N-CSRS 1 d186189dncsrs.htm BISHOP STREET FUNDS Bishop Street Funds

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSRS

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number 811-08572

 

 

Bishop Street Funds

(Exact name of registrant as specified in charter)

 

 

SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Address of principal executive offices)

 

 

c/o SEI Investments

One Freedom Valley Drive

Oaks, PA 19456

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: 1-800-262-9565

Date of fiscal year end: December 31, 2021

Date of reporting period: June 30, 2021

 

 

 


Item 1.

Reports to Stockholders.

A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act or 1940, as amended (the “Act”) (17 CFR § 270.30e-1), is attached hereto.

 


LOGO

BISHOP STREET FUNDS® SEMI-ANNUAL REPORT JUNE 30, 2021 HIGH GRADE INCOME FUND HAWAII MUNICIPAL BOND FUND INVESTMENT ADVISER BISHOP STREET CAPITAL MANAGEMENT


    

 

The Funds file their complete schedules of investments with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT (Form N-Q for filings prior to March 31, 2020). The Funds’ Forms N-Q and N-PORT reports are available on the SEC’s website at http://www.sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that the Funds use to determine how to vote proxies (if any) relating to portfolio securities is available without charge, by calling 1-800-262-9565 or by visiting the SEC’s website at http://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge, by calling 1-800-262-9565 or by visiting the Funds’ website at http://www.bishopstreetfunds. com or the website of the Securities and Exchange Commission.


BISHOP STREET

TABLE OF CONTENTS

FUNDS

 

Schedule of Investments

  

High Grade Income Fund

     2  

Schedule of Investments

     9  

Statements of Assets and Liabilities

     19  

Statements of Operations

     20  

Statements of Changes in Net Assets

     21  

Financial Highlights

     22  

Notes to Financial Statements

     24  

Disclosure of Fund Expenses

     35  

Review of Liquidity Risk Management Program

     37  

Renewal of Investment Advisory and Sub-Advisory Agreement

     38  

 

  1    


High Grade Income Fund     (unaudited)  

Top Ten Holdings

 

                Coupon    
Rate
    Maturity  
Date
 

 

  Percentage  
of
Investments

  1.     U.S. Treasury Bond   4.375%   05/15/41   5.7%
  2.     U.S. Treasury Bond   3.125%   05/15/48   2.8%
  3.     FHLB   3.000%   03/10/28   2.6%
  4.     FHLB   3.125%   06/13/25   2.6%
  5.     FFCB   1.040%   05/27/27   2.5%
  6.     FFCB   3.100%   12/06/24   2.3%
  7.     Home Depot   5.875%   12/16/36   2.2%
  8.     Amazon.com   4.800%   12/05/34   2.1%
  9.     Morgan Stanley MTN   3.875%   01/27/26   2.1%
  10.     Burlington Northern Santa Fe LLC   4.450%   03/15/43   2.0%

 

LOGO

Percentages based on total investments. Top ten holdings do not include short-term investments

Schedule of Investments

 

Face
  Amount  
(000)

             Value      
(000)
CORPORATE OBLIGATIONS — 62.3%

 

Communication Services — 5.9%

  
  Comcast   
$        300   3.150%, 03/01/26     $ 327  
  TWDC Enterprises 18 MTN   
330   4.125%, 06/01/44      398  
225   1.850%, 07/30/26      232  
  Verizon Communications   
275   4.329%, 09/21/28      319  
    

 

 

 

       1,276  
    

 

 

 

Consumer Discretionary — 10.1%

  
  Amazon.com   
350   4.800%, 12/05/34      452  

 

Bishop Street Funds   2    


High Grade Income Fund     (unaudited)  

Schedule of Investments

 

Face
  Amount  
(000)

             Value      
(000)
CORPORATE OBLIGATIONS (continued)

 

Consumer Discretionary — (continued)

  
  Booking Holdings   
$        275   3.600%, 06/01/26     $ 305  
  George Washington University   
225   4.363%, 09/15/43      278  
  Home Depot   
325   5.875%, 12/16/36      465  
  Lowe’s   
300   3.650%, 04/05/29      336  
  McDonald’s MTN   
275   4.600%, 05/26/45      343  
    

 

 

 

       2,179  
    

 

 

 

Consumer Staples — 3.7%

  
  Altria Group   
52   4.800%, 02/14/29      60  
  Clorox   
310   1.800%, 05/15/30      305  
  General Mills   
280   4.000%, 04/17/25      310  
  Hershey   
125   2.625%, 05/01/23      130  
    

 

 

 

       805  
    

 

 

 

Energy — 2.9%

  
  BP Capital Markets PLC   
300   3.814%, 02/10/24      325  
  Shell International Finance BV   
260   3.875%, 11/13/28      298  
    

 

 

 

       623  
    

 

 

 

Financials — 16.7%

  
  Aflac   
350   3.625%, 11/15/24      384  
  Bank of America MTN   
235   3.194%, VAR ICE LIBOR USD 3 Month+1.180%, 07/23/30      253  
  Bank of Montreal MTN   
275   3.300%, 02/05/24      294  
  Capital One Financial   
275   3.750%, 03/09/27      306  
  Citigroup   
100   3.875%, 10/25/23      108  

 

June 30, 2021   3     www.bishopstreetfunds.com


High Grade Income Fund     (unaudited)  

Schedule of Investments

 

Face
  Amount  
(000)

             Value      
(000)
CORPORATE OBLIGATIONS (continued)

 

Financials — (continued)

  
  JPMorgan Chase   
$        375   3.540%, VAR ICE LIBOR USD 3 Month+1.380%, 05/01/28     $ 413  
275   2.700%, 05/18/23      286  
  MetLife   
250   3.048%, 12/15/22      260  
  Morgan Stanley MTN   
400   3.875%, 01/27/26      447  
  PNC Financial Services Group   
250   3.500%, 01/23/24      268  
  US Bancorp MTN   
300   3.000%, 03/15/22      305  
  Wells Fargo MTN   
250   4.150%, 01/24/29      288  
    

 

 

 

       3,612  
    

 

 

 

Health Care — 2.0%

  
  Celgene   
118   3.875%, 08/15/25      130  
  CVS Health   
290   2.875%, 06/01/26      312  
    

 

 

 

       442  
    

 

 

 

Industrials — 3.0%

  
  Burlington Northern Santa Fe LLC   
345   4.450%, 03/15/43      434  
  Norfolk Southern   
200   2.900%, 06/15/26      216  
    

 

 

 

       650  
    

 

 

 

Information Technology — 8.5%

  
  Applied Materials   
200   3.300%, 04/01/27      221  
  International Business Machines   
360   3.500%, 05/15/29      403  
  KLA   
200   4.650%, 11/01/24      223  
  Microsoft   
250   3.625%, 12/15/23      269  
  Oracle   
300   2.500%, 04/01/25      315  

 

Bishop Street Funds   4    


High Grade Income Fund     (unaudited)  

Schedule of Investments

 

Face
  Amount  
(000)

             Value      
(000)
CORPORATE OBLIGATIONS (continued)

 

Information Technology — (continued)

  
  QUALCOMM   
$        365   3.250%, 05/20/27     $ 404  
    

 

 

 

       1,835  
    

 

 

 

Materials — 2.7%

  
  DuPont de Nemours   
250   5.419%, 11/15/48      348  
  Ecolab   
240   1.300%, 01/30/31      227  
    

 

 

 

       575  
    

 

 

 

Utilities — 6.8%

  
  DTE Electric   
260   2.625%, 03/01/31      274  
  National Rural Utilities Cooperative Finance   
275   3.900%, 11/01/28      311  
  Progress Energy   
250   6.000%, 12/01/39      345  
  Sierra Pacific Power   
200   2.600%, 05/01/26      213  
  Xcel Energy   
300   3.300%, 06/01/25      323  
    

 

 

 

       1,466  
    

 

 

 

TOTAL CORPORATE OBLIGATIONS (Cost $12,371)

     13,463  
    

 

 

 

U.S. TREASURY OBLIGATIONS — 19.6%

 

  U.S. Treasury Bonds   
300   6.000%, 02/15/26      371  
250   5.375%, 02/15/31      340  
250   4.750%, 02/15/37      355  
300   4.500%, 08/15/39      423  
875   4.375%, 05/15/41      1,230  
500   3.125%, 05/15/48      610  
400   2.250%, 08/15/46      414  
  U.S. Treasury Notes   
170   3.125%, 11/15/28      192  
300   1.625%, 08/15/29      307  
    

 

 

 

TOTAL U.S. TREASURY OBLIGATIONS (Cost $3,795)

     4,242  
    

 

 

 

 

June 30, 2021   5     www.bishopstreetfunds.com


High Grade Income Fund     (unaudited)  

Schedule of Investments

 

Face
  Amount  
(000)

             Value      
(000)
U.S. GOVERNMENT AGENCY OBLIGATIONS — 11.7%

 

  FFCB   
$        350   3.220%, 12/10/25     $ 387  
450   3.100%, 12/06/24      489  
550   1.040%, 05/27/27      545  
  FHLB   
500   3.125%, 06/13/25      550  
500   3.000%, 03/10/28      561  
    

 

 

 

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS (Cost $2,358)

     2,532  
    

 

 

 

MUNICIPAL BONDS — 5.0%

 

California — 2.6%

  
  Burlingame Elementary School District, GO   
300   3.010%, 08/01/41      308  
  California State, GO   
260   6.509%, 04/01/39      264  

Hawaii — 1.7%

  
  Hawaii State, Airports System Authority, Ser E, RB   
355   1.392%, 07/01/25      357  

Texas — 0.7%

  
  Tyler, Independent School District, GO, PSF-GTD Insured   
150   1.584%, 02/15/31      148  
    

 

 

 

TOTAL MUNICIPAL BONDS (Cost $1,080)

     1,077  
    

 

 

 

U.S. GOVERNMENT AGENCY MORTGAGE-BACKED OBLIGATIONS — 0.2%

 

  FHLMC, Ser G12710   
6   5.500%, 07/01/22      6  
  FNMA, Ser 2003-58, Cl D   
21   3.500%, 07/25/33      22  
  FNMA, Ser 2013-92, Cl MT   
11   4.000%, 07/25/41      11  
  FNMA, Ser 889958   
6   5.000%, 10/01/23      6  
  GNMA, Ser 2012-91, Cl QL   
9   2.000%, 09/20/41      9  
    

 

 

 

TOTAL U.S. GOVERNMENT AGENCY MORTGAGE-BACKED OBLIGATIONS (Cost $51)

     54  
    

 

 

 

 

Bishop Street Funds   6    


High Grade Income Fund     (unaudited)  

Schedule of Investments

 

  Shares  

             Value      
(000)
CASH EQUIVALENT — 0.8%

 

164,769   BlackRock FedFund, Institutional Shares, 0.030% (A)
(Cost $165)
    $ 165  
    

 

 

 

TOTAL INVESTMENTS (Cost $19,820) —99.6%

    $ 21,533  
    

 

 

 

Percentages are based on Net Assets of $21,625 (000).

 

(A)

The rate reported is the 7-day effective yield as of June 30, 2021.

Cl — Class

FHLB — Federal Home Loan Bank

FHLMC — Federal Home Loan Mortgage Corporation

FNMA — Federal National Mortgage Association

GNMA — Government National Mortgage Association

GO — General Obligation

ICE — Intercontinental Exchange

LIBOR— London Interbank Offered Rate

LLC — Limited Liability Company

MTN — Medium Term Note

PLC — Public Limited Company

RB — Revenue Bond

Ser — Series

USD — U.S. Dollar

VAR — Variable Rate

Cost figures are shown in thousands.

The following is a summary of the inputs used as of June, 30, 2021, in valuing the Fund’s investments carried at value (000):

 

High Grade Income Fund  
Investments in Securities       Level 1             Level 2             Level 3               Total        

Corporate Obligations

   $      $ 13,463      $      $ 13,463  

U.S. Treasury Obligations

    3,743       499             4,242  

U.S. Government Agency Obligations

          2,532             2,532  

Municipal Bonds

          1,077             1,077  

U.S. Government Agency Mortgage-Backed Obligations

          54             54  

Cash Equivalent

    165                   165  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

   $ 3,908      $ 17,625      $      $ 21,533  
 

 

 

   

 

 

   

 

 

   

 

 

 

For the six-month period ended June 30, 2021, there were no transfers in or out of Level 3.

Amounts designated as “—” are $0.

 

June 30, 2021   7     www.bishopstreetfunds.com


High Grade Income Fund     (unaudited)  

Schedule of Investments

 

For more information on valuation inputs, see Note 2 in the Notes to Financial Statements.

The accompanying notes are an integral part of the financial statements.

 

Bishop Street Funds   8    


Hawaii Municipal Bond Fund     (unaudited)  

Top Ten Holdings

 

         
           Coupon
Rate
   Maturity
Date
  

Percentage

of
Investments

   
1.   Hawaii State, Department of Budget & Finance, Ser A        5.000%        07/01/35        2.9%
   
2.   University of Hawaii, Ser F        5.000%        10/01/35        2.4%
   
3.   Hawaii State, Department of Budget & Finance        3.200%        07/01/39        2.2%
   
4.   Hawaii State, Ser FW        5.000%        01/01/37        2.0%
   
5.   Hawaii State, Department of Transportation, Airports Division Lease Revenue, AMT        5.000%        08/01/21        2.0%
   
6.   Hawaii State, Ser FK        5.000%        05/01/29        1.9%
   
7.   Hawaii State, Airports System Authority, Ser A, AMT        5.000%        07/01/45        1.8%
   
8.   Hawaii State, Ser ET        4.000%        10/01/26        1.8%
   
9.   Hawaii State, Ser EO        5.000%        08/01/29        1.7%
   
10.   Honolulu Hawaii City & County, Ser C        5.000%        08/01/44        1.4%

 

LOGO

 

  Percentages based on total investments. Top ten holdings do not include short-term investments

Schedule of Investments

 

 

Face

Amount

      (000)      

        Value
       (000)      
  MUNICIPAL BONDS — 96.6%  
 

California — 1.0%

 
  Orange County, Water District, Ser A, RB  
$         1,000     5.000%, 08/15/23, Pre-Refunded @ 100 (A)   $             1,103   

 

June 30, 2021   9     www.bishopstreetfunds.com


Hawaii Municipal Bond Fund     (unaudited)  

Schedule of Investments

 

Face

Amount

      (000)      

        Value
       (000)      
 

California — (continued)

 
  University of California, Ser AF, RB  
$ 215     5.000%, 05/15/23, Pre-Refunded @ 100 (A)    $             234   
   

 

 

 

      1,337  
   

 

 

 

 

Florida — 0.2%

 
  Miami-Dade County, School Board, Ser D, COP  
  205     5.000%, 02/01/27     245  
   

 

 

 

 

Hawaii — 92.5%

 
  Hawaii County, Ser A, GO  
  250     5.000%, 09/01/23     276  
  180     5.000%, 09/01/24     206  
  600     5.000%, 09/01/26     720  
  100     5.000%, 09/01/27     120  
  500     5.000%, 09/01/30     597  
  400     5.000%, 09/01/33     488  
  300     5.000%, 09/01/36     364  
  1,500     4.000%, 09/01/35     1,701  
  130     4.000%, 09/01/36     158  
  Hawaii County, Ser C, GO  
  450     5.000%, 09/01/24     515  
  100     5.000%, 09/01/27     120  
  Hawaii County, Ser D, GO  
  200     5.000%, 09/01/25     237  
  300     5.000%, 09/01/27     360  
  Hawaii State, Airports System Authority, Ser A, RB, AMT  
  2,000     5.000%, 07/01/45     2,306  
  Hawaii State, Airports System Authority, Ser D, RB  
  100     5.000%, 07/01/28     128  
  1,025     5.000%, 07/01/29     1,342  
  260     4.000%, 07/01/39     314  
  Hawaii State, Airports System Authority, RB, AMT  
  835     5.000%, 07/01/21, Pre-Refunded @ 100(A)     835  
  665     5.000%, 07/01/24     669  
  1,000     4.125%, 07/01/24     1,003  

 

Bishop Street Funds   10    


Hawaii Municipal Bond Fund     (unaudited)  

Schedule of Investments

 

Face

Amount

      (000)      

        Value
       (000)      
 

Hawaii — (continued)

 
  Hawaii State, Department of Budget & Finance, Pacific Health Project, Ser A, RB  
$ 760     6.000%, 07/01/33   $             841   
  100     4.000%, 01/01/24     108  
  Hawaii State, Department of Budget & Finance, RB  
  100     5.500%, 07/01/43     109  
  475     5.125%, 07/01/31     516  
  300     5.000%, 07/01/21     300  
  300     5.000%, 07/01/26     327  
  200     5.000%, 07/01/29     217  
  50     4.625%, 07/01/27     54  
  140     4.000%, 01/01/26     157  
  250     4.000%, 01/01/31     295  
  350     3.250%, 01/01/25     377  
  2,535     3.200%, 07/01/39     2,761  
  Hawaii State, Department of Budget & Finance, Ser A, RB  
  245     5.000%, 07/01/22     257  
  575     5.000%, 07/01/26     626  
  350     5.000%, 07/01/27     410  
  755     5.000%, 07/01/30     882  
  3,135     5.000%, 07/01/35     3,626  
  1,130     4.000%, 07/01/40     1,242  
  Hawaii State, Department of Budget & Finance, Ser B, RB  
  775     5.000%, 07/01/28     842  
  Hawaii State, Department of Hawaiian Home Lands, Kapolie Office Facilities, Ser A, COP, AGM Insured  
  500     5.000%, 11/01/26     611  
  Hawaii State, Department of Hawaiian Home Lands, RB  
  100     5.000%, 04/01/24     112  
  460     5.000%, 04/01/25     536  
  500     5.000%, 04/01/27     618  
  50     5.000%, 04/01/31     60  
  Hawaii State, Department of Hawaiian Home Lands, Ser A, RB  
  350     4.000%, 11/01/22     368  
  Hawaii State, Department of Transportation, Airports Division Lease Revenue, COP, AMT  
  2,525     5.000%, 08/01/21     2,533  
  1,000     5.000%, 08/01/27     1,088  
  1,000     5.000%, 08/01/28     1,088  

 

June 30, 2021   11     www.bishopstreetfunds.com


Hawaii Municipal Bond Fund     (unaudited)  

Schedule of Investments

 

Face

Amount

      (000)      

        Value
       (000)      
 

Hawaii — (continued)

 
  Hawaii State, Department of Transportation, COP, AMT, AMT Insured  
$ 500     5.250%, 08/01/25   $             548   
  Hawaii State, Harbor System Revenue, Ser A, RB, AMT  
  1,000     5.000%, 07/01/24     1,132  
  1,000     5.000%, 07/01/26     1,206  
  Hawaii State, Harbor System Revenue, Ser C, RB  
  1,250     4.000%, 07/01/32     1,537  
  75     4.000%, 07/01/38     91  
  1,000     4.000%, 07/01/39     1,208  
  800     4.000%, 07/01/40     965  
  Hawaii State, Highway Revenue, Ser A, RB  
  500     5.000%, 01/01/22, Pre-Refunded @ 100(A)     512  
  700     5.000%, 01/01/23     751  
  125     5.000%, 01/01/24     140  
  215     5.000%, 01/01/25     245  
  965     5.000%, 01/01/30     1,176  
  1,000     5.000%, 01/01/33     1,132  
  1,200     4.000%, 01/01/26     1,222  
  500     4.000%, 01/01/32     575  
  250     4.000%, 01/01/36     284  
  Hawaii State, Highway Revenue, Ser B, RB  
  205     5.000%, 01/01/24     229  
  Hawaii State, Housing Finance & Development, Kuhio Park Terrace Multi-Family Housing, Ser A, RB, FHLMC Insured  
  200     3.900%, 04/01/22     201  
  Hawaii State, Housing Finance & Development, Single-Family Housing, Ser B, RB, GNMA/FNMA/FHLMC Insured  
  105     3.450%, 01/01/22     105  
  Hawaii State, Housing Finance & Development, Wilikina Apartments Project, Ser A, RB  
  1,000     5.000%, 05/01/34     1,019  
  Hawaii State, Ser DZ, GO  
  300     5.000%, 12/01/21, Pre-Refunded @ 100(A)     307  
  225     4.000%, 12/01/30     228  
  200     4.000%, 12/01/31     203  
  Hawaii State, Ser EA, GO  
  1,700     5.000%, 12/01/22     1,734  

 

Bishop Street Funds   12    


Hawaii Municipal Bond Fund     (unaudited)  

Schedule of Investments

 

Face

Amount

      (000)      

        Value
       (000)      
 

Hawaii — (continued)

 
  Hawaii State, Ser EE-2017, GO  
$ 85     5.000%, 11/01/22, Pre-Refunded @ 100(A)   $ 91   
  Hawaii State, Ser EF, GO  
  300     5.000%, 11/01/23                 319  
  500     5.000%, 11/01/24     532  
  Hawaii State, Ser EH, GO  
  5     5.000%, 08/01/23, Pre-Refunded @ 100(A)     6  
  125     5.000%, 08/01/24     137  
  300     5.000%, 08/01/29     329  
  315     5.000%, 08/01/30     345  
  95     5.000%, 08/01/32     104  
  Hawaii State, Ser EH-2017, GO  
  85     5.000%, 08/01/23 (B)     93  
  Hawaii State, Ser EO, GO  
  1,555     5.000%, 08/01/29     1,768  
  1,015     5.000%, 08/01/30     1,154  
  1,000     5.000%, 08/01/33     1,135  
  Hawaii State, Ser ET, GO  
  350     5.000%, 10/01/30     415  
  2,000     4.000%, 10/01/26     2,299  
  Hawaii State, Ser FB, GO  
  450     3.000%, 04/01/35     479  
  Hawaii State, Ser FG, GO  
  500     5.000%, 10/01/30     609  
  200     5.000%, 10/01/31     243  
  Hawaii State, Ser FH, GO  
  100     5.000%, 10/01/27     123  
  Hawaii State, Ser FK, GO  
  1,915     5.000%, 05/01/29     2,375  
  Hawaii State, Ser FN-REF, GO  
  655     5.000%, 10/01/30     822  
  Hawaii State, Ser FT, GO  
  800     5.000%, 01/01/31     1,002  
  Hawaii State, Ser FW, GO  
  925     5.000%, 01/01/30     1,196  
  2,000     5.000%, 01/01/37     2,534  
  1,040     5.000%, 01/01/39     1,313  

 

June 30, 2021   13     www.bishopstreetfunds.com


Hawaii Municipal Bond Fund     (unaudited)  

Schedule of Investments

 

Face

Amount

      (000)      

        Value
       (000)      
 

Hawaii — (continued)

 
  Honolulu Hawaii City & County, Board of Water Supply, Ser A, RB  
$ 1,180     5.000%, 07/01/22, Pre-Refunded @ 100(A)   $ 1,237   
  235     5.000%, 07/01/23                 257  
  525     5.000%, 07/01/24     598  
  250     5.000%, 07/01/24, Pre-Refunded @ 100(A)     285  
  1,000     5.000%, 07/01/25     1,139  
  500     5.000%, 07/01/26     608  
  100     5.000%, 07/01/27     125  
  50     4.500%, 07/01/22, Pre-Refunded @ 100(A)     52  
  1,000     4.000%, 07/01/38     1,238  
  1,000     4.000%, 07/01/40     1,232  
  Honolulu Hawaii City & County, GO  
  250     4.000%, 09/01/33     296  
  Honolulu Hawaii City & County, Ser A, GO  
  310     5.250%, 08/01/21, Pre-Refunded @ 100(A)     312  
  1,000     5.000%, 10/01/23     1,108  
  350     5.000%, 10/01/29     415  
  800     5.000%, 10/01/31     948  
  475     5.000%, 09/01/32     590  
  1,500     5.000%, 10/01/37     1,761  
  1,175     5.000%, 09/01/38     1,473  
  Honolulu Hawaii City & County, Ser A  
  1,200     5.000%, 10/01/32     1,421  
  125     5.000%, 10/01/36     147  
  Honolulu Hawaii City & County, Ser B, GO  
  280     5.000%, 11/01/22     298  
  200     5.000%, 11/01/24     213  
  1,000     5.000%, 11/01/25     1,063  
  Honolulu Hawaii City & County, Ser C, GO  
  125     5.000%, 10/01/21     127  
  680     5.000%, 08/01/34     877  
  1,400     5.000%, 08/01/44     1,771  
  1,200     4.000%, 08/01/23     1,295  
  1,400     4.000%, 10/01/32     1,620  
  145     3.000%, 10/01/28     158  
  Honolulu Hawaii City & County, Ser D, GO  
  750     5.000%, 07/01/23     822  

 

Bishop Street Funds   14    


Hawaii Municipal Bond Fund     (unaudited)  

Schedule of Investments

 

Face

Amount

      (000)      

        Value
       (000)      
 

Hawaii — (continued)

 
  Honolulu Hawaii City & County, Ser F, GO  
$ 625     5.000%, 07/01/33   $             827   
  Honolulu Hawaii City & County, Wastewater System Revenue, RB  
  1,000     5.000%, 07/01/25, Pre-Refunded @ 100(A)     1,182  
  500     5.000%, 07/01/39     639  
  Honolulu Hawaii City & County, Wastewater System Revenue, Ser A, RB  
  100     5.000%, 07/01/22, Pre-Refunded @ 100(A)     105  
  300     5.000%, 07/01/24     341  
  775     5.000%, 07/01/26     913  
  575     5.000%, 07/01/49     726  
  1,420     4.000%, 07/01/39     1,702  
  Honolulu Hawaii City & County, Wastewater System Revenue, Ser B, RB  
  725     5.000%, 07/01/23     795  
  325     4.000%, 07/01/33     373  
  Honolulu Hawaii City & County, Wastewater System Revenue, Ser S, RB  
  125     5.000%, 07/01/24     142  
  Kauai County, GO  
  150     5.000%, 08/01/26     183  
  250     5.000%, 08/01/37     305  
  Kauai County, Ser A, GO  
  250     5.000%, 08/01/21     251  
  500     5.000%, 08/01/23, Pre-Refunded @ 100(A)     526  
  315     4.000%, 08/01/24, Pre-Refunded @ 100(A)     328  
  250     3.250%, 08/01/23, Pre-Refunded @ 100(A)     251  
  Kauai County, Ser A, GO, NATL FGIC Insured  
  415     5.000%, 08/01/21     417  
  Maui County, GO  
  460     5.000%, 03/01/24     518  
  430     5.000%, 03/01/27     534  
  450     5.000%, 03/01/29     584  
  Maui County, RB  
  1,500     3.250%, 09/01/36     1,649  
  University of Hawaii, Ser B, RB  
  500     5.000%, 10/01/27     630  
  1,500     5.000%, 10/01/34     1,759  

 

June 30, 2021   15     www.bishopstreetfunds.com


Hawaii Municipal Bond Fund     (unaudited)  

Schedule of Investments

 

Face

Amount

      (000)      

        Value
       (000)      
 

Hawaii — (continued)

 
$ 1,000     4.000%, 10/01/23    $ 1,084   
  University of Hawaii, Ser D, RB  
  575     5.000%, 10/01/25                 684  
  700     4.000%, 10/01/32     861  
  University of Hawaii, Ser E, RB  
  1,485     5.000%, 10/01/25     1,767  
  1,350     5.000%, 10/01/32     1,634  
  University of Hawaii, Ser F  
  100     5.000%, 10/01/27     126  
  University of Hawaii, Ser F, RB  
  2,425     5.000%, 10/01/35     3,015  
   

 

 

 

      117,930  
   

 

 

 

 

Kentucky — 0.2%

 
  Kentucky State, Public Energy Authority, Ser B, RB  
  200     4.000%, 07/01/22     207  
   

 

 

 

 

New York — 0.9%

 
  Metropolitan Transportation Authority, Ser B  
  50     5.000%, 11/15/23     55  
  New York City, Trust for Cultural Resources, Ser S, RB  
  1,000     5.000%, 07/01/41     1,121  
   

 

 

 

      1,176  
   

 

 

 

 

Oklahoma — 0.5%

 
  Comanche County, Educational Facilities Authority, Ser A, RB  
  500     5.000%, 12/01/30     620  
  Oklahoma State, Development Finance Authority, RB  
  19     5.000%, 06/01/44     21  
   

 

 

 

      641  
   

 

 

 

 

Texas — 0.9%

 
  Tomball City, Independent School District, GO, PSF-GTD Insured  
  1,000     5.000%, 02/15/28     1,158  
   

 

 

 

 

Bishop Street Funds   16    


Hawaii Municipal Bond Fund     (unaudited)  

Schedule of Investments

 

Face

Amount

      (000)      

        Value
       (000)      
 

Utah — 0.4%

 
  Utah State, Charter School Finance Authority, Ser A, RB, UT CSCE Insured  
$ 450     4.000%, 10/15/40    $             478   
   

 

 

 

  TOTAL MUNICIPAL BONDS (Cost $118,883)     123,172  
   

 

 

 

      Shares      

         
  CASH EQUIVALENT — 1.9%  
  2,380,451     BlackRock FedFund, Institutional Shares, 0.030% (C) (Cost $2,380)     2,380  
   

 

 

 

  TOTAL INVESTMENTS (Cost $121,263) —98.5%    $ 125,552  
 

 

 

 

Percentages are based on Net Assets of $127,422 (000).

 

(A)

Pre-Refunded Security —The maturity date shown is the pre-refunded date.

 

(B)

Security is escrowed to maturity.

 

(C)

The rate reported is the 7-day effective yield as of June 30, 2021.

AGM—Assured Guaranty Municipal Corporation.

AMT—Alternative Minimum Tax

COP—Certificate of Participation

FGIC—Financial Guarantee Insurance Corporation

FHLMC—Federal Home Loan Mortgage Corporation

FNMA—Federal National Mortgage Corporation

GNMA—Government National Mortgage Association

GO—General Obligation

NATL—National Public Finance Guarantee Association

PSF-GTD — Guaranteed by Permanent School Fund

RB—Revenue Bond

Ser—Series

Cost figures are shown in thousands.

 

June 30, 2021   17     www.bishopstreetfunds.com


Hawaii Municipal Bond Fund     (unaudited)  

Schedule of Investments

 

The following is a summary of the inputs used as of June 30, 2021, in valuing the Fund’s investments carried at value (000):

 

                                                                                   
Hawaii Municipal Bond Fund  
Investments in Securities   Level 1     Level 2     Level 3     Total  

Municipal Bonds

  $     $ 123,172     $     $ 123,172  

Cash Equivalent

    2,380                   2,380  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

  $ 2,380     $ 123,172     $     $ 125,552  
 

 

 

   

 

 

   

 

 

   

 

 

 

For the six-month period ended June 30, 2021, there were no transfers in or out of Level 3.

Amounts designated as “—” are $0.

For more information on valuation inputs, see Note 2 in the Notes to Financial Statements.

The accompanying notes are an integral part of the financial statements.

 

Bishop Street Funds   18    


Bishop Street Funds     (unaudited)  

Statements of Assets and Liabilities (000)

June 30, 2021

 

                                                 
     High Grade
Income Fund
    Hawaii Municipal
Bond Fund

Assets:

   

Investments, at Cost

  $ 19,820     $ 121,263      

Investments, at Value

  $ 21,533     $ 125,552  

Dividends and Interest Receivable

    141       1,995  

Due from Advisor

    2        

Receivable for Fund Shares Sold

          88  

Prepaid Expenses

    4       19  

Total Assets

    21,680       127,654  

Liabilities:

   

Income Distribution Payable

    21       126  

Shareholder Servicing Fees Payable

    8        

Administrative Fees Payable

    3       9  

Trustees Fees Payable

    1        

Advisory Fees Payable

          13  

Payable for Fund Shares Redeemed

          1  

Chief Compliance Officer Fees Payable

          1  

Distribution Fees Payable, Class A

          4  

Audit Expense Payable

    4       21  

Legal Fees

    5       14  

Transfer Agent Fees Payable

    6       15  

Printing Expense Payable

    4       19  

Other Accrued Expenses Payable

    3       9  

Total Liabilities

    55       232  

Net Assets

  $ 21,625     $ 127,422  

Paid-in Capital

  $ 23,372     $ 122,828  

Total Distributable Earnings/(Loss)

    (1,747     4,594  

Net Assets

  $ 21,625     $ 127,422  

Class I Shares:

   

Net Assets

  $ 21,625     $ 110,092  

Outstanding Shares of Beneficial Interest
(unlimited authorization — no par value)

    2,578       10,134  

Net Asset Value, Offering and Redemption Price
Per Share — Class I (Net Assets / Shares Outstanding)

  $ 8.39     $ 10.86  

Class A Shares:

   

Net Assets

    N/A     $ 17,330  

Outstanding Shares of Beneficial Interest
(unlimited authorization — no par value)

    N/A       1,595  

Net Asset Value, Offering and Redemption Price
Per Share — Class A (Net Assets / Shares Outstanding)

    N/A     $ 10.86  

Maximum Offering Price Per Shares — Class A
($10.86/ 97.00%)

    N/A     $ 11.20  

N/A – Not Applicable. Share class currently not offered.

Amounts designated as “—” are either $0 or have been rounded to $0.

The accompanying notes are an integral part of the financial statements.

 

June 30, 2021   19     www.bishopstreetfunds.com


Bishop Street Funds     (unaudited)  

Statements of Operations (000)

For the six-month period ended June 30, 2021

 

                                                 
     High Grade
Income Fund
    Hawaii
Municipal
Bond Fund

Investment Income:

   

Interest Income

  $ 395     $ 1,309  

Total Investment Income

    395       1,309  

Expenses:

   

Investment Adviser Fees

    84       218  

Shareholder Servicing Fees

    38       137  

Administrative Fees

    31       125  

Chief Compliance Officer Fees

    1       5  

Distribution Fees, Class A

          21  

Transfer Agent Fees

    20       48  

Legal Fees

    8       28  

Pricing Fees

    5       13  

Printing Fees

    5       21  

Trustees’ Fees

    4       15  

Audit Fees

    4       21  

Registration Fees

    4       5  

Custody Fees

    2       3  

Miscellaneous Expenses

    4       13  

Total Expenses

    210       673  

Less Waivers:

   

Investment Adviser Fees

    (62     (144

Shareholder Servicing Fees

    (23     (93

Administrative Fees

    (10     (71

Total Waivers

    (95     (308

Total Net Expenses

    115       365  

Net Investment Income

    280       944  

Net Realized Gain on Investments

    605       163  

Net Change in Unrealized
(Depreciation) on Investments

    (1,631     (519 )     

Net Realized and Unrealized Loss on Investments

    (1,026     (356

Increase (Decrease) in Net Assets Resulting from Operations

  $ (746   $ 588  

Amounts designated as “—” are either $0 or have been rounded to $0.

The accompanying notes are an integral part of the financial statements.

 

Bishop Street Funds   20    


Bishop Street Funds           

Statements of Changes in Net Assets (000)

For the six-month period ended June 30, 2021 (unaudited) and the year ended December 31, 2020

 

                                                                           
      High Grade
Income Fund
     Hawaii Municipal
Bond Fund
 
      2021      2020      2021      2020  

Investment Activities from Operations:

           

Net Investment Income

   $ 280      $ 641      $ 944      $ 2,283  

Net Realized Gain on Investments

     605        311        163        522  

Net Change in Unrealized Appreciation
(Depreciation) on Investments

     (1,631      1,523        (519      1,660  

Increase (Decrease) in Net Assets Resulting from Operations

     (746      2,475        588        4,465  

Distributions:

           

Class I Shares

     (4,321      (686      (842      (2,405 )   

Class A Shares

     N/A        N/A        (109      (331

Total Distributions

     (4,321      (686      (951      (2,736

Capital Share Transactions:

           

Class I Shares:

           

Proceeds from Shares Issued

     1,638        1,430        9,028        10,745  

Reinvestments of Cash Distributions

     1,871        436        115        331  

Cost of Shares Redeemed

     (9,098      (7,015      (7,454      (15,097

Total Class I Capital Share Transactions

     (5,589      (5,149      1,689        (4,021

Class A Shares:

           

Proceeds from Shares Issued

     N/A        N/A        974        64  

Reinvestments of Cash Distributions

     N/A        N/A        81        249  

Cost of Shares Redeemed

     N/A        N/A        (403      (890

Total Class A Capital Share Transactions

     N/A        N/A        652        (577

Net Increase (Decrease) in Net Assets from Capital Share Transactions

     (5,589      (5,149      2,341        (4,598

Total Increase (Decrease) in Net Assets

     (10,656      (3,360      1,978        (2,869

Net Assets:

           

Beginning of Period/Year

     32,281        35,641        125,444        128,313  

End of Period/Year

   $ 21,625      $ 32,281      $ 127,422      $ 125,444  

Share Transactions:

           

Class I Shares:

           

Shares Issued

     162        139        832        992  

Shares Issued in Lieu of Cash Distributions

     221        42        11        31  

Shares Redeemed

     (909      (681      (687      (1,409

Total Class I Transactions

     (526      (500      156        (386

Class A Shares:

           

Shares Issued

     N/A        N/A        90        6  

Shares Issued in Lieu of Cash Distributions

     N/A        N/A        7        23  

Shares Redeemed

     N/A        N/A        (37      (83

Total Class A Transactions

     N/A        N/A        60        (54

Net Increase (Decrease) in Shares Outstanding from Share Transactions

     (526      (500      216        (440

N/A – Not Applicable. Share class currently not offered.

The accompanying notes are an integral part of the financial statements.

 

June 30, 2021   21     www.bishopstreetfunds.com


Bishop Street Funds        

Financial Highlights

For a share outstanding throughout the six-month period ended June 30, 2021 (unaudited) and the years ended December 31,

 

        Investment Activities   Total
Investment
Activities
from
    Operations     
  Dividends and
Distributions
    Net Asset Value,
Beginning of
Period
  Net
Investment
Income
(Loss)(1)
  Net Realized
and

Unrealized
Gain (Loss)
on Investments
  Net
Investment
      Income      
  Capital
        Gains        

                                                       

               
HIGH GRADE INCOME FUND

 

               

Class I Shares:

 

2021

    $     10.40     $     0.09     $ (0.30 )     $ (0.21 )     $     (0.09 )     $     (1.71 )

2020

      9.89       0.19             0.53             0.72       (0.19 )       (0.02 )

2019

      9.29       0.21       0.61       0.82       (0.22 )       —    

2018

      9.64       0.23       (0.35 )       (0.12 )       (0.22 )       (0.01 )

2017

      9.65       0.22       0.12       0.34       (0.22 )       (0.13 )

2016

      9.80       0.22       (0.07 )       0.15       (0.22 )       (0.08 )

                                                                 

               
HAWAII MUNICIPAL BOND FUND

 

Class I Shares:

 

2021

    $ 10.90     $ 0.08     $ (0.04 )     $ 0.04     $ (0.08 )     $ —    

2020

      10.73       0.20       0.21       0.41       (0.20 )       (0.04 )

2019

      10.39       0.25       0.34       0.59       (0.25 )       —    

2018

      10.58       0.26       (0.19 )       0.07       (0.26 )       —^    

2017

      10.45       0.25       0.14       0.39       (0.25 )       (0.01 )

2016

      10.80       0.27       (0.30 )       (0.03 )       (0.26 )       (0.06 )

Class A Shares:

 

2021

    $ 10.90     $ 0.07     $ (0.04 )     $ 0.03     $ (0.07 )     $ —    

2020

      10.74       0.17       0.20       0.37       (0.17 )       (0.04 )

2019

      10.39       0.22       0.35       0.57       (0.22 )       —    

2018

      10.58       0.23       (0.20 )       0.03       (0.22 )       —^    

2017

      10.45       0.23       0.13       0.36       (0.22 )       (0.01 )

2016

      10.80       0.24       (0.29 )       (0.05 )       (0.24 )       (0.06 )

 

(1)

Per share net investment income calculated using average shares.

Total return is for the period indicated and has not been annualized. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Fee waivers are in effect; if they had not been in effect, performance would have been lower.

*

Annualized

^

Amount is less than 0.005.

Amounts designated as “-” are either $0 or have been rounded to $0.

 

Bishop Street Funds   22    


            

 

 

Total
Dividends
and
Distributions
  Net Asset
Value, End
of Period
  Total
Return†
  Net Assets
End of
Period

(000)
  Ratio of
Expenses
to
Average
Net Assets
  Ratio of
Expenses
to Average Net
Assets (Excluding
Waivers)
  Ratio of
Net
Investments
Income  (Loss)
to Average
Net Assets
  Portfolio
Turnover
Rate
                             
                             
  $     (1.80 )     $ 8.39       (2.01 )%     $ 21,625       0.76 %*       1.38 %*       1.83 %*       6 %
    (0.21 )           10.40       7.30       32,281       0.76       1.33       1.89       16
    (0.22 )       9.89       8.89       35,641       0.76       1.29       2.19       16
    (0.23 )       9.29       (1.21 )       36,638       0.76       1.34       2.42       22
    (0.35 )       9.64       3.56       50,693       0.76       1.29       2.30       33
    (0.30 )       9.65       1.47       61,204       0.76       1.25       2.20       27
                             
                             
  $ (0.08 )     $ 10.86       0.41 %     $ 110,092       0.55 %*       1.05 %*       1.55 %*       5 %
    (0.24 )       10.90       3.85       108,718       0.55       1.04       1.85       31
    (0.25 )       10.73       5.69       111,254       0.55       1.04       2.31       36
    (0.26 )       10.39       0.66       109,130       0.55       1.07       2.47       21
    (0.26 )       10.58       3.74       117,285       0.55       1.04       2.39       25
    (0.32 )       10.45       (0.32 )       120,894       0.55       1.02       2.45       26
                             
                             
  $ (0.07 )     $ 10.86       0.28 %     $ 17,330       0.80 %*       1.30 %*       1.30 %*       5 %
    (0.21 )       10.90       3.50       16,726       0.80       1.29       1.60       31
    (0.22 )       10.74       5.48       17,059       0.80       1.29       2.06       36
    (0.22 )       10.39       0.34       17,130       0.80       1.32       2.21       21
    (0.23 )       10.58       3.46       20,335       0.80       1.29       2.14       25
    (0.30 )       10.45       (0.57 )       22,374       0.80       1.27       2.20       26

The accompanying notes are an integral part of the financial statements.

 

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Bishop Street Funds     (unaudited)  

Notes to Financial Statements

June 30, 2021

The amounts included in the Notes to Financial Statements are in thousands unless otherwise noted.

 

1.

ORGANIZATION

The Bishop Street Funds (the “Trust”) are registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. The Bishop Street Funds consist of a series of two funds (each a Fund, collectively the “Funds”) which includes High Grade Income Fund and the Hawaii Municipal Bond Fund. High Grade Income Fund is diversified while Hawaii Municipal Bond Fund is non-diversified. Class A Shares of the Hawaii Municipal Bond Fund are subject to a sales load as disclosed in the prospectus. The assets of each Fund are segregated, and a shareholder’s interest is limited to the Fund in which shares are held. The Funds’ prospectus provides a description of each Fund’s investment objectives, policies and strategies.

 

2.

SIGNIFICANT ACCOUNTING POLICIES

The following are significant accounting policies, which are consistently followed in the preparation of the financial statements of the Funds. The Funds are investment companies that apply the accounting and reporting guidance issued in Topic 946 by the U.S. Financial Accounting Standards Board (“FASB”).

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the fair value of assets, the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

Security Valuation

The Funds’ investments in equity securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on the NASDAQ Stock Market (the “NASDAQ”)) including securities traded over the counter, are valued at the last quoted sale price on an exchange or market (foreign or domestic) on which they are traded on valuation date (or at approximately 4:00 pm ET if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. Debt securities are priced based upon valuations provided by independent, third-party pricing agents, if available.

 

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Bishop Street Funds     (unaudited)  

 

Such values generally reflect the last reported sales price in the most advantageous market, if the security is actively traded. The third-party pricing agents may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions, broker-supplied valuations, or other methodologies designed to identify the fair value for such securities. Such methodologies typically include matrix systems which reflect such factors as security prices, yields, maturities and ratings. Debt obligations with remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value provided that it is determined the amortized cost continues to approximate fair value. Should existing credit, liquidity or interest rate conditions in the relevant markets and issuer specific circumstances suggest that amortized cost does not approximate fair value, then the amortized cost method may not be used. Prices for most securities held in the Funds are provided daily by recognized independent pricing agents.

If a security price cannot be obtained from an independent, third-party pricing agent, the Funds seek to obtain a bid price from at least one independent broker.

Securities for which market prices are not “readily available” are valued in accordance with Fair Value Procedures established by the Funds’ Board of Trustees (the “Board”). The Funds’ Fair Value Procedures are implemented through a Fair Value Pricing Committee (the “Committee”) designated by the Funds’ Board. Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security’s trading has been halted or suspended; the security has been delisted from a national exchange; the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open; or the security’s primary pricing source is not able or willing to provide a price. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee.

In accordance with the authoritative guidance on fair value measurement under U.S. GAAP, the Funds disclose fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

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Bishop Street Funds     (unaudited)  

 

 

Level 1 — Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Funds have the ability to access at the measurement date;

 

Level 2 — Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, etc.); and

 

Level 3 — Prices, inputs or modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Investments are classified within the level of the lowest significant input considered in determining fair value. Investments classified within Level 3 whose fair value measurement considers several inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement.

For the six-month period ended June 30, 2021, there have been no changes to the Funds’ fair value methodologies.

Federal Income Taxes

It is each Fund’s intention to continue to qualify as a regulated investment company for Federal income tax purposes by complying with the appropriate provisions of Sub-chapter M of the Internal Revenue Code of 1986, as amended, and to distribute substantially all of its income to shareholders. Accordingly, no provision for Federal income taxes has been made in the financial statements.

The Funds evaluate tax positions taken or expected to be taken in the course of preparing the Funds’ tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Funds did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last 3 open tax year ends, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof.

Security Transactions and Investment Income

Security transactions are accounted for on trade date. Costs used in determining net realized capital gains and losses on the sale of securities are on the basis of specific

 

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identification. Interest income is recorded on the accrual basis from settlement date and dividend income is recorded on ex-dividend date.

Discounts and premiums are accreted or amortized using the effective interest method over the life of each security and are recorded as interest income. Realized gains (losses) on paydowns of mortgage-backed and asset-backed securities are recorded as an adjustment to interest income.

Classes

Class-specific expenses are borne by the applicable class of shares. Income, realized and unrealized gains/losses and non-class-specific expenses are allocated to the respective class on the basis of relative daily net assets. Distribution fees are the only class-specific expense.

Expenses

Expenses that are directly related to one of the Funds are charged directly to that Fund. Other operating expenses of the Trust are prorated to each of the Funds on the basis of relative net assets.

Dividends and Distributions to Shareholders

Dividends from net investment income are declared daily and paid on a monthly basis for the Funds. Any net realized capital gains will be distributed at least annually for all Funds. Distributions to shareholders are recorded on the ex-dividend date.

Front-End Sales Commission

Front-end sales commissions (the “sales charges”) are not recorded as expenses of the Hawaii Municipal Bond Fund. Sales charges are deducted from proceeds from the sales of Hawaii Municipal Bond Fund shares prior to investment in Class A Shares.

Cash Overdraft Charges

Per the terms of the agreement with MUFG Union Bank, N.A., the custodian of the Funds (the “Custodian”), if a Fund has a cash overdraft on a given day, it will be assessed an overdraft charge of the Prime Rate plus 4.00%. Cash overdraft charges are included in miscellaneous expenses on the Statements of Operations. For the six-month period ended June 30, 2021, there were no cash overdraft charges.

 

3.

INVESTMENT ADVISORY AGREEMENT

Investment advisory services are provided to the Funds by Bishop Street Capital Management (the “Adviser”), a registered adviser and wholly owned subsidiary of First Hawaiian Bank. First Hawaiian Bank is a wholly owned subsidiary of First Hawaiian Inc. The Adviser is entitled to receive an annual fee of 0.55% of the average

 

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Bishop Street Funds     (unaudited)  

 

daily net assets of the High Grade Income Fund and 0.35% of the average daily net assets of the Hawaii Municipal Bond Fund. The Adviser has contractually agreed, through April 30, 2022, to waive a portion of its advisory fee (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses (collectively, excluded expenses) to the extent necessary to keep operating expenses at or below certain percentages of the respective average daily net assets.

The contractual expense limitations are as follows:

 

High Grade Income Fund, Class I Shares

    0.76

Hawaii Municipal Bond Fund, Class I Shares

    0.55

Hawaii Municipal Bond Fund, Class A Shares

    0.80

If at any point it becomes unnecessary for the Adviser to reduce fees and make expense reimbursements, the Board may permit the Adviser to retain the difference between the Total Annual Fund Operating Expenses and contractual expense limitations to recapture all or a portion of its prior expense reductions or reimbursements made during the preceding three year period during which this agreement was in place. During the six-month period ended June 30, 2021, the Adviser did not recapture any previously waived fees.

As of June 30, 2021, fees which were previously waived by the Investment Manager which may be subject to possible future reimbursement to the Adviser were as follows:

 

High Grade

Income Fund

 

Hawaii Municipal

Bond Fund

  Total       Expires        

$157

  $340   $497     12/31/2021

116

  287   403     12/31/2022

59

  124   183     12/31/2023

62

  144   206     12/31/2024

 

4.

ADMINISTRATIVE, CUSTODIAN, TRANSFER AGENT, DISTRIBUTION AND SHAREHOLDER SERVICES

The Funds and the Administrator are parties to an Administration Agreement under which the Administrator provides administrative services to the Funds. For these services, the Administrator is paid an asset based fee which will vary depending on the number of share classes and the average daily net assets of the Funds. The Administrator has voluntarily agreed to waive a portion of its fee equal to 0.06% of High Grade Income Fund’s average daily net assets and 0.11% of the Hawaii Municipal

 

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Bishop Street Funds     (unaudited)  

 

Bond Fund’s average daily net assets. These fee waivers are voluntary and may be discontinued at any time. For the six-month period ended June 30, 2021, the Funds were charged as follows for these services: $31 in the High Grade Income Fund and $125 in the Hawaii Municipal Bond Fund. For the six-month period ended June 30, 2021, the Administrator waived as follows for these services: $10 in the High Grade Income Fund and $71 in the Hawaii Municipal Bond Fund. These fees and waivers are labeled as “Administrative Fees/Waivers” on the Statements of Operations.

The Custodian plays no role in determining the investment policies of the Funds or which securities are to be purchased or sold by the Funds. These fees are labeled on the Statements of Operations as “Custody Fees.”

DST Systems, Inc. (“DST”) acts as the Transfer Agent of the Funds. As such, DST provides transfer agency, dividend disbursing and shareholder services to the Funds. These fees are disclosed on the Statements of Operations as “Transfer Agent Fees.”

SEI Investments Distribution Co. (“SIDCO”), the “Distributer” a wholly owned subsidiary of SEI Investments Company, acts as the Trust’s Distributor pursuant to the distribution agreement. The Funds have adopted a Distribution Plan (the “Plan”) on behalf of Class A Shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. The Plan provides that Class A Shares will bear the cost of their distribution expenses. SIDCO, as compensation for its services under the Plan, receives a distribution fee, computed daily and payable monthly, of 0.25% of the average daily net assets attributable to each Fund’s Class A Shares. This fee is disclosed as “Distribution Fees, Class A” on the Statements of Operations.

The Trust has adopted and entered into a shareholder service plan and agreement with SIDCO. Each Fund pays to SIDCO a shareholder servicing fee not to exceed an annual rate of 0.25% of the average daily net asset value of all shares of each fund, which is computed daily and paid monthly. Under the shareholder service plan, SIDCO may perform, or may compensate other service providers for performing various shareholder and administrative services. SIDCO may also retain as profit any difference between the fee it receives and amount it pays to third parties. For the year, SIDCO paid the entire amount of fees received under the shareholder service plan to First Hawaiian Bank, the Parent Company of Bishop Street Capital Management, for shareholder services performed by First Hawaiian Bank on behalf of SIDCO for the benefit of certain shareholders to the Funds. SIDCO has voluntarily agreed to waive a portion its fee equal 0.15% of average daily net asset value. These fees and

 

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Bishop Street Funds     (unaudited)  

 

waivers are represented as “Shareholder Servicing Fees/Waivers” on the Statements of Operations.

 

5.

TRANSACTIONS WITH AFFILIATES

Certain officers of the Trust are also officers of SEI Investments Global Funds Services (the “Administrator”), a wholly owned subsidiary of SEI Investments Company, and/or SIDCO. Such officers are paid no fees by the Trust other than the Chief Compliance Officer (“CCO”) as described below, for serving as officers of the Trust.

A portion of the services provided by the CCO and his staff, who are employees of the Administrator, are paid for by the Trust as incurred. The services include regulatory oversight of the Trust’s Advisers and service providers as required by SEC regulations. The CCO’s services and expenses have been approved by and are reviewed by the Board. These fees are disclosed on the Statements of Operations as “Chief Compliance Officer Fees.”

 

6.

INVESTMENT TRANSACTIONS

The cost of security purchases and the proceeds from the sale and maturities of securities, other than short-term investments, for the six-month period ended June 30, 2021 are presented below for the Funds.

 

    High Grade
Income Fund
    Hawaii
Municipal
  Bond Fund  
 

Purchases

   

U.S. Government Securities

  $ 150     $  

Other

    1,693       8,271  

Sales and Maturities

   

U.S. Government Securities

  $ 5,616     $  

Other

    5,765       6,593  

 

7.

FEDERAL TAX INFORMATION

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP.

As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent. To the extent these differences are permanent in nature, they are charged or credited to

 

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Bishop Street Funds     (unaudited)  

 

undistributed net investment income (loss), accumulated net realized gain (loss) or paid in capital, as appropriate, in the period that the differences arise.

The tax character of dividends and distributions declared during the periods ended December 31, 2020 and 2019 were as follows:

 

       Ordinary  
Income
   Tax Exempt
Income
   Long-Term
  Capital Gain  
         Total      

High Grade Income Fund

           

2020

   $ 634      $      $ 52      $ 686  

2019

     837                      837   

Hawaii Municipal Bond Fund

           

2020

   $ 80      $ 2,276      $ 380      $ 2,736  

2019

     31        2,855               2,886  

As of December 31, 2020, the components of Distributable Earnings on a tax basis were as follows:

 

    High Grade
  Income Fund  
  Hawaii
Municipal Bond
Fund

Undistributed Ordinary Income

  $     $ 6  

Undistributed Long-term capital gain

    3       142  

Unrealized Appreciation

    3,316       4,808  

Other Temporary Differences

    1       1  
 

 

 

 

 

 

 

 

Total Distributable Earnings

  $ 3,320     $ 4,957  
 

 

 

 

 

 

 

 

For Federal income tax purposes, capital losses incurred may be carried forward and applied against future capital gains. Under the Regulated Investment Company Modernization Act of 2010, Funds are permitted to carry forward capital losses for an unlimited period and they will retain their character as either short-term or long-term capital losses. As of December 31, 2020, the Funds had no capital loss carryforwards.

During the fiscal year ended December 31, 2020, the High Grade Income Fund utilized $263 in capital loss carryforwards to offset capital gains.

For Federal income tax purposes, the cost of securities owned at December 31, 2020 is different from amounts reported for financial reporting purposes. The difference is primarily due to different book/tax method on amortization of premiums on certain securities. The Federal tax cost and aggregate gross unrealized appreciation

 

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Bishop Street Funds     (unaudited)  

 

and depreciation for the investments (including foreign currency and derivatives, if applicable) held by the Funds at June 30, 2021, were as follows:

 

    High Grade
    Income Fund    
    Hawaii Municipal  
Bond Fund

Federal Tax Cost

  $ 19,820     $ 121,263  
 

 

 

 

 

 

 

 

Gross Unrealized Appreciation

    1,734       4,369  

Gross Unrealized Depreciation

    (21     (80
 

 

 

 

 

 

 

 

Net Unrealized Appreciation

  $ 1,713     $ 4,289  
 

 

 

 

 

 

 

 

 

8.

RISKS

The Hawaii Municipal Bond Fund invests primarily in debt instruments in the state of Hawaii. The High Grade Income Fund and the Hawaii Municipal Bond Fund invest primarily in debt instruments. The issuers’ ability to meet their obligations may be affected by economic developments in that state. In addition, each Funds’ investments in debt securities are subject to “credit risk,” which is the risk that an issuer will be unable, or will be perceived to be unable, to repay its obligations at maturity and “interest rate risk” which is the potential for fluctuations in bond prices due to changing interest rates. Funds that invest primarily in high quality debt securities generally are subject to less credit risk than funds that invest in lower quality debt securities.

Certain debt securities are backed by credit enhancements from various financial institutions and financial guarantee assurance agencies. These credit enhancements reinforce the credit quality of the individual securities; however, if any of the financial institutions or financial guarantee assurance agencies’ credit quality should deteriorate, it could cause the individual security’s credit quality to change. Additionally, if any of the Funds concentrate their credit enhancements in any one financial institution, the risk of credit quality deterioration increases. The following tables provide detail on the approximate percentage of High Grade Income Fund’s and Hawaii Municipal Bond Fund’s investments in securities with these types of enhancements, as well as the name of the entity providing the largest proportion of enhancements in the Funds.

 

    Hawaii High
Grade
    Income Fund    

% of investments in securities with credit enhancements or liquidity enhancements

  0.69%

Largest % of investments in securities with credit enhancements or liquidity enhancements from a single institution

  0.69%
    (Public School
Fund Guarantee)

 

Bishop Street Funds   32    


Bishop Street Funds     (unaudited)  

 

    Hawaii
Municipal
    Bond Fund    

% of investments in securities with credit enhancements or liquidity enhancements

  1.72%

Largest % of investments in securities with credit enhancements or liquidity enhancements from a single institution

  0.92%
    (Public School
Fund Guarantee)

The value of asset-backed securities may be affected by the credit risk of the servicing agent for the pool, the originator of the loans or receivables, or the financial institution(s) providing the credit support. In addition to credit risk, asset-backed securities and other securities with early redemption features are subject to pre-payment risk. During periods of declining interest rates, prepayment of loans underlying asset-backed securities can be expected to accelerate or an issuer may retire an outstanding bond early to reduce interest costs. A Fund’s ability to maintain positions in such securities will be affected by reductions in the principal amount of such securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to the general prevailing interest rates at that time.

The market value of the Funds’ investments in fixed income securities may change in response to interest rate changes and other factors. During periods of falling interest rates, the values of fixed income securities generally rise. Conversely, during periods of rising interest rates, the values of such securities generally decline. Changes by recognized rating agencies in the ratings of any fixed income security and in the ability of an issuer to make payments of interest and principal may also affect the value of these investments.

In the normal course of business, the Funds enter into contracts that provide general indemnifications. The Funds’ maximum exposure under these arrangements is dependent on future claims that may be made against the Funds and, therefore, cannot be established; however, based on experience, the risk of loss from such claims is considered remote.

 

9.

LINE OF CREDIT

Through June 30, 2021, the Funds, which are not jointly liable, had entered into an agreement which enabled them to participate in a $5 million unsecured committed revolving line of credit on a first come, first served basis, with MUFG Union Bank,

 

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Bishop Street Funds     (unaudited)  

 

N.A. (the “Bank”). The proceeds from the borrowings are permitted to be used to finance the Funds’ short term general working capital requirements, including the funding of shareholder redemptions.

For the six-month period ended June 30, 2021, the Funds did not have borrowings under the line of credit.

 

10.

OTHER

At June 30, 2021, the percentage of total shares outstanding held by share-holders owning 10% or greater of total shares outstanding of each Fund, which comprised omnibus accounts that were held on behalf of several individual shareholders, was as follows:

 

    Number of
Shareholders
  % of Outstanding
Shares

High Grade Income Fund, Class I Shares*

  3   96.46

Hawaii Municipal Bond Fund, Class I Shares

  1   82.52

Hawaii Municipal Bond Fund, Class A Shares

   

* Includes one unaffiliated shareholder, all other shareholders in the above table are affiliated.

 

11.

SUBSEQUENT EVENTS

The Funds have evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments were required to the financial statements except as follows:

The Board of Trustees of the Trust, at the recommendation of Bishop Street Capital Management approved a plan of liquidation providing for the liquidation of the Bishop Street High Grade Income Fund’s assets and the distribution of the net proceeds pro rata to the Fund’s shareholders. The Fund was closed to investments from new and existing shareholders effective as of the Fund’s close of business on July 1, 2021. The distribution of the Fund’s assets The Fund ceased operations and liquidated on July 29, 2021.

 

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Bishop Street Funds     (unaudited)  

Disclosure of Fund Expenses

 

All mutual funds have operating expenses. As a shareholder of a mutual fund you incur two types of costs: (1) transaction costs, including applicable sales charges (loads); and (2) ongoing costs, which include (among others) costs for portfolio management, administrative services, distribution and service (12b-1), shareholder service fees, and shareholder reports like this one. It is important for you to understand the impact of these costs on your investment returns.

Operating expenses such as these are deducted from a mutual fund’s gross income and directly reduce its final investment return. These expenses are expressed as a percentage of the mutual fund’s average net assets; this percentage is known as the mutual fund’s expense ratio.

The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period from January 1, 2021 to June 30, 2021.

The table on the next page illustrates your Fund’s costs in two ways:

 

Actual Fund Return. This section helps you to estimate the actual expenses after fee waivers that your Fund incurred over the period. The “Expenses Paid During Period” column shows the actual dollar expense cost incurred by a $1,000 investment in the Fund, and the “Ending Account Value” number is derived from deducting that expense cost from the Fund’s gross investment return.

You can use this information, together with the actual amount you invested in the Fund, to estimate the expenses you paid over that period. Simply divide your actual account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under “Expenses Paid During Period.”

 

Hypothetical 5% Return. This section helps you compare your Fund’s costs with those of other mutual funds. It assumes that the Fund had an annual 5% return before expenses during the year, but that the expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to make this 5% calculation. You can assess your Fund’s comparative cost by comparing the hypothetical result for your Fund in the “Expenses Paid During Period” column with those that appear in the same charts in the shareholder reports for other funds.

 

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      (unaudited)  

 

Note: Because the return is set at 5% for comparison purposes - NOT your Fund’s actual return - the account values shown may not apply to your specific investment.

 

    Beginning
Account
Value
1/1/21
    Ending
Account
Value
6/30/21
    Annualized
Expense
Ratios
  Expenses Paid
During Period*

High Grade Income Fund—Class I

                               

Actual Fund Return

    $1,000.00       $979.90       0.76     $3.73  

Hypothetical 5% Return

    1,000.00       1,021.03       0.76       3.81  

Hawaii Municipal Bond Fund—Class I

                               

Actual Fund Return

    $1,000.00       $1,004.10       0.55     $2.73  

Hypothetical 5% Return

    1,000.00       1,022.07       0.55       2.76  

Hawaii Municipal Bond Fund—Class A

                               

Actual Fund Return

    $1,000.00       $1,002.80       0.80     $3.97  

Hypothetical 5% Return

    1,000.00       1,020.83       0.80       4.01  

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

 

Bishop Street Funds   36    


Bishop Street Funds     (unaudited)  

Review of Liquidity Risk Management Program

 

Pursuant to Rule 22e-4 under the 1940 Act, the Funds’ investment adviser has adopted, and the Board has approved, a liquidity risk management program (the “Program”) to govern the Funds’ approach to managing liquidity risk. The Program is overseen by the Funds’ Liquidity Risk Management Program Administrator (the “Program Administrator”), and the Program’s principal objectives include assessing, managing and periodically reviewing each Fund’s liquidity risk, based on factors specific to the circumstances of the Funds.

At a meeting of the Board held on May 19, 2021, the Trustees received a report from the Program Administrator addressing the operations of the Program and assessing its adequacy and effectiveness of implementation for the period from January 1, 2020 through December 31, 2020. The Program Administrator’s report included an assessment of how market conditions caused by the COVID-19 pandemic impacted the Funds’ liquidity risk during the period covered by the report. The Program Administrator’s report noted that the Program Administrator had determined that the Program is reasonably designed to assess and manage each Fund’s liquidity risk and has operated adequately and effectively to manage each Fund’s liquidity risk during the period covered by the report. The Program Administrator’s report noted that during the period covered by the report, there were no liquidity events that impacted the Funds or their ability to timely meet redemptions without dilution to existing shareholders. The Program Administrator’s report also noted that the Board approved a change to the membership of the committee serving as Program Administrator. The Program Administrator’s report further noted that no material changes have been made to the Program since its implementation.

There can be no assurance that the Program will achieve its objectives in the future. Please refer to the prospectus for more information regarding a Fund’s exposure to liquidity risk and other principal risks to which an investment in the Funds may be subject.

 

June 30, 2021   37     www.bishopstreetfunds.com


Bishop Street Funds     (unaudited)  

Renewal of Investment Advisory and Sub-Advisory Agreements

 

Bishop Street Hawaii Municipal Bond Fund

Pursuant to Section 15 of the Investment Company Act of 1940 (the “1940 Act”), the Fund’s advisory agreement (the “Agreement”) must be renewed at least annually after its initial two-year term: (i) by the vote of the Board of Trustees (the “Board” or the “Trustees”) of Bishop Street Funds (the “Trust”) or by a vote of a majority of the shareholders of the Fund; and (ii) by the vote of a majority of the Trustees who are not parties to the Agreement or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such renewal.

A Board meeting was held via videoconference on February 23, 2021 to decide whether to renew the Agreement for an additional one-year term (the “February Meeting”). The February Meeting was held via videoconference in reliance on relief provided in orders issued by the Securities and Exchange Commission on March 13, 2020, March 25, 2020 and June 19, 2020 from 1940 Act sections and rules requiring that certain votes of a company’s board of trustees be cast in person due to circumstances related to the current or potential effects of the COVID-19 pandemic. In preparation for the February Meeting, the Trustees requested that the Adviser furnish information necessary to evaluate the terms of the Agreement. Prior to the February Meeting, the Independent Trustees of the Fund met to review and discuss the information provided and submitted a request for additional information to the Adviser, and information was provided in response to this request. The Trustees used this information, as well as other information that the Adviser and other service providers of the Fund presented or submitted to the Board at the February Meeting and other meetings held during the prior year, to help them decide whether to renew the Agreement for an additional year.

Specifically, the Board requested and received written materials from the Adviser and other service providers of the Fund regarding: (i) the nature, extent and quality of the Adviser’s services; (ii) the Adviser’s investment management personnel; (iii) the Adviser’s operations and financial condition; (iv) the Adviser’s brokerage practices (including any soft dollar arrangements) and investment strategies; (v) the Fund’s advisory fee paid to the Adviser and overall fees and operating expenses compared with a peer group of mutual funds; (vi) the level of the Adviser’s profitability from its relationship with the Fund, including both direct and indirect benefits accruing to the Adviser and its affiliates; (vii) the Adviser’s potential economies of scale; (viii) the Adviser’s compliance program, including a description of material compliance matters and material compliance violations; (ix) the Adviser’s policies on and compliance procedures for personal securities transactions; and (x) the Fund’s performance compared with a peer group of mutual funds and the Fund’s benchmark index.

Representatives from the Adviser, along with other Fund service providers, presented additional information and participated in question and answer sessions at the February Meeting to help the Trustees evaluate the Adviser’s services, fee and other aspects of the Agreement. The Independent Trustees received advice from independent counsel and met in executive sessions outside the presence of Fund management and the Adviser.

At the February Meeting, the Trustees, including all of the Independent Trustees, based on their evaluation of the information provided by the Adviser and other service providers of the Fund, renewed the Agreement. In considering the renewal of the Agreement, the Board considered various factors that they determined were relevant, including: (i) the nature, extent and quality of the services provided by the Adviser; (ii) the investment performance of the Fund and the Adviser; (iii) the costs of the services provided and profits realized by the Adviser from its relationship with the Fund, including both direct and indirect benefits accruing to the Adviser and its affiliates; (iv) the extent to which economies of scale are being realized by the Adviser; and (v) whether fee levels reflect such economies of scale for the benefit of Fund investors, as discussed in further detail below.

 

Bishop Street Funds   38    


Bishop Street Funds     (unaudited)  

 

Nature, Extent and Quality of Services Provided by the Adviser

In considering the nature, extent and quality of the services provided by the Adviser, the Board reviewed the portfolio management services provided by the Adviser to the Fund, including the quality and continuity of the Adviser’s portfolio management personnel, the resources of the Adviser, and the Adviser’s compliance history and compliance program. The Trustees reviewed the terms of the Agreement. The Trustees also reviewed the Adviser’s investment and risk management approaches for the Fund. The most recent investment adviser registration form (“Form ADV”) for the Adviser was available to the Board, as was the response of the Adviser to a detailed series of questions which included, among other things, information about the investment advisory services provided by the Adviser to the Fund.

The Trustees also considered other services provided to the Fund by the Adviser such as selecting broker-dealers for executing portfolio transactions, monitoring adherence to the Fund’s investment restrictions, and monitoring compliance with various Fund policies and procedures and with applicable securities laws and regulations. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the services provided to the Fund by the Adviser were sufficient to support renewal of the Agreement.

Investment Performance of the Fund and the Adviser

The Board was provided with regular reports regarding the Fund’s performance over various time periods. The Trustees also reviewed reports prepared by the Fund’s administrator comparing the Fund’s performance to its benchmark index and a peer group of mutual funds as classified by Lipper, an independent provider of investment company data, over various periods of time. Representatives from the Adviser provided information regarding and led discussions of factors impacting the performance of the Fund, outlining current market conditions and explaining their expectations and strategies for the future. The Trustees determined that the Fund’s performance was satisfactory, or, where the Fund’s performance was materially below its benchmark and/or peer group, the Trustees were satisfied by the reasons for the underperformance and/or the steps taken by the Adviser in an effort to improve the performance of the Fund. Based on this information, the Board concluded, within the context of its full deliberations, that the investment results that the Adviser had been able to achieve for the Fund were sufficient to support renewal of the Agreement.

Costs of Advisory Services, Profitability and Economies of Scale

In considering the advisory fee payable by the Fund to the Adviser, the Trustees reviewed, among other things, a report of the advisory fee paid to the Adviser. The Trustees also reviewed reports prepared by the Fund’s administrator comparing the Fund’s net and gross expense ratios and advisory fee to those paid by a peer group of mutual funds as classified by Lipper. The Trustees reviewed the management fees charged by the Adviser to other clients with comparable mandates. The Trustees considered any differences in management fees and took into account the respective demands, resources and complexity associated with the Fund and other client accounts as well as the extensive regulatory, compliance and tax regimes to which the Fund is subject. The Board concluded, within the context of its full deliberations, that the advisory fee was reasonable in light of the nature and quality of the services rendered by the Adviser.

The Trustees reviewed the costs of services provided by and the profits realized by the Adviser from its relationship with the Fund, including both direct benefits and indirect benefits, such as research and brokerage services received under soft dollar arrangements, accruing to the Adviser and its affiliates. The Trustees considered how the Adviser’s profitability was affected by factors such as its organizational structure and method for allocating expenses. The Trustees concluded that the profit margins of the Adviser with respect to the management of the Fund were not unreasonable. The Board also considered the Adviser’s commitment to managing the Fund and its willingness to continue its expense limitation and fee waiver arrangement with the Fund.

 

June 30, 2021   39     www.bishopstreetfunds.com


Bishop Street Funds     (unaudited)  

 

The Trustees considered the Adviser’s views relating to economies of scale in connection with the Fund as Fund assets grow and the extent to which the benefits of any such economies of scale are shared with the Fund and Fund shareholders. The Board considered the existence of any economies of scale and whether those were passed along to the Fund’s shareholders through a graduated advisory fee schedule or other means, including fee waivers. The Trustees recognized that economies of scale are difficult to identify and quantify and are rarely identifiable on a fund-by-fund basis. Based on this evaluation, the Board concluded that the advisory fee was reasonable in light of the information that was provided to the Trustees by the Adviser with respect to economies of scale.

Renewal of the Agreement

Based on the Board’s deliberations and its evaluation of the information described above and other factors and information it believed relevant in the exercise of its reasonable business judgment, the Board, including all of the Independent Trustees, with the assistance of Fund counsel and Independent Trustees’ counsel, unanimously concluded that the terms of the Agreement, including the fees payable thereunder, were fair and reasonable and agreed to renew the Agreement for another year. In its deliberations, the Board did not identify any absence of information as material to its decision, or any particular factor (or conclusion with respect thereto) or single piece of information that was all-important, controlling or determinative of its decision, but considered all of the factors together, and each Trustee may have attributed different weights to the various factors (and conclusions with respect thereto) and information.

 

Bishop Street Funds   40    


INVESTMENT ADVISER

BISHOP STREET CAPITAL MANAGEMENT

HONOLULU, HI 96813

ADMINISTRATOR

SEI INVESTMENTS GLOBAL FUNDSSERVICES

ONE FREEDOM VALLEYDRIVE

OAKS, PA19456

DISTRIBUTOR

SEI INVESTMENTS DISTRIBUTION CO.

ONE FREEDOM VALLEYDRIVE

OAKS, PA19456

TRANSFER AGENT

DST SYSTEMS,INC.

KANSAS CITY, MO 64121

CUSTODIAN

MUFG UNION BANK, N.A.

SAN FRANCISCO, CA94101

LEGAL COUNSEL

MORGAN, LEWIS &BOCKIUS LLP

PHILADELPHIA, PA 19103

INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

PRICEWATERHOUSECOOPERS LLP

PHILADELPHIA, PA 19103

 

LOGO

FOR MORE INFORMATION ABOUT BISHOP STREET FUNDS, CALL

1-800-262-9565 OR YOUR INVESTMENT SPECIALIST

VISIT US ONLINE AT WWW.BISHOPSTREETFUNDS.COM


LOGO

    

BISHOP STREET FUNDS P.O. BOX 219721 Kansas City, MO 64121-9721 THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR THE GENERAL INFORMATION OF BISHOP STREET FUNDS’ SHAREHOLDERS. THIS RE-PORT IS NOT AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS. SHARES OF BISHOP STREET FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY FIRST HAWAIIAN BANK OR ANY OF ITS AFFILIATES. SUCH SHARES ARE ALSO NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. INVESTMENT IN SHARES OF MUTUAL FUNDS INVOLVES RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THE BISHOP STREET FUNDS ARE DISTRIBUTED BY SEI INVESTMENTS DISTRIBUTION CO., WHICH IS NOT AFFILIATED WITH FIRST HAWAIIAN BANK, BANK OF THE WEST OR BANCWEST CORPORATION. BANCWEST CORPORATION IS A WHOLLY-OWNED SUBSIDI- ARY OF BNP PARIBAS. BSF-SA-004-2700


Item 2.

Code of Ethics.

Not applicable for semi-annual report.

 

Item 3.

Audit Committee Financial Expert.

Not applicable for semi-annual report.

 

Item 4.

Principal Accountant Fees and Services.

Not applicable for semi-annual report.

 

Item 5.

Audit Committee of Listed Registrants.

Not applicable to open-end management investment companies.

 

Item 6.

Schedule of Investments.

Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this form.

 

Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

 

Item 8.

Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

 

Item 9.

Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.

Not applicable to open-end management investment companies.

 

Item 10.

Submission of Matters to a Vote of Security Holders.

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees during the period covered by this report.

 

Item 11.

Controls and Procedures.

(a) The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures, as defined in Rule 30a-3(c) under the Act (17 CFR § 270.30a-3(c)), as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR § 270.30a-3(b)) and Rule 13a-15(b) or Rule 15d-15(b) under the Exchange Act (17 CFR § 240.13a-15(b) or § 240.15d-15(b)).


(b) There has been no change in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR § 270.3a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Items 12.

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

 

Items 13.

Exhibits.

(a)(1) Not applicable for semi-annual report.

(a)(2) A separate certification for the principal executive officer and the principal financial officer of the Registrant, as required by Rule 30a-2(a) under the Act (17 CFR § 270.30a-2(a)), is filed herewith.

(b) Officer certifications, as required by Rule 30a-2(b) under the Act (17 CFR § 270.30a-2(b)), also accompany this filing as an exhibit.

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)       Bishop Street Funds
By (Signature and Title)      

/s/ Michael Beattie

      Michael Beattie
      President
Date: September 8, 2021      

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)      

/s/ Michael Beattie

      Michael Beattie
      President
Date: September 8, 2021      
By (Signature and Title)      

/s/ Andrew Metzger

      Andrew Metzger
      Treasurer, Controller and CFO
Date: September 8, 2021