President
Executive Vice President Honolulu, HI 96813 First Hawaiian Bank

David M. Haig, 999 Bishop Street -- 28th Floor Trustee
Director Honolulu, HI 96813 Estate of S.M. Damon

Warren H. Haruki, P.O. Box 2200 President
Director Honolulu, HI 96841 GTE Hawaiian Tel

Howard K. Hiroki, Pacific Tower, #1705 Partner (Retired)
Director 1001 Bishop Street Coopers & Lybrand LLP
Honolulu, HI 96813

John A. Hoag, 999 Bishop Street #2817 Vice Chairman (Retired)
Director Honolulu, HI 96813 First Hawaiian Bank

Donald G. Horner, 999 Bishop Street -- 29th Floor Vice Chairman
Vice Chairman Honolulu, HI 96813 First Hawaiian Bank

Thomas P. Huber, 999 Bishop Street -- 29th Floor Executive Vice President, General Counsel
Executive Vice President, Honolulu, HI 96813 and Assistant Secretary
General Counsel and First Hawaiian Bank
Assistant Secretary

David C. Hulihee, 677 Ahua Street President/Treasurer
Director Honolulu, HI 96819 Royal Contracting Co., Ltd.

Howard H. Karr, 999 Bishop Street -- 29th Floor Vice Chairman
Vice Chairman Honolulu, HI 96813 First Hawaiian Bank

Glenn A. Kaya, 1287 Kalani Street #206 President
Director Honolulu, HI 96817 Hawaii Seiyu, Ltd.

-9-
<PAGE>

Dr. Richard R. Kelley, 2375 Kuhio Avenue Chairman
Director Honolulu, HI 96815 Outrigger Enterprises, Inc.

Bert T. Kobayashi, Jr., 999 Bishop Street -- 26th Floor Principal
Director Honolulu, HI 96813 Kobayashi, Sugita & Goda

Dr. Richard T. Mamiya, 1380 Lusitana #710 Heart Surgeon
Director Honolulu, HI 96813

Dr. Fujio Matsuda, 1844 Kihi Street Chairman, Pacific International Center
Director Honolulu, HI 96821 for High Technology Research

Leighton S. L. Mau, 2270 Kalakaua Avenue President
Director Suite 1800 Waikiki Business Plaza
Honolulu, HI 96815

Dr. Roderick F. McPhee, 2022 Kakela Drive Former President
Director Honolulu, HI 96822 Punahou School

Gerald M. Pang, 999 Bishop Street -- 29th Floor Executive Vice President and
Executive Vice President Honolulu, HI 96813 Chief Credit Officer
and Chief Credit Officer First Hawaiian Bank

Wesley T. Park, 700 Bishop Street #700 President and Chief Executive Officer
Director Honolulu, HI 96813 Hawaii Dental Service

George P. Shea, Jr., 1093 Kaumoku Street Former Chairman, President and
Director Honolulu, HI 96825 Chief Executive Officer
First Insurance Co. of Hawaii, Ltd.

R. Dwayne Steele, 999 Bishop Street -- 22nd Floor Chairman
Director Honolulu, HI 96813 Grace Pacific Corporation

Barbara S. Tomber, 999 Bishop Street -- 11th Floor Executive Vice President
Executive Vice President Honolulu, HI 96813 First Hawaiian Bank

John K. Tsui, 999 Bishop Street -- 29th Floor President and Chief Operating Officer
President and Chief Honolulu, HI 96813 First Hawaiian Bank
Operating Officer, Director

Jenai S. Wall, 3536 Harding Avenue President
Director Honolulu, HI 96816 Foodland Super Market, Ltd.

General Fred C. Weyand, 999 Bishop Street -- 28th Floor Trustee
Director Honolulu, HI 96813 Estate of S.M. Damon

James C. Wo, 1314 South King Street Chairman and Chief Executive Officer
Director Suite 524 Bojim Investments
Honolulu, HI 96814

Robert C. Wo, P.O. Box 1417 President and Secretary
Director Honolulu, HI 96806 BJ Management Corp.

Albert M. Yamada, 999 Bishop Street -- 28nd Floor Executive Vice President and
Executive Vice President Honolulu, HI 96813 Chief Financial Officer
and Chief Financial Officer First Hawaiian Bank

Lily K. Yao, 999 Bishop Street -- 29nd Floor Vice Chairman
Vice Chairman Honolulu, HI 96813 First Hawaiian Bank

</TABLE>

For the fiscal year ended December 31, 1998, First Hawaiian Bank waived a
portion of advisory fees due from the Funds and reimbursed expenses in the
amount of $1,133,328. For the fiscal year ended December 31, 1998, the Funds
paid no brokerage commissions to First Hawaiian Bank.

OTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVES ADVISED BY FIRST HAWAIIAN BANK

First Hawaiian Bank does not act as adviser or sub-adviser to any other funds
with investment objectives similar to those of the Funds.

SHAREHOLDER APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT

Approval of the New Investment Advisory Agreement requires the affirmative vote
of a majority of the outstanding shares of each Fund. For purposes of this
proposal, "majority of the outstanding shares" means the vote of (i) 67% or more
of each Fund's outstanding shares present at the Meeting, if the holders of more
than 50% of the outstanding shares of each Fund are present or represented by
proxy, or (ii) more than 50% of each Fund's outstanding shares, whichever is
less.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE FUNDS VOTE TO
APPROVE THE PROPOSED INVESTMENT ADVISORY AGREEMENT.

3. PROPOSAL TO APPROVE A SUB-ADVISORY AGREEMENT BETWEEN WELLINGTON MANAGEMENT
COMPANY, LLP AND FIRST HAWAIIAN BANK, RELATING TO THE MONEY MARKET FUND AND
TREASURY MONEY MARKET FUND.

Wellington Management Company, LLP (Wellington Management) serves as Sub-Adviser
to the Money Market Fund and Treasury Money Market Fund. Shareholders are being
asked to approve a New Sub-Advisory Agreement due to the merger transaction
involving First Hawaiian,

-10-
<PAGE>

Inc. and BancWest Corporation (Merger). For a description of the Merger and the
Trustees' Considerations, please see Proposal 2 beginning on page 6. If approved
by Shareholders, the proposed Sub-Advisory Agreement will be come effective on
March 31, 1999.

On February 9, 1999, the Trustees of the Trust, including a majority of the
Trustees who are not interested persons of the Trust or First Hawaiian Bank,
as defined in the 1940 Act, approved new investment advisory and sub-advisory
arrangements, and, in light of the possible change in control of the Adviser's
parent, voted to submit the new agreements that except for term and
termination, otherwise precisely match the current investment advisory and
sub-advisory agreements to a vote of shareholders. A copy of the form of the
proposed Sub-Advisory Agreement between Wellington Management and First
Hawaiian Bank, relating to the Money Market Fund and Treasury Money Market
Fund, appears as Exhibit B to this proxy statement. The Sub-Advisory fees
paid to Wellington Management by the Adviser will not change. The Trustees
propose that the Shareholders of each of the Funds vote to reconfirm the
sub-advisory arrangements with respect to the Money Market Fund and Treasury
Money Market Fund by approving the selection of Wellington Management as
sub-adviser to the respective Funds.

THE CURRENT SUB-ADVISORY AGREEMENT

The current Sub-Advisory Agreement between Wellington Management and First
Hawaiian Bank relating to the Money Market Fund and Treasury Money Market Fund
dated as of April 30, 1996 (the Current Sub-Advisory Agreement), was approved
by the sole initial shareholder prior to the time shares of the Treasury
Money Market Fund were offered to the public. The Current Sub-Advisory
Agreement was most recently approved by the Trust's Board of Trustees, including
a majority of the non-interested Trustees, on November 10, 1998.

Under the Current Sub-Advisory Agreement, the Sub-Adviser, subject to the
supervision of the Trustees of the Trust and First Hawaiian Bank, and in
conformity with the stated policies of each Fund, acts as sub-adviser and
directs the investments of the Funds. Wellington Management manages the assets
of the Money Market Fund and Treasury Money Market Fund on a daily basis, and
continuously administers the investment program of the Funds. As sub-adviser,
Wellington Management is responsible for the management of the Funds' assets in
accordance with the Funds' investment objectives and policies.

Pursuant to the Current Sub-Advisory Agreement, as compensation, First Hawaiian
pays to Wellington Management a monthly sub-advisory fee equal, on an annual
basis of 0.075% on the first $500 million of the Funds' aggregate average daily
net assets and 0.020% on the Funds' aggregate average daily net assets in excess
of $500 million.

PROPOSED SUB-ADVISORY AGREEMENT

Under the Proposed Sub-Advisory Agreement, Wellington Management will make the
day-to-day investment decisions for the Money Market Fund and Treasury Money
Market Fund, subject to the supervision of, and policies established by First
Hawaiian Bank and the Trustees of the Trust. Except for the dates of execution,
effectiveness and termination, the terms of the New

-11-
<PAGE>

Agreement are the same as the terms of the Current Sub-Advisory Agreement.
Wellington Management will be paid the same fees under the Proposed Sub-Advisory
Agreement.

If approved by Shareholders, the Proposed Sub-Advisory Agreement will become
effective on March 31, 1999. Unless sooner terminated, the proposed
Sub-Advisory Agreement will continue for an initial term of two years from
March 31, 1999, and will thereafter continue for successive one-year terms,
provided that such continuation is specifically approved at least annually by
the Trustees, or by the vote of a majority of the outstanding shares of each of
the Funds, and, in either case, by a majority of the Trustees who are not
interested persons as defined in the 1940 Act, by vote cast in person at a
meeting called for such purpose. This Sub-Advisory Agreement may be terminated
(a) by the Funds at any time without payment of any penalty, by vote of a
majority of Trustees of the Trust or by a vote of a majority of the outstanding
voting securities of such Fund, (b) by the Adviser at any time, without the
payment of any penalty, on not less than 30 days' nor more than 60 days' prior
written notice to the other parties, or (c) by the Sub-Adviser at any time
without the payment of any penalty, on 90 days' prior written notice to the
other parties. The Investment Advisory Agreement will terminate automatically
and immediately in the event of its assignment.

In the event that the holders of a majority of the outstanding shares of any of
the Funds vote in the negative with respect to the approval of the Sub-Advisory
Agreement, the Trustees will consider such further action as they may determine
to be in the best interests of such Funds Shareholders.

INFORMATION ABOUT WELLINGTON MANAGEMENT

Wellington Management has acted as Sub-Adviser for the Money Market Fund and
Treasury Money Market Fund since each Fund's inception. Wellington Management
is a Massachusetts limited liability partnership with principal offices at 75
State Street, Boston, MA 02109 and is managed by its active partners.
Wellington Management is a professional investment counseling firm which
provides investment services to investment companies, employee benefit plans,
endowments, foundations and other institutions and individuals. Wellington
Managements's predecessor organizations have provided investment advisory
services for over 60 years. As of December 31, 1998, Wellington Management
had investment management authority with respect to approximately $211
billion in assets.

For the fiscal year ended December 31, 1998, First Hawaiian Bank paid Wellington
Management sub-advisory fees of $386,945.

-12-
<PAGE>

OTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVES ADVISED BY WELLINGTON
MANAGEMENT

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
Sub-Advisory Fee Schedule*
Fund Advised or Net Assets in --------------------------------
Sub-Advised by Millions (as of Net Annual
Wellington Management 12/31/98) Assets Rate
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
SEI Daily Income Trust $8,956 First $500 Million 0.075%
(Money Market Portfolios) Over $500 Million 0.020%
- ----------------------------------------------------------------------------------
SEI Liquid Asset Trust $2,137 First $500 Million 0.075%
(Money Market Portfolios) Over $500 Million 0.020%
- ----------------------------------------------------------------------------------
Golden Oak Prime Obligations $153 First $500 Million 0.075%
Portfolio Over $500 Million 0.020%
- ----------------------------------------------------------------------------------
OVB Prime Obligations $79 First $500 Million 0.075%
Portfolio Over $500 Million 0.020%
- ----------------------------------------------------------------------------------
PBHG Funds - Cash Reserves $112 First $500 Million 0.075%
Fund Over $500 Million 0.020%
- ----------------------------------------------------------------------------------
Anchor Series Trust - Money $66 First $500 Million 0.075%
Market Over $500 Million 0.020%
- ----------------------------------------------------------------------------------
Prudential; Target US $153 All Asset Levels 0.025%
Government Money Market
- ----------------------------------------------------------------------------------
</TABLE>

* All Fees may be subject to fee waivers. Minimum annual fees are not reflected
in effective annual rates.

PARTNERS OF WELLINGTON MANAGEMENT

The following information is provided for each senior vice president and
general partner of Wellington Management. All partners may be reached at the
office of Wellington Management.

Name Principal Occupation
---- --------------------

Kenneth L. Abrams Senior Vice President and General Partner

Nicholas C. Adams Senior Vice President and General Partner

Rand L. Alexander Senior Vice President and General Partner

Deborah L. Allinson Senior Vice President and General Partner

James H. Averill Senior Vice President and General Partner

Karl E. Bandtel Senior Vice President and General Partner

Marie-Claude Bernal Senior Vice President and General Partner

William N. Booth Senior Vice President and General Partner

Paul Braverman Senior Vice President and General Partner

Robert A. Bruno Senior Vice President and General Partner

Pamela Dippel Senior Vice President and General Partner

Robert W. Doran Senior Vice President and General Partner

Charles T. Freeman Senior Vice President and General Partner

Laurie A. Gabriel Senior Vice President and General Partner

Frank J. Gilday Senior Vice President and General Partner

John H. Gooch Senior Vice President and General Partner

Nicholas P. Greville Senior Vice President and General Partner

Paul Hamel Senior Vice President and General Partner

William C. S. Hicks Senior Vice President and General Partner

Paul D. Kaplan Senior Vice President and General Partner

John C. Keogh Senior Vice President and General Partner

-13-
<PAGE>

George C. Lodge, Jr. Senior Vice President and General Partner

Nancy T. Lukitsh Senior Vice President and General Partner

Mark T. Lynch Senior Vice President and General Partner

Christine S. Manfredi Senior Vice President and General Partner

Patrick J. McCloskey Senior Vice President and General Partner

Earl E. McEvoy Senior Vice President and General Partner

Duncan M. McFarland Senior Vice President and General Partner

Paul M. Mecray III Senior Vice President and General Partner

Matthew E. Megargel Senior Vice President and General Partner

James N. Mordy Senior Vice President and General Partner

Diane C. Nordin Senior Vice President and General Partner

Stephen T. O'Brien Senior Vice President and General Partner

Edward P. Owens Senior Vice President and General Partner

Saul J. Pannell Senior Vice President and General Partner

Thomas L. Pappas Senior Vice President and General Partner

David M. Parker Senior Vice President and General Partner

Jonathan M. Payson Senior Vice President and General Partner

Stephen M. Pazuk Senior Vice President and General Partner

Robert D. Rands Senior Vice President and General Partner

Eugene E. Record, Jr. Senior Vice President and General Partner

John R. Ryan Senior Vice President and General Partner

Joseph H. Schwartz Senior Vice President and General Partner

David W. Scudder Senior Vice President and General Partner

Binkley C. Shorts Senior Vice President and General Partner

Trond Skramstad Senior Vice President and General Partner

Catherine A. Smith Senior Vice President and General Partner

Stephen A. Soderberg Senior Vice President and General Partner

Harriet Tee Taggart Senior Vice President and General Partner

-14-
<PAGE>

Perry M. Traquina Senior Vice President and General Partner

Gene R. Tremblay Senior Vice President and General Partner

Mary Ann Tynan Senior Vice President and General Partner

Clare Villari Senior Vice President and General Partner

Ernst H. Von Metzsch Senior Vice President and General Partner

James L. Walters Senior Vice President and General Partner

Kim Williams Senior Vice President and General Partner

Francis V. Wisneski Senior Vice President and General Partner

SHAREHOLDER APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT

Approval of the New Sub-Advisory Agreement requires the affirmative vote of a
majority of the outstanding shares of each Fund. For purposes of this proposal,
"majority of the outstanding shares" means the vote of (i) 67% or more of each
Fund's outstanding shares present at the Meeting, if the holders of more than
50% of the outstanding shares of each Fund are present or represented by proxy,
or (ii) more than 50% of each Fund's outstanding shares, whichever is less.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE FUNDS VOTE TO
APPROVE THE PROPOSED INVESTMENT ADVISORY AGREEMENT.

GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS

EXECUTIVE OFFICERS

Information about the Trust's principal executive officers is set forth below.

<TABLE>
<CAPTION>
Shares
Beneficially
Business Experience during the Owned as of
Past Five Years (including all January 5,
Name DOB Position with the Trust directorships) 1999 Percentage
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert A. Nesher 08/17/46 President and Chairman of See "The Nominees" 890.50 *
the Board

-15-
<PAGE>

Kevin P. Robins 04/15/61 Vice President and Vice President, General Counsel N/A *
Assistant Secretary and Assistant Secretary of the
Administrator and the Distributor
(1992-1994); Senior Vice
President and General Counsel of
SEI Investments, the
Administrator and the Distributor
since 1992; Secretary of the
Administrator since 1994.

Lynda J. Striegel 10/30/48 Vice President and Associate General Counsel, Riggs N/A *
Assistant Secretary Bank, N.A. (1991-1995); Partner,
Groom and Nordberg, Chartered
(1996-1997); Senior Asset
Management Counsel, Barnett
Banks, Inc. (1997-1998); Vice
President and Assistant Secretary
of the Administrator and the
Distributor since 1998.

Robert J. DellaCroce 12/17/63 Controller and Chief Senior Audit Manager, Arthur N/A *
Financial Officer Andersen LLP (1986-1994);
Director, Funds Administration
and Accounting of SEI Investments
since 1994.
</TABLE>

* As of December 31, 1998, the officers of the Funds as a group beneficially
owned an aggregate of 890.50 shares representing 0.01% of the total
outstanding shares of the Trust.

ADMINISTRATOR. SEI Investments Mutual Funds Services, a Delaware business
trust, has its principal business offices at Oaks, Pennsylvania 19456. SEI
Investments Management Corporation, a wholly-owned subsidiary of SEI Investments
Company (SEI Investments), is the owner of all beneficial interests in SEI
Investments Mutual Funds Services. SEI Investments Mutual Funds Services
currently serves as administrator to the Funds. SEI Investments Mutual Funds
Services also serves as administrator to numerous other investment companies
unrelated to Bishop Street Funds.

DISTRIBUTION OF SHARES. SEI Investments Distribution Co. (SIDCO), a
wholly-owned subsidiary of SEI Investments, Oaks, Pennsylvania 19456 acts as the
distributor of the Funds' shares. SIDCO currently serves as the distributor of
Bishop Street Funds, in addition to numerous other investment companies
sponsored by banks and other unrelated third parties. For the fiscal year ended
December 31, 1998 the Funds paid brokerage commissions to SIDCO in the amount of
$17,808.10.

5% SHAREHOLDERS. As of January 5, 1999, the following persons were the only
persons who were, to the knowledge of the Trust, beneficial owners of 5% or more
of shares of the Funds:

EQUITY FUND
<S> <C>
Miter & Co. 92.75%
PBO TA
C/O Marshall & Ilsley Trust Co.
P.O. Box 3708

-16-
<PAGE>

Honolulu, Hawaii 96811-3708

REINCO 6.10%
P.O. Box 1930
Honolulu, Hawaii 96805-1930

HIGH GRADE INCOME FUND
Miter & Co. 97.09%
PBO TA
C/O Marshall & Ilsley Trust Co.
P.O. Box 3708
Honolulu, Hawaii 96811-3708

HAWAII MUNICIPAL BOND FUND
FIDAC 32.14%
C/O Marshall & Ilsley Trust Co.
P.O. Box 3708
Honolulu, Hawaii 96811-3708

Miter & Co. 26.77%
PBO TA
C/O Marshall & Ilsley Co.
P.O. Box 3708
Honolulu, Hawaii 96811-3708

MONEY MARKET FUND
Maril & Co. 87.81%
C/O First Hawaiian Bank
Trust & Investments Division
P.O. Box 3708
Honolulu, Hawaii 96811-3708

Maril & Co. 9.47%
C/O First Hawaiian Bank
Trust & Investments Division
P.O. Box 3708
Honolulu, Hawaii 96811-3708

TREASURY MONEY MARKET FUND
Maril & Co. 71.76%
C/O First Hawaiian Bank
Trust & Investments Division
P.O. Box 3708
Honolulu, Hawaii 96811-3708

-17-
<PAGE>

Maril & Co. 28.13%
C/O First Hawaiian Bank
Trust & Investments Division
P.O. Box 3708
Honolulu, Hawaii 96811-3708
</TABLE>

VOTING INFORMATION; ADJOURNMENT. The presence at the Meeting of the holders of
40% of the outstanding shares of the Trust as of the Record Date, either in
person or by Proxy, constitutes a quorum. Approval of the election of the new
Board of Trustees requires the affirmative vote of a majority of those shares of
the Funds, voting together, that are present at a Meeting at which a quorum is
present. Abstentions and "broker non-votes" will not be counted for or against
the proposal, but will be counted for purposes of determining whether a quorum
is present and will, therefore, have the effect of counting against the
proposal.

You may also vote by telephone. Please follow the enclosed instructions to
utilize this method of voting.

In the event that sufficient votes in favor of the proposal set forth in the
Notice of the Special Meeting are not received by the time scheduled for the
Meeting, the Persons named as proxies may propose one or more adjournments of
the Meeting for a period or periods of not more than 60 days to permit further
solicitation of Proxies with respect to the proposal. Any such adjournment will
require the affirmative vote of a majority of the votes cast on the question in
person or by Proxy at the session of the Meeting to be adjourned. The persons
named as proxies will vote in favor of such adjournment those Proxies which they
are entitled to vote in favor of the proposal. They will vote against any such
adjournment those Proxies required to be voted against the proposal.

SHAREHOLDER PROPOSALS. The Trust does not hold annual Shareholder meetings.
Shareholders wishing to submit proposals for inclusion in a proxy statement
for a subsequent meeting should send their written proposals to the Trust c/o
SEI Investments, Legal Department, One Freedom Valley Drive, Oaks,
Pennsylvania 19456.

A meeting may be called for the purpose of voting upon the removal of Trustees
by Shareholders holding at least 10% of the Shares entitled to vote at the
Meeting, in which case Shareholders may receive assistance in communicating with
other Shareholders as if the provisions contained in Section 16(c) of the
Investment Company Act applied.

INDEPENDENT PUBLIC ACCOUNTANTS. At a meeting held on February 12, 1998, a
majority of the Trustees, including a majority of the Trust's independent
Trustees, selected PricewaterhouseCoopers LLP as the Trust's independent public
accountants for the fiscal year ending December 31, 1998. Coopers & Lybrand
L.L.P., which merged with Price Waterhouse LLP to form PricewaterhouseCoopers
LLP, has served as auditors of the Funds since their inception.
PricewaterhouseCoopers LLP has informed the Trust that it has no material direct
or indirect financial interest in the Trust. Representatives of
PricewaterhouseCoopers LLP are not expected to be present at the Meeting, but
will be available by telephone should questions arise.

OTHER MATTERS. The Trustees know of no other business to be brought before the
Meeting. However, if any other matters properly come before the Meeting, it is
their intention that proxies

-18-
<PAGE>

which do not contain specific restrictions to the contrary will be voted on such
matters in accordance with the judgment of the persons named in the enclosed
form of Proxy.

------------------------------------

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO WISH
TO HAVE THEIR SHARES VOTED ARE URGED TO COMPLETE, SIGN AND DATE EACH ENCLOSED
PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE.

-19-
<PAGE>

Exhibit A

INVESTMENT ADVISORY AGREEMENT
BISHOP STREET FUNDS

AGREEMENT made this _____ day of _______________, 1999, by and between
Bishop Street Funds, a Massachusetts business trust (the Trust), and First
Hawaiian Bank (the Adviser).

WHEREAS, the Trust is an open-end, management investment company registered
under the Investment Company Act of 1940, as amended (the 1940 Act), consisting
of several series of shares, each having its own investment policies: and

WHEREAS, the Trust has retained SEI Investments Mutual Fund Services (the
Administrator) to provide administration of the Trust's operations, subject to
the control of the Board of Trustees;

WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its Bishop Street Equity Fund, Bishop Street
Hawaii Municipal Bond Fund, Bishop Street High Grade Income Fund, Bishop Street
Money Market Fund, Bishop Street Treasury Money Market Fund, Bishop Street
Institutional High Grade Income Fund and Bishop Street Institutional Equity Fund
and such other funds as the Trust and the Adviser may agree upon (the Funds),
and the Adviser is willing to render such services:

NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:

1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, to supervise and monitor
the investment activities of any sub-advisers appointed for the Funds
by the Trustees of the Trust, and to continuously review, supervise,
and administer the investment program of the Funds, to determine in
its discretion the securities to be purchased or sold, to provide the
Administrator and the Trust with records concerning the Adviser's
activities which the Trust is required to maintain, and to render
regular reports to the Administrator and to the Trust's officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities. The Adviser may delegate all or any portion of its
responsibilities hereunder to one or more sub-advisers, subject to the
supervision of the Adviser and the Board of Trustees of the Trust.

The Adviser shall discharge the foregoing responsibilities subject to
the control of the Board of Trustees of the Trust and in compliance
with such policies as the Trustees may from time to time establish,
and in compliance with the objectives, policies, and limitations for
each Fund set forth in each such Fund's prospectus (such prospectus
and the statement of additional information as currently in effect and
as amended or supplemented from time to time, being herein referred to
as the Prospectus) and applicable laws and regulations.

20
<PAGE>

The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel required by it to perform the services on
the terms and for the compensation provided herein.

2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to determine the
securities to be purchased or sold by the Funds and will place orders
with or through such persons, brokers or dealers to carry out the
policy with respect to brokerage set forth in each Fund's Prospectus
or as the Board of Trustees may direct from time to time, in
conformity with federal securities laws. In providing the Funds with
investment supervision, the Adviser will give primary consideration to
securing the most favorable price and efficient execution. Within the
framework of this policy, the Adviser may consider the financial
responsibility, research and investment information and other services
provided by brokers or dealers who may effect or be a party to any
such transaction or other transactions to which the Adviser's other
clients may be a party. It is understood that it is desirable for the
Funds that the Adviser have access to supplemental investment and
market research and security and economic analysis provided by brokers
who may execute brokerage to other brokers on the basis of seeking the
most favorable price and efficient execution. Therefore, the Adviser
is authorized to place orders for the purchase and sale of securities
for the Funds with such brokers, subject to review by the Trust's
Board of Trustees from time to time with respect to the extent and
continuation of this practice. It is understood that the services
provided by such brokers may be useful to the Adviser in connection
with the Adviser's services to other clients.

On occasions when the Adviser deems the purchase or sale of a security
to be in the best interest of a Fund as well as other clients of the
Adviser, the Adviser, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the
securities to be so purchased or sold in order to obtain the most
favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased
or sold, as well as the expenses incurred in the transaction, will be
made by the Adviser in the manner it considers to be the most
equitable and consistent with its fiduciary obligation to the Funds
and to such other clients.

The Adviser will promptly communicate to the Administrator and to the
officers and the Board of Trustees of the Trust such information
relating to fund transactions as they may reasonably request.

It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or
otherwise, solely by reason of its having directed a securities
transaction on behalf of the Trust to a broker-dealer in

21
<PAGE>

compliance with the provisions of Section 28(e) of the Securities
Exchange Act of 1934.

3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust
shall pay to the Adviser compensation at the rate specified in the
Schedule(s) which are attached hereto and made a part of this
Agreement. Such compensation shall be paid to the Adviser at the end
of each month, and calculated by applying a daily rate, based on the
annual percentage rates as specified in the attached Schedule(s), to
the assets. The fee shall be based on the average daily net assets
for the month involved. If this Agreement becomes effective
subsequent to the first day of a month or terminates before the last
day of a month, the Adviser's compensation for that part of the month
in which this Agreement is in effect shall be prorated in a manner
consistent with the calculation of the fees as set forth above.
Payment of the Adviser's compensation for the preceding month shall be
made promptly.

All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.

4. EXCESS EXPENSES. If the expenses for any Fund for any fiscal year
(including fees and other amounts payable to the Adviser, but
excluding interest, taxes, brokerage costs, litigation, and other
extraordinary costs) as calculated every business day would exceed the
expense limitations imposed on investment companies by any applicable
statute or regulatory authority of any jurisdiction in which Shares
are qualified for offer and sale, the Adviser shall bear such excess
cost. However, the Adviser will not bear expenses of the Trust or any
Fund which would result in the Trust's inability to qualify as a
regulated investment company under provisions of the Internal Revenue
Code. Payment of expenses by the Adviser pursuant to this Section 4
shall be settled on a monthly basis (subject to fiscal year end
reconciliation) by a reduction in the fee payable to the Adviser for
such month pursuant to Section 3 and, if such reduction shall be
insufficient to offset such expenses, by reimbursing the Trust.

5. REPORTS. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request.

6. STATUS OF THE ADVISER. The services of the Adviser to the Trust are
not to be deemed exclusive, and the Adviser shall be free to render
similar services to others so long as its services to the Trust are
not impaired thereby. The Adviser shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided
or authorized, have no authority to act for or represent the Trust in
any way otherwise be deemed an agent of the Trust.

22
<PAGE>

7. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Adviser on
behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request.

8. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser
shall be confined to those expressly set forth herein, and no implied
duties are assumed by or may be asserted against the Adviser
hereunder. The Adviser shall not be liable for any error of judgment
or mistake of law or for any loss arising out of any investment or for
any act or omission in carrying out its duties hereunder, except a
loss resulting from willful misfeasance, bad faith or gross negligence
in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable state law which cannot be
waived or modified hereby. (As used in this Paragraph 8, the term
"Adviser" shall include directors, officers, employees and other
corporate agents of the Adviser as well as that corporation itself).

9. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the
Trust are or may be interested in the Adviser (or any successor
thereof) as directors, partners, officers or shareholders, or
otherwise; directors, partners, officers, agents, and shareholders of
the Adviser are or may be interested in the Trust as Trustees,
shareholders or otherwise; and the Adviser (or any successor) is or
may be interested in the Trust as a shareholder or otherwise. In
addition, brokerage transactions for the Trust may be effected through
affiliates of the Adviser if approved by the Board of Trustees,
subject to the rules and regulations of the Securities and Exchange
Commission.

10. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years from the date
of execution, and thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least annually (a)
by the vote of a majority of those Trustees of the Trust who are not
parties to this Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of each Fund; provided,
however, that if the shareholders of any Fund fail to approve the
Agreement as provided herein, the Adviser may continue to serve
hereunder in the manner and to the extent permitted by the 1940 Act
and rules and regulations thereunder. The foregoing requirement that
continuance of this Agreement be "specifically approved at least
annually" shall be construed in a manner consistent with the 1940 Act
and the rules and regulations thereunder.

This Agreement may be terminated as to any Fund at any time, without
the payment of any penalty by vote of a majority of the Trustees of
the Trust or by vote of a

23
<PAGE>

majority of the outstanding voting securities of the Fund on not
less than 30 days' nor more than 60 days' written notice to the
Adviser, or by the Adviser at any time without the payment of any
penalty, on 90 days written notice to the Trust. This Agreement
will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed postpaid, to the other
party at any office of such party.

As used in this Section 10, the terms "assignment," "interested
persons," and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and rules and regulations thereunder; subject to such exemptions
as may be granted by the Securities and Exchange Commission under said
Act.

11. NOTICE. Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Trust, at One Freedom Valley Road,
Oaks, PA 19456, Attention Legal Department and if to the Adviser at:
999 Bishop Street, Honolulu, HI 96813.

12. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall bet be affected thereby.

A copy of this Agreement and Declaration of Trust of the Trust is on file with
the Secretary of the Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trustees of the Trust as
Trustees, and that the obligations of this instrument are not binding upon any
of the Trustees, officers, or shareholders of the Trust individually, but
binding only upon the assets and property of the Trust.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.

BISHOP STREET FUNDS FIRST HAWAIIAN BANK

By: By:
------------------------------ -----------------------------------

Attest: Attest:
------------------------- ------------------------------

24
<PAGE>

SCHEDULE A DATED ____________, 1999
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED ____________, 1999
BETWEEN
BISHOP STREET FUNDS
AND
FIRST HAWAIIAN BANK

Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:

<TABLE>

<S> <C>
Bishop Street Equity Fund .74%

Bishop Street Hawaii Municipal Bond Fund .35%

Bishop Street High Grade Income Fund .55%

Bishop Street Money Market Fund .30%

Bishop Street Treasury Money Market Fund .30%

Bishop Street Institutional High Grade Income Fund .55%

Bishop Street Institutional Equity Fund .74%
</TABLE>

25
<PAGE>

Exhibit B

AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
BISHOP STREET FUNDS

AMENDED AND RESTATED AGREEMENT made this ___ day of _______, 199_, by and
among First Hawaiian Bank, a state-chartered bank incorporated under the laws of
the State of Hawaii (the Adviser), Wellington Management Company, LLP, a
Massachusetts general partnership (the Sub-Adviser) and Bishop Street Funds, a
Massachusetts business trust (the Trust).

WHEREAS, 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 with
the Trust (the Advisory Agreement), pursuant to which the Adviser serves as
investment adviser to the Bishop Street Money Market Fund and the Bishop Street
Treasury Market Fund (the Funds); and

WHEREAS, the Sub-Adviser has previously entered into an Investment
Sub-Advisory Agreement with the Adviser and the Trust (the Sub-Advisory
Agreement) pursuant to which the Sub-Adviser provides investment management
services to the Funds;

WHEREAS, the Adviser and the Trust each desire to continue the current
sub-advisory arrangements and to retain the Sub-Adviser to provide investment
management services to the Funds, and the Sub-Adviser is willing to render such
investment advisory services.

NOW, THEREFORE, the parties hereto agree as follows:

1. (a) Subject to supervision by the Adviser and the Trust's Board of
Trustees, the Sub-Adviser shall manager the investment operations of
the Funds and the composition of the Funds' portfolios, including the
purchase, retention and disposition thereof, in accordance with the
Funds' investment objectives, policies and restrictions as stated in
the Funds' Prospectuses (such Prospectuses and the Statement of
Additional Information, as currently in effect and as amended or
supplemented from time to time, being herein called the Prospectuses),
and subject to the following:

(1) The Sub-Adviser shall provide supervision of the Funds'
investments and determine from time to time what investments and
securities will be purchased, retained or sold by the Funds, and
what portion of the costs will be invested or held uninvested in
cash.

(2) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the
Trust's Agreement and Declaration of Trust and the Prospectuses
and with the instructions and directions of the Adviser and of
the Board of Trustees of the Trust and will conform to and comply
with the requirements of the 1940 Act, the Internal Revenue

26
<PAGE>

Code of 1986, as amended, and all other applicable federal and
state laws and regulations, as each is amended from time to time.

(3) The Sub-Adviser shall determine the securities to be purchased or
sold by the Funds 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 from time to time, in conformity with
federal securities laws. In providing the Funds with investment
supervision, the Sub-Adviser will give primary consideration to
securing the most favorable price and efficient execution.
Within the framework of this policy, the Sub-Adviser may consider
the financial responsibility, research and investment information
and other services provided by brokers or dealers who may effect
or be a party to any such transaction or other transactions to
which the Sub-Adviser's other clients may be a party. It is
understood that it is desirable for the Funds that the
Sub-Adviser have access to supplemental investment and market
research and security and economic analysis provided by brokers
who may execute brokerage transactions at higher cost to the
Funds than may result when allocating brokerage to other brokers
on the basis of seeking the most favorable price and efficient
execution. Therefore, the Sub-Adviser is authorized to place
orders for the purchase and sale of securities for the Funds with
such brokers, subject to review by the Trust's Board of Trustees
from time to time with respect to the extent and continuation of
this practice. It is understood that the services provided by
such brokers may be useful to the Sub-Adviser in connection with
the Sub-Adviser's services to other clients.

On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Funds as well as other
clients of the Sub-Adviser, the Sub-Adviser, to the extent
permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities to be so
purchased or sold in order to obtain the most favorable price or
lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well
as the expenses incurred in the transaction, will be made by the
Sub-Adviser in the manner it considers to be the most equitable
and consistent with its fiduciary obligation to the Fund and to
such other clients.

(4) The Sub-Adviser shall maintain all books and records with respect
to the Funds' portfolio transactions required by
subparagraphs (b)(5), (6), (7), (9), (10) and (11) and
paragraph (f) of Rule 31a-1 under the 1940 Act and shall render
to the Trust's Board of Trustees such periodic and special
reports as the Trust's Board of Trustees may reasonably request.

<PAGE>

(5) The Sub-Adviser shall provide the Funds' Custodian on each
business day with information relating to all transactions
concerning the Fund's assets and shall provide the Adviser with
such information upon request of the Adviser.

(6) 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 services to others,
as long as such services do not impair the services rendered to
the Adviser or the Trust.

(b) Services to be furnished by the Sub-Adviser under this Agreement may
be furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.

(c) The Sub-Adviser shall keep the Funds' books and records required to be
maintained by the Sub-Adviser pursuant to paragraph 1(a) of 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 Funds required
by Rule 31a-1 under the 1940 Act. 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. The Sub-Adviser
further agrees to 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 paragraph 1(a) of this Agreement.

2. 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.

3. The Adviser has delivered to the Sub-Adviser copies of each of the
following documents and will deliver to it all future amendments and
supplements, if any:

(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);

(c) Certified resolutions of the Trust's Board of Trustees authorizing the
appointment of the Adviser and the Sub-Adviser with respect to the
Fund, and approving the form of this Agreement;

<PAGE>

(d) Registration Statement under the 1940 Act and the Securities Act of
1933, as amended, on Form N-1A (the Registration Statement), as filed
with the Securities and Exchange Commission (the Commission) relating
to the Funds and shares of the Funds' beneficial shares, and all
amendments thereto;

(e) Notification of Registration of the Trust under the 1940 Act on
Form N-8A as filed with the Commission, and all amendments thereto;
and

(f) Prospectuses of the Funds.

4. 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 therefore a sub-advisory fee at an annual
rate of 0.075% on the first $500 million of the Funds' aggregate average
daily net assets and 0.020% on such Funds' aggregate average daily net
assets in excess of $500 million. These fees will be computed daily and
paid to the Sub-Adviser monthly.

5. The Sub-Adviser shall not be liable for any error of judgment or for any
loss suffered by the Funds or the Adviser in connection with performance of
its obligations under this Agreement, except a loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for services
(in which case any award of damages shall be limited to the period and the
amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting
from willful misfeasance, bad faith or gross negligence on the
Sub-Adviser's part in the performance of its duties or from reckless
disregard of its obligations and duties under this Agreement, except as may
otherwise be provided under provisions of applicable state law which cannot
be waived or modified hereby.

6. This Agreement shall continue in effect for a period of more than two years
from the date of execution only so long as continuance is specifically
approved at least annually in conformance with the 1940 Act; provided,
however, that this Agreement may be terminated (a) by the Funds 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 such 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 other parties, or (c) by the Sub-Adviser at any time,
without the payment of any penalty, on 90 days' written notice to the other
parties. This Agreement shall terminate automatically and immediately in
the event of its assignment. As used in this Section 6, the terms
"assignment" and "vote 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 Commission under the 1940 Act.

7. Nothing in this Agreement shall limit or restrict the right of any of the
Sub-Adviser's partners, officers, or employees to engage in any other
business or to devote his or her time and

<PAGE>

attention in part to the management or other aspects of any business,
whether of a similar or dissimilar nature, nor limit or restrict the
Sub-Adviser's right to engage in any other business or to render services
of any kind to any other corporation, firm, individual or association.

8. During the term of this Agreement, the Adviser agrees to furnish the
Sub-Adviser at its principal office all prospectuses, proxy statements,
reports to stockholders, sales literature or other materials prepared for
distribution to stockholders of the Funds, the Trust or the public that
refer to the Sub-Adviser or its clients in any way prior to use thereof and
not to use material if the Sub-Adviser reasonably objects in writing within
five business days (or such other period as may be mutually agreed) after
receipt thereof. The Sub-Adviser's right to object to such materials is
limited to the portions of such materials that expressly relate to the
Sub-Adviser, its services and its clients. The Adviser agrees to use its
reasonable best efforts to ensure that materials prepared by its employees
or agents or its affiliates that refer to the Sub-Adviser or its clients in
any way are consistent with those materials previously approved by the
Sub-Adviser as referenced in the first sentence of this paragraph. Sales
literature may be furnished to the Sub-Adviser by first class or overnight
mail, facsimile transmission equipment or hand delivery.

9. No provisions of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the charge, waiver, discharge or termination
is sought, and no amendment of this Agreement shall be effective until
approved by the vote of the majority of the outstanding voting securities
of the Funds.

10. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.

11. This Agreement embodies the entire agreement and understanding among 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.

12. 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. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors.

<PAGE>

13. Any notice, advice or report to be given pursuant to this Agreement shall
be delivered or mailed:

To the Adviser at:
First Hawaiian Bank
999 Bishop Street
Honolulu, HI 96813
Attention: Legal Department

To the Sub-Adviser at:
Wellington Management Company, LLP
75 State Street
Boston, MA 02109
Attention: Legal Department

To the Trust or the Fund at:
Bishop Street Funds
One Freedom Valley Drive
Oaks, PA 19456
Attention: General Counsel

14. Whether 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 Commission, whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or
order.

15. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of
the Trust as Trustees, and that the obligations of this instrument are not
binding upon any of the Trustees, officers, or shareholders of the Trust
individually but binding only upon the assets and property of the Trust.

<PAGE>

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.

FIRST HAWAIIAN BANK WELLINGTON MANAGEMENT
COMPANY, LLP

By: By:
-------------------------- --------------------------

Title: Title:
----------------------- -----------------------

BISHOP STREET FUNDS

By:
--------------------------

Title:
-----------------------

<PAGE>

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456

BISHOP STREET FUNDS
MONEY MARKET FUND

SPECIAL MEETING OF SHAREHOLDERS

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS

MARCH 31, 1999

The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoint(s) Lynda J. Striegel and Joseph M. O'Donnell
as proxies and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Money Market Fund of Bishop Street
Funds (the Trust) to be held in the offices of SEI Investments Distribution
Co., One Freedom Valley Drive, Oaks, Pennsylvania 19456, on Wednesday, March
31, 1999, at 2:00 p.m., Eastern time, and any adjournments or postponements
thereof (the Meeting), all shares of beneficial interest (Shares) of said
Trust that the undersigned would be entitled to vote if personally present at
the Meeting on the proposal set forth below and, in accordance with their own
discretion, any other matters properly brought before the 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.

<PAGE>

THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED 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 MEETING.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSALS:

1. Election of Trustees. The nominees are: Martin Anderson, Charles E.
Carlbom, Philip H. Ching, James L. Huffman, Shunichi Kimura, Robert
A. Nesher, William S. Richardson, Peter F. Sansevero, Manuel R.
Sylvester and Joyce S. Tsunoda.

FOR all the nominees / /
FOR all the nominees (except for those indicated below) / /
WITHHOLD AUTHORITY to vote for all the nominees / /

__________________________________________________
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE MARK THE BOX
ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME(S) IN THE LINE
ABOVE.

2. Approval of Investment Advisory Agreement. A new Investment Advisory
Agreement between the Funds and First Hawaiian Bank.

FOR the Advisory agreement / /
AGAINST the Advisory agreement / /
WITHHOLD AUTHORITY to vote for the Advisory agreement / /

3. Approval of Investment Sub-Advisory Agreement. A new Investment
Sub-Advisory Agreement between the First Hawaiian Bank and Wellington
Management Company, LLP.

FOR the Sub-Advisory agreement / /
AGAINST the Sub-Advisory agreement / /
WITHHOLD AUTHORITY to vote for the Sub-Advisory agreement / /

Dated:______________, 1999 ________________________________
Signature of Shareholder

________________________________
Signature (Joint Owners)

PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.

<PAGE>

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456

BISHOP STREET FUNDS
TREASURY MONEY MARKET FUND

SPECIAL MEETING OF SHAREHOLDERS

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS

MARCH 31, 1999

The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoint(s) Lynda J. Striegel and Joseph M. O'Donnell
as proxies and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Treasury Money Market Fund of
Bishop Street Funds (the Trust) to be held in the offices of SEI Investments
Distribution Co., One Freedom Valley Drive, Oaks, Pennsylvania 19456, on
Wednesday, March 31, 1999, at 2:00 p.m., Eastern time, and any adjournments
or postponements thereof (the Meeting), all shares of beneficial interest
(Shares) of said Trust that the undersigned would be entitled to vote if
personally present at the Meeting on the proposal set forth below and, in
accordance with their own discretion, any other matters properly brought
before the Meeting.