|
Vince DiStefano
Christina
DiAngelo
U.S.
Securities and Exchange Commission
100 F
Street, NE
Washington,
DC 20549
|
Re: Embarcadero
Funds, Inc. (File No. 333-163297)
This
letter responds to the comments you provided by telephone to the undersigned on
December 28, 2009 and December 29, 2009 relating to Pre-Effective Amendment No.
1 to the registration statement on Form N-14 for the Embarcadero Funds, Inc.
(the “Company”) filed on December 22, 2009 (the “N-14 Registration
Statement”). The N-14 Registration Statement contains a registration
statement for shares of two series of the Company, and a combined proxy
statement relating to the special meeting of shareholders of three other series
of the Company. The proposals in the combined proxy statement seek
approval to reorganize these series, with two Funds remaining if the
reorganizations are approved. Unless otherwise noted, defined terms
have the same meaning ascribed to them in the N-14 Registration
Statement. A filing containing changes responsive to your comments
will be filed pursuant to Rule 497 prior to mailing the proxy statement, and
accompanying this letter are revisions to the proxy statement (selected sections
only) showing changes from the December 22 filing.
1. Comment: The
descriptions of the Acquiring Funds’ investment program indicate that the
Subadvisers may invest in any industry and that the Funds may, from time to
time, concentrate in particular industries. The descriptions,
however, do not identify particular industries where such concentration will
occur. Please either disclose the industries where the Acquiring
Funds intend to concentrate or remove disclosures indicating that the Acquiring
Funds have flexibility to concentrate and explain the Acquiring Funds’
concentration policies.
Response: The
disclosures indicating that the Acquiring Funds have flexibility to concentrate
in different industries has been removed from the N-14 Registration Statement,
along with the risk factor concerning industry concentration. The
Funds’ policy is to not concentrate their investments in a particular industry,
and prospectus disclosure will be amended to clarify this policy and it will
appear in the Funds’ statement of additional information filed in connection
with the Funds’ next annual update this Spring. Due to the changes to
be made to the Funds’ prospectus and statement of additional information if
shareholders approve the matters they are considering at the upcoming meetings,
the Funds’ next annual update will be filed pursuant to Rule
485(a).
U.S.
Securities and Exchange Commission
December 30, 2009
Page 2
2. Comment. The
comparative fee tables show restated fees and expenses of the Small-Cap Growth
Fund and All-Cap Growth Fund, assuming their new advisory agreements are
approved by shareholders. Please show historical fees and expenses of
the Acquiring Funds, as of June 30, 2009, without restatement. The
pro forma fees and
expenses would then show, as they currently do, restated fees and expenses
assuming the Acquiring Funds’ shareholders approve the new advisory agreements
and the Reorganizations are approved.
Response: The fees
and expenses of the Small-Cap Growth Fund and All-Cap Growth Fund have been
revised in the N-14 Registration Statement, and will no longer show restated
fees but will show historical fees and expenses as of June 30,
2009. The pro
forma columns of the fee tables have not been revised, and will continue
to show fees and expenses assuming that the new advisory agreements are approved
and the Reorganizations are approved.
If you
have any questions concerning the foregoing, please do not hesitate to contact
me at 415.249.1053 or my colleague Mark Perlow at 415.249.1070.
Sincerely,
/s/ Kurt
J. Decko
Kurt J.
Decko
Attachment