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) (Zip Code)
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, 2024
Date of reporting period: June 30, 2024
Item 1. Reports to Stockholders.
(a) | A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Act”) (17 CFR § 270.30e-1), is attached hereto. |
(b) | Not applicable. |
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. Investments.
(a) | The Schedule of Investments is included as part of the Financial Statements and Financial Highlights filed under Item 7 of this form. |
(b) | Not applicable. |
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
Financial Statements and Financial Highlights are filed herein.
BISHOP STREET FUNDS®
SEMI-ANNUAL FINANCIALS AND OTHER INFORMATION
June 30, 2024
HAWAII MUNICIPAL BOND FUND
INVESTMENT ADVISER
BISHOP STREET CAPITAL MANAGEMENT
The Fund files its complete schedule of Fund holdings for the first and third quarters of each fiscal year or as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT is available on the Fund’s website at http://www.bishopstreetfunds.com.
A description of the policies and procedures that Impact Shares, Corp. uses to determine how to vote proxies relating to Fund securities, as well as information relating to how a Fund voted proxies relating to Fund securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling 1-800-262-9565; and (ii) on the Fund's website at https://www.bishopstreetfunds.com/assets/pdfs/proxy_voting.pdf.
Bishop Street Funds
TABLE OF CONTENTS
Financial Statements (Form N-CSRS Item 7) |
|
Schedule of Investments |
2 |
Statement of Assets and Liabilities |
11 |
Statement of Operations |
12 |
Statements of Changes in Net Assets |
13 |
Financial Highlights |
14 |
Notes to Financial Statements |
16 |
Renewal of Investment Advisory Agreement [Form N-CSRS Item 11] |
26 |
1
Hawaii Municipal Bond Fund
Schedule
of Investments
Face Amount (000) |
Value
|
|||||||
MUNICIPAL BONDS — 98.1% |
||||||||
Hawaii — 98.0% |
||||||||
Hawaii County, GO |
||||||||
$ | 525 |
5.000%, 09/01/40 |
$ | 587 | ||||
1,060 |
4.000%, 09/01/42 |
1,059 | ||||||
Hawaii County, Ser A, GO |
||||||||
825 |
5.000%, 09/01/30 |
847 | ||||||
675 |
5.000%, 09/01/32 |
693 | ||||||
940 |
5.000%, 09/01/33 |
978 | ||||||
100 |
5.000%, 09/01/35 |
108 | ||||||
345 |
5.000%, 09/01/36 |
357 | ||||||
1,500 |
4.000%, 09/01/35 |
1,509 | ||||||
130 |
4.000%, 09/01/36 |
134 | ||||||
1,500 |
4.000%, 09/01/40 |
1,505 | ||||||
Hawaii County, Ser B, GO |
||||||||
145 |
4.000%, 09/01/26 |
147 | ||||||
Hawaii County, Ser C, GO |
||||||||
125 |
5.000%, 09/01/27 |
129 | ||||||
Hawaii County, Ser D, GO |
||||||||
800 |
4.000%, 09/01/31 |
813 | ||||||
Hawaii State, Airports System Authority, Ser A, RB, AMT |
||||||||
390 |
5.000%, 07/01/31 |
405 | ||||||
1,000 |
5.000%, 07/01/36 |
1,084 | ||||||
2,040 |
5.000%, 07/01/41 |
2,050 | ||||||
1,735 |
5.000%, 07/01/43 |
1,777 | ||||||
7,335 |
5.000%, 07/01/45 |
7,357 | ||||||
2,600 |
5.000%, 07/01/48 |
2,645 | ||||||
1,500 |
5.000%, 07/01/51 |
1,554 | ||||||
2,800 |
4.000%, 07/01/39 |
2,757 | ||||||
Hawaii State, Airports System Authority, Ser B, RB, AMT |
||||||||
400 |
5.000%, 07/01/24 |
400 | ||||||
Hawaii State, Airports System Authority, Ser D, RB |
||||||||
100 |
5.000%, 07/01/28 |
107 | ||||||
1,025 |
5.000%, 07/01/29 |
1,113 | ||||||
475 |
5.000%, 07/01/33 |
523 | ||||||
325 |
5.000%, 07/01/34 |
358 | ||||||
1,000 |
4.000%, 07/01/37 |
1,028 | ||||||
260 |
4.000%, 07/01/39 |
263 |
2
Bishop Street Funds
(Unaudited)
Schedule
of Investments
Face Amount (000) |
|
Value
|
||||||
Hawaii — (continued) |
||||||||
Hawaii State, Department of Budget & Finance, RB |
||||||||
$ | 1,040 |
5.000%, 07/01/27 |
$ | 1,085 | ||||
2,700 |
5.000%, 07/01/28 |
2,854 | ||||||
1,960 |
5.000%, 07/01/29 |
2,103 | ||||||
500 |
5.000%, 07/01/31 |
548 | ||||||
1,920 |
5.000%, 07/01/34 |
2,157 | ||||||
5,000 |
5.000%, 07/01/35 |
5,059 | ||||||
275 |
4.000%, 01/01/25 |
274 | ||||||
140 |
4.000%, 01/01/26 |
139 | ||||||
665 |
4.000%, 01/01/27 |
663 | ||||||
350 |
4.000%, 01/01/28 |
349 | ||||||
250 |
4.000%, 01/01/31 |
248 | ||||||
270 |
4.000%, 01/01/32 |
268 | ||||||
1,200 |
4.000%, 07/01/43 |
1,190 | ||||||
435 |
3.000%, 01/01/34 |
391 | ||||||
600 |
3.000%, 01/01/35 |
533 | ||||||
585 |
3.000%, 01/01/36 |
512 | ||||||
Hawaii State, Department of Budget & Finance, Ser A, RB |
||||||||
75 |
5.000%, 07/01/29 |
76 | ||||||
515 |
5.000%, 07/01/30 |
521 | ||||||
185 |
5.000%, 07/01/35 |
187 | ||||||
1,805 |
4.000%, 07/01/40 |
1,757 | ||||||
Hawaii State, Department of Hawaiian Home Lands, Kapolie Office Facilities, Ser A, COP |
||||||||
150 |
5.000%, 11/01/24 |
151 | ||||||
530 |
5.000%, 11/01/26 |
550 | ||||||
Hawaii State, Department of Hawaiian Home Lands, Kapolie Office Facilities, Ser A, RB |
||||||||
35 |
5.000%, 11/01/25 |
36 | ||||||
680 |
5.000%, 11/01/29 |
715 | ||||||
500 |
5.000%, 11/01/30 |
526 | ||||||
350 |
5.000%, 11/01/31 |
367 | ||||||
Hawaii State, Department of Hawaiian Home Lands, RB |
||||||||
935 |
5.000%, 04/01/25 |
945 | ||||||
75 |
5.000%, 04/01/26 |
77 | ||||||
630 |
5.000%, 04/01/27 |
659 | ||||||
320 |
5.000%, 04/01/29 |
332 | ||||||
715 |
5.000%, 04/01/30 |
741 |
3
June 30, 2024
www.bishopstreetfunds.com
Hawaii Municipal Bond Fund
Schedule
of Investments
Face Amount (000) |
|
Value
|
||||||
Hawaii — (continued) |
||||||||
$ | 960 |
5.000%, 04/01/31 |
$ | 993 | ||||
800 |
5.000%, 04/01/32 |
826 | ||||||
30 |
3.000%, 04/01/32 |
29 | ||||||
Hawaii State, Department of Transportation, Airports System, COP, AMT |
||||||||
510 |
5.250%, 08/01/25 |
511 | ||||||
1,055 |
5.000%, 08/01/27 |
1,056 | ||||||
2,075 |
5.000%, 08/01/28 |
2,076 | ||||||
Hawaii State, Department of Transportation, RB, AMT |
||||||||
1,420 |
5.250%, 08/01/24 |
1,422 | ||||||
2,570 |
5.250%, 08/01/26 |
2,577 | ||||||
Hawaii State, Harbor System Revenue, Ser A, RB, AMT |
||||||||
755 |
5.000%, 07/01/24 |
755 | ||||||
750 |
5.000%, 07/01/26 |
768 | ||||||
520 |
4.000%, 07/01/36 |
521 | ||||||
Hawaii State, Harbor System Revenue, Ser C, RB |
||||||||
1,260 |
4.000%, 07/01/32 |
1,304 | ||||||
1,000 |
4.000%, 07/01/37 |
1,017 | ||||||
85 |
4.000%, 07/01/38 |
86 | ||||||
2,160 |
4.000%, 07/01/39 |
2,180 | ||||||
3,405 |
4.000%, 07/01/40 |
3,419 | ||||||
Hawaii State, Highway Revenue, RB |
||||||||
40 |
5.000%, 01/01/35 |
44 | ||||||
1,265 |
5.000%, 01/01/37 |
1,399 | ||||||
30 |
5.000%, 01/01/38 |
33 | ||||||
380 |
5.000%, 01/01/40 |
415 | ||||||
1,265 |
5.000%, 01/01/41 |
1,375 | ||||||
Hawaii State, Highway Revenue, Ser A, RB |
||||||||
610 |
5.000%, 01/01/30 |
658 | ||||||
1,045 |
5.000%, 01/01/33 |
1,046 | ||||||
460 |
5.000%, 01/01/36 |
496 | ||||||
720 |
4.000%, 01/01/32 |
723 | ||||||
1,250 |
4.000%, 01/01/34 |
1,255 | ||||||
1,360 |
4.000%, 01/01/35 |
1,365 | ||||||
330 |
4.000%, 01/01/36 |
331 | ||||||
Hawaii State, Housing Finance & Development, Ser A, RB, FHLMC Insured |
||||||||
80 |
3.300%, 01/01/26 |
79 |
4
Bishop Street Funds
(Unaudited)
Schedule
of Investments
Face Amount (000) |
|
Value
|
||||||
Hawaii — (continued) |
||||||||
Hawaii State, Housing Finance & Development, Ser A, RB |
||||||||
$ | 3,000 |
4.950%, 04/01/29 |
$ | 3,066 | ||||
1,780 |
4.750%, 10/01/27 |
1,803 | ||||||
4,560 |
4.000%, 09/01/33 |
4,562 | ||||||
4,035 |
3.750%, 01/01/31 |
4,035 | ||||||
Hawaii State, Ser EO, GO |
||||||||
610 |
5.000%, 08/01/24, Pre-Refunded @ 100(A) |
611 | ||||||
1,605 |
5.000%, 08/01/30 |
1,607 | ||||||
Hawaii State, Ser EP, GO |
||||||||
65 |
5.000%, 08/01/24, Pre-Refunded @ 100(A) |
65 | ||||||
Hawaii State, Ser ET, GO |
||||||||
735 |
5.000%, 10/01/25, Pre-Refunded @ 100(A) |
750 | ||||||
1,000 |
4.000%, 10/01/26 |
1,006 | ||||||
Hawaii State, Ser FB, GO |
||||||||
50 |
4.000%, 04/01/29 |
50 | ||||||
Hawaii State, Ser FG, GO |
||||||||
150 |
5.000%, 10/01/27 |
156 | ||||||
125 |
5.000%, 10/01/28 |
130 | ||||||
715 |
5.000%, 10/01/30 |
739 | ||||||
375 |
5.000%, 10/01/31 |
388 | ||||||
Hawaii State, Ser FH, GO |
||||||||
125 |
5.000%, 10/01/27 |
130 | ||||||
270 |
4.000%, 10/01/31 |
270 | ||||||
Hawaii State, Ser FK, GO |
||||||||
1,525 |
5.000%, 05/01/29 |
1,598 | ||||||
525 |
5.000%, 05/01/34 |
548 | ||||||
1,100 |
4.000%, 05/01/36 |
1,108 | ||||||
Hawaii State, Ser FN-REF, GO |
||||||||
1,100 |
5.000%, 10/01/29 |
1,158 | ||||||
915 |
5.000%, 10/01/30 |
963 | ||||||
Hawaii State, Ser FT, GO |
||||||||
215 |
5.000%, 01/01/30 |
228 | ||||||
1,215 |
5.000%, 01/01/31 |
1,285 | ||||||
400 |
5.000%, 01/01/36 |
423 | ||||||
Hawaii State, Ser FW, GO |
||||||||
620 |
5.000%, 01/01/33 |
669 | ||||||
2,040 |
5.000%, 01/01/37 |
2,203 | ||||||
2,045 |
5.000%, 01/01/39 |
2,190 |
5
June 30, 2024
www.bishopstreetfunds.com
Hawaii Municipal Bond Fund
Schedule
of Investments
Face Amount (000) |
|
Value
|
||||||
Hawaii — (continued) |
||||||||
$ | 650 |
4.000%, 01/01/37 |
$ | 660 | ||||
Honolulu Hawaii City & County, Board of Water Supply, RB |
||||||||
215 |
5.000%, 07/01/34 |
248 | ||||||
140 |
5.000%, 07/01/36 |
161 | ||||||
400 |
5.000%, 07/01/42 |
443 | ||||||
Honolulu Hawaii City & County, Board of Water Supply, Ser A, RB |
||||||||
100 |
5.000%, 07/01/24 |
100 | ||||||
25 |
5.000%, 07/01/24, Pre-Refunded @ 100(A) |
25 | ||||||
100 |
5.000%, 07/01/27 |
105 | ||||||
900 |
5.000%, 07/01/28 |
965 | ||||||
1,470 |
5.000%, 07/01/29 |
1,604 | ||||||
100 |
5.000%, 07/01/30 |
111 | ||||||
400 |
5.000%, 07/01/34 |
455 | ||||||
600 |
5.000%, 07/01/43 |
667 | ||||||
400 |
4.000%, 07/01/36 |
411 | ||||||
1,000 |
4.000%, 07/01/38 |
1,026 | ||||||
1,000 |
4.000%, 07/01/40 |
1,020 | ||||||
1,000 |
4.000%, 07/01/44 |
1,001 | ||||||
2,075 |
4.000%, 07/01/46 |
2,045 | ||||||
Honolulu Hawaii City & County, GO |
||||||||
265 |
4.000%, 09/01/33 |
271 | ||||||
200 |
4.000%, 09/01/43 |
200 | ||||||
1,085 |
3.250%, 07/01/35 |
1,061 | ||||||
785 |
3.000%, 07/01/33 |
744 | ||||||
1,330 |
3.000%, 07/01/34 |
1,252 | ||||||
Honolulu Hawaii City & County, RB, HUD SECT 8 Insured |
||||||||
3,165 |
5.000%, 06/01/27(B) |
3,228 | ||||||
Honolulu Hawaii City & County, Ser A, GO |
||||||||
555 |
5.000%, 10/01/29 |
565 | ||||||
800 |
5.000%, 10/01/31 |
814 | ||||||
1,010 |
5.000%, 09/01/32 |
1,057 | ||||||
1,440 |
5.000%, 10/01/32 |
1,464 | ||||||
1,280 |
5.000%, 09/01/33 |
1,340 | ||||||
580 |
5.000%, 09/01/35 |
605 | ||||||
275 |
5.000%, 10/01/36 |
279 | ||||||
1,970 |
5.000%, 10/01/37 |
1,995 | ||||||
1,390 |
5.000%, 09/01/38 |
1,476 |
6
Bishop Street Funds
(Unaudited)
Schedule
of Investments
Face Amount (000) |
|
Value
|
||||||
Hawaii — (continued) |
||||||||
$ | 1,100 |
5.000%, 09/01/42 |
$ | 1,153 | ||||
1,015 |
4.000%, 07/01/33 |
1,057 | ||||||
785 |
4.000%, 07/01/34 |
816 | ||||||
1,220 |
4.000%, 09/01/37 |
1,225 | ||||||
1,035 |
4.000%, 07/01/41 |
1,046 | ||||||
Honolulu Hawaii City & County, Ser B, GO |
||||||||
85 |
5.250%, 07/01/45 |
94 | ||||||
650 |
5.000%, 07/01/37 |
734 | ||||||
Honolulu Hawaii City & County, Ser C, GO |
||||||||
890 |
5.000%, 08/01/34 |
970 | ||||||
1,060 |
5.000%, 07/01/38 |
1,155 | ||||||
2,400 |
5.000%, 08/01/44 |
2,529 | ||||||
620 |
5.000%, 07/01/45 |
657 | ||||||
1,000 |
4.000%, 10/01/32 |
1,011 | ||||||
2,140 |
4.000%, 10/01/33 |
2,161 | ||||||
1,355 |
4.000%, 08/01/39 |
1,369 | ||||||
585 |
4.000%, 07/01/40 |
590 | ||||||
170 |
3.000%, 10/01/28 |
166 | ||||||
Honolulu Hawaii City & County, Ser F, GO |
||||||||
625 |
5.000%, 07/01/33 |
691 | ||||||
Honolulu Hawaii City & County, Wastewater System Revenue, RB |
||||||||
1,000 |
5.000%, 07/01/25, Pre-Refunded @ 100(A) |
1,017 | ||||||
1,000 |
5.000%, 07/01/32 |
1,086 | ||||||
175 |
5.000%, 07/01/33 |
190 | ||||||
610 |
5.000%, 07/01/34 |
698 | ||||||
2,100 |
4.000%, 07/01/39 |
2,126 | ||||||
Honolulu Hawaii City & County, Wastewater System Revenue, Ser A, RB |
||||||||
385 |
5.000%, 07/01/31 |
397 | ||||||
500 |
5.000%, 07/01/34 |
568 | ||||||
1,545 |
5.000%, 07/01/36 |
1,590 | ||||||
90 |
5.000%, 07/01/47 |
98 | ||||||
2,750 |
5.000%, 07/01/49 |
2,886 | ||||||
1,965 |
4.000%, 07/01/37 |
1,999 | ||||||
3,000 |
4.000%, 07/01/38 |
3,029 | ||||||
920 |
4.000%, 07/01/39 |
930 | ||||||
1,000 |
4.000%, 07/01/44 |
1,000 |
7
June 30, 2024
www.bishopstreetfunds.com
Hawaii Municipal Bond Fund
Schedule
of Investments
Face Amount (000) |
|
Value
|
||||||
Hawaii — (continued) |
||||||||
$ | 2,990 |
4.000%, 07/01/49 |
$ | 2,911 | ||||
Honolulu Hawaii City & County, Wastewater System Revenue, Ser B, RB |
||||||||
240 |
5.000%, 07/01/35 |
247 | ||||||
275 |
4.000%, 07/01/29 |
278 | ||||||
115 |
4.000%, 07/01/32 |
116 | ||||||
Honolulu Hawaii City & County, Wastewater System Revenue, Ser S, RB |
||||||||
795 |
5.000%, 07/01/25, Pre-Refunded @ 100(A) |
809 | ||||||
Kauai County, Community Facilities District, RB |
||||||||
1,300 |
5.000%, 05/15/49 |
1,306 | ||||||
1,000 |
5.000%, 05/15/51 |
1,005 | ||||||
Kauai County, GO |
||||||||
175 |
5.000%, 08/01/26 |
181 | ||||||
175 |
5.000%, 08/01/27 |
185 | ||||||
140 |
5.000%, 08/01/28 |
148 | ||||||
25 |
5.000%, 08/01/30 |
26 | ||||||
340 |
5.000%, 08/01/37 |
353 | ||||||
225 |
4.000%, 08/01/32 |
228 | ||||||
125 |
4.000%, 08/01/33 |
127 | ||||||
10 |
3.000%, 08/01/38 |
9 | ||||||
Kauai County, Ser A, GO |
||||||||
30 |
5.000%, 08/01/24 |
30 | ||||||
Maui County, GO |
||||||||
500 |
5.000%, 03/01/29 |
542 | ||||||
245 |
5.000%, 09/01/29 |
263 | ||||||
165 |
5.000%, 03/01/30 |
182 | ||||||
1,605 |
5.000%, 03/01/34 |
1,795 | ||||||
65 |
5.000%, 03/01/35 |
72 | ||||||
60 |
5.000%, 03/01/36 |
66 | ||||||
400 |
5.000%, 03/01/38 |
445 | ||||||
500 |
4.000%, 03/01/36 |
515 | ||||||
675 |
4.000%, 03/01/37 |
691 | ||||||
65 |
3.125%, 06/01/31 |
62 | ||||||
500 |
3.000%, 06/01/27 |
491 | ||||||
400 |
3.000%, 03/01/31 |
383 | ||||||
150 |
3.000%, 09/01/33 |
143 |
8
Bishop Street Funds
(Unaudited)
Schedule
of Investments
Face Amount (000) |
|
Value
|
||||||
Hawaii — (continued) |
||||||||
Maui County, RB |
||||||||
$ | 1,020 |
3.250%, 09/01/36 |
$ | 972 | ||||
University of Hawaii, RB |
||||||||
1,000 |
5.000%, 10/01/31 |
1,031 | ||||||
University of Hawaii, Ser B, RB |
||||||||
1,510 |
5.000%, 10/01/34 |
1,535 | ||||||
1,030 |
3.000%, 10/01/28 |
1,003 | ||||||
University of Hawaii, Ser D, RB |
||||||||
700 |
4.000%, 10/01/32 |
720 | ||||||
325 |
4.000%, 10/01/33 |
334 | ||||||
100 |
3.000%, 10/01/30 |
96 | ||||||
750 |
3.000%, 10/01/36 |
690 | ||||||
University of Hawaii, Ser E, RB |
||||||||
1,450 |
5.000%, 10/01/32 |
1,492 | ||||||
University of Hawaii, Ser F, RB |
||||||||
600 |
5.000%, 10/01/33 |
634 | ||||||
2,425 |
5.000%, 10/01/35 |
2,564 | ||||||
205,916 | ||||||||
Oklahoma — 0.0% |
||||||||
Oklahoma State, Development Finance Authority, RB |
||||||||
19 |
5.000%, 06/01/44 |
19 | ||||||
Wisconsin — 0.1% |
||||||||
Public Finance Authority, Ser A, RB |
||||||||
250 |
5.000%, 07/01/28(C) |
260 | ||||||
TOTAL MUNICIPAL BONDS (Cost $214,262) |
206,195 | |||||||
Shares |
||||||||
CASH EQUIVALENT — 0.3% |
||||||||
First American Treasury Obligations Fund, Cl X, 5.21% (D) |
||||||||
724,337 |
(Cost $724) |
724 | ||||||
TOTAL INVESTMENTS (Cost $214,986) —98.4% |
$ | 206,919 |
9
June 30, 2024
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Hawaii Municipal Bond Fund
Schedule of Investments
Percentages are based on Net Assets of $210,176 (000).
(A) |
Pre-Refunded Security —The maturity date shown is the pre-refunded date. |
(B) |
Variable or floating rate security. The rate shown is the effective interest rate as of period end. The rates on certain securities are not based on published reference rates and spreads and are either determined by the issuer or agent based on current market conditions; by using a formula based on the rates of underlying loans; or by adjusting periodically based on prevailing interest rates. |
(C) |
Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutions. At June 30, 2024, these securities amounted to $261($ Thousands), representing 0.12% of net assets of the Fund. |
(D) |
The rate reported is the 7-day effective yield as of June 30, 2024. |
AMT—Alternative Minimum Tax |
Cl— Class |
COP—Certificate of Participation |
FHLMC—Federal Home Loan Mortgage Corporation |
GO—General Obligation |
RB—Revenue Bond |
Ser—Series |
Cost figures are shown in thousands.
The following is a summary of the inputs used as of June 30, 2024, 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 |
$ | — | $ | 206,195 | $ | — | $ | 206,195 | ||||||||
Cash Equivalent |
724 | — | — | 724 | ||||||||||||
Total Investments in Securities |
$ | 724 | $ | 206,195 | $ | — | $ | 206,919 |
Amounts designated as "-" are either $0 or have been rounded to $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.
10
Bishop Street Funds
Bishop Street Funds |
(Unaudited | ) |
Statement of Assets and Liabilities (000)
June 30, 2024
Hawaii Municipal Bond Fund |
||||
Assets: |
||||
Investments, at Cost |
$ | 214,986 | ||
Investments, at Value |
$ | 206,919 | ||
Dividends and Interest Receivable |
3,749 | |||
Prepaid Expenses |
15 | |||
Total Assets |
210,683 | |||
Liabilities: |
||||
Income Distribution Payable |
174 | |||
Payable for Investment Securities Purchased |
100 | |||
Shareholder Servicing Fees Payable |
58 | |||
Advisory Fees Payable (Note 3) |
40 | |||
Payable for Fund Shares Redeemed |
23 | |||
Distribution Fees Payable, Class A |
23 | |||
Administrative Fees Payable |
12 | |||
Chief Compliance Officer Fees Payable |
1 | |||
Other Accrued Expenses Payable |
76 | |||
Total Liabilities |
507 | |||
Commitments and Contingencies † |
||||
Net Assets |
$ | 210,176 | ||
Paid-in Capital |
$ | 231,761 | ||
Total Accumulated Losses |
(21,585 | ) | ||
Net Assets |
$ | 210,176 | ||
Institutional Shares: |
||||
Net Assets |
$ | 88,749 | ||
Outstanding Shares of Beneficial Interest |
||||
(unlimited authorization — no par value) |
9,017 | |||
Net Asset Value, Offering and Redemption Price |
||||
Per Share — Institutional (Net Assets / Shares Outstanding) |
$ | 9.84 | ||
Class A Shares: |
||||
Net Assets |
$ | 121,427 | ||
Outstanding Shares of Beneficial Interest |
||||
(unlimited authorization — no par value) |
12,335 | |||
Net Asset Value, Offering and Redemption Price |
||||
Per Share — Class A (Net Assets / Shares Outstanding) |
$ | 9.84 | ||
Maximum
Offering Price Per Shares — Class A |
$ | 10.14 | ||
† See Note 3 in the Notes to Financial Statements. |
The accompanying notes are an integral part of the financial statements.
11
June 30, 2024
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Bishop Street Funds |
(Unaudited | ) |
Statement of Operations (000)
For the six-month period ended June 30, 2024
Hawaii Municipal Bond Fund |
||||
Investment Income: |
||||
Interest Income |
$ | 3,070 | ||
Total Investment Income |
3,070 | |||
Expenses: |
||||
Investment Adviser Fees |
382 | |||
Shareholder Servicing Fees |
252 | |||
Administrative Fees |
218 | |||
Distribution Fees, Class A |
158 | |||
Chief Compliance Officer Fees |
4 | |||
Transfer Agent Fees |
86 | |||
Audit Fees |
19 | |||
Trustees' Fees (Form N-CSRS Item 10) |
18 | |||
Legal Fees |
18 | |||
Printing Fees |
15 | |||
Pricing Fees |
11 | |||
Registration Fees |
9 | |||
Custody Fees |
5 | |||
Miscellaneous Expenses |
11 | |||
Total Expenses |
1,206 | |||
Less Waivers: |
||||
Shareholder Servicing Fees |
(164 | ) | ||
Investment Adviser Fees |
(142 | ) | ||
Administrative Fees |
(142 | ) | ||
Total Waivers |
(448 | ) | ||
Total Net Expenses |
758 | |||
Net Investment Income |
2,312 | |||
Net Realized Loss |
(1,451 | ) | ||
Net Change
in Unrealized |
(1,024 | ) | ||
Net Realized and Unrealized Loss |
(2,475 | ) | ||
Decrease in Net Assets Resulting from Operations |
$ | (163 | ) |
The accompanying notes are an integral part of the financial statements.
12
Bishop Street Funds
Bishop Street Funds
Statements of Changes in Net Assets (000)
For the six-month period ended June 30, 2024 (unaudited) and the year ended December 31, 2023
Hawaii Municipal Bond Fund |
||||||||
2024 | 2023 | |||||||
Investment Activities from Operations: |
||||||||
Net Investment Income |
$ | 2,312 | $ | 2,341 | ||||
Net Realized Loss |
(1,451 | ) | (3,365 | ) | ||||
Net Change in Unrealized Appreciation (Depreciation) |
(1,024 | ) | 5,196 | |||||
Increase (Decrease) in Net Assets Resulting from Operations |
(163 | ) | 4,172 | |||||
Distributions: |
||||||||
Institutional Shares |
(1,050 | ) | (1,934 | ) | ||||
Class A Shares |
(1,296 | ) | (376 | ) | ||||
Total Distributions |
(2,346 | ) | (2,310 | ) | ||||
Capital Share Transactions: |
||||||||
Institutional Shares: |
||||||||
Proceeds from Shares Issued |
1,503 | 5,847 | ||||||
Reinvestments of Cash Distributions |
240 | 320 | ||||||
Cost of Shares Redeemed |
(7,371 | ) | (16,778 | ) | ||||
Total Institutional Capital Share Transactions |
(5,628 | ) | (10,611 | ) | ||||
Class A Shares: |
||||||||
Proceeds from Shares Issued |
151 | 151 | ||||||
Reinvestments of Cash Distributions |
966 | 271 | ||||||
Cost of Shares Redeemed |
(12,081 | ) | (3,786 | ) | ||||
Merger (Note 11) |
— | 123,227 | ||||||
Total Class A Capital Share Transactions |
(10,964 | ) | 119,863 | |||||
Net Increase (Decrease) in Net Assets from Capital Share Transactions |
(16,592 | ) | 109,252 | |||||
Total Increase (Decrease) in Net Assets |
(19,101 | ) | 111,114 | |||||
Net Assets: |
||||||||
Beginning of Period/Year |
229,277 | 118,163 | ||||||
End of Period/Year |
$ | 210,176 | $ | 229,277 | ||||
Share Transactions: |
||||||||
Institutional Shares: |
||||||||
Shares Issued |
152 | 591 | ||||||
Shares Issued in Lieu of Cash Distributions |
24 | 32 | ||||||
Shares Redeemed |
(746 | ) | (1,708 | ) | ||||
Total Institutional Transactions |
(570 | ) | (1,085 | ) | ||||
Class A Shares: |
||||||||
Shares Issued |
15 | 15 | ||||||
Shares Issued in Lieu of Cash Distributions |
98 | 27 | ||||||
Shares Redeemed |
(1,224 | ) | (382 | ) | ||||
Shares Contributed in Merger (Note 11) |
— | 12,524 | ||||||
Total Class A Transactions |
(1,111 | ) | 12,184 | |||||
Net Increase (Decrease) in Shares Outstanding from Share Transactions |
(1,681 | ) | 11,099 |
The accompanying notes are an integral part of the financial statements.
13
June 30, 2024
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Bishop Street Funds
Financial Highlights
For a share outstanding throughout the six-month period ended June 30, 2024 (unaudited) and the years ended December 31,
Investment Activities |
Dividends
and |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Asset Value, Beginning of Period |
Net |
Net
Realized and |
Total
|
Net |
Capital |
|||||||||||||||||||||||||||||||||||||||||||||||||||
HAWAII MUNICIPAL BOND FUND | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Institutional Shares: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2024 |
$ | 9.95 | $ | 0.11 | $ | (0.11 | ) | $ | — | $ | (0.11 | ) | $ | — | ||||||||||||||||||||||||||||||||||||||||||
2023 |
9.90 | 0.19 | 0.05 | 0.24 | (0.19 | ) | — | |||||||||||||||||||||||||||||||||||||||||||||||||
2022 |
10.78 | 0.16 | (0.88 | ) | (0.72 | ) | (0.16 | ) | — | |||||||||||||||||||||||||||||||||||||||||||||||
2021 |
10.90 | 0.16 | (0.10 | ) | 0.06 | (0.16 | ) | (0.02 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
2020 |
10.73 | 0.20 | 0.21 | 0.41 | (0.20 | ) | (0.04 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
2019 |
10.39 | 0.25 | 0.34 | 0.59 | (0.25 | ) | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Class A Shares: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2024 |
$ | 9.96 | $ | 0.09 | $ | (0.11 | ) | $ | (0.02 | ) | $ | (0.10 | ) | $ | — | |||||||||||||||||||||||||||||||||||||||||
2023 |
9.90 | 0.16 | 0.06 | 0.22 | (0.16 | ) | — | |||||||||||||||||||||||||||||||||||||||||||||||||
2022 |
10.77 | 0.13 | (0.87 | ) | (0.74 | ) | (0.13 | ) | — | |||||||||||||||||||||||||||||||||||||||||||||||
2021 |
10.90 | 0.14 | (0.11 | ) | 0.03 | (0.14 | ) | (0.02 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
2020 |
10.74 | 0.17 | 0.20 | 0.37 | (0.17 | ) | (0.04 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
2019 |
10.39 | 0.22 | 0.35 | 0.57 | (0.22 | ) | — |
* |
Annualized |
† |
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. |
(1) |
Per share net investment income calculated using average shares. |
(2) |
Portfolio turnover rate is for the period indicated and periods of less than one year have not been annualized. Excludes effect of in-kind transfers. |
Amounts designated as "-" are either $0 or have been rounded to $0.
14
Bishop Street Funds
Total Dividends and Distributions |
Net Asset Value, End of Period |
Total
|
Net Assets End of Period (000) |
Ratio
of |
Ratio
of |
Ratio
of |
Portfolio |
||||||||||||||||||||||||
$ | (0.11 | ) | $ | 9.84 | 0.03 | % | $ | 88,749 | 0.55 | %* | 0.96 | %* | 2.26 | %* | 7 | % | |||||||||||||||
(0.19 | ) | 9.95 | 2.46 | 95,422 | 0.55 | 1.08 | 1.96 | 23 | |||||||||||||||||||||||
(0.16 | ) | 9.90 | (6.68 | ) | 105,663 | 0.55 | 1.04 | 1.59 | 15 | ||||||||||||||||||||||
(0.18 | ) | 10.78 | 0.62 | 118,341 | 0.55 | 1.03 | 1.49 | 14 | |||||||||||||||||||||||
(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 | |||||||||||||||||||||||
$ | (0.10 | ) | $ | 9.84 | (0.19 | )% | $ | 121,427 | 0.80 | %* | 1.21 | %* | 2.01 | %* | 7 | % | |||||||||||||||
(0.16 | ) | 9.96 | 2.30 | 133,855 | 0.80 | 1.33 | 1.75 | 23 | |||||||||||||||||||||||
(0.13 | ) | 9.90 | (6.83 | ) | 12,500 | 0.80 | 1.29 | 1.33 | 15 | ||||||||||||||||||||||
(0.16 | ) | 10.77 | 0.27 | 16,955 | 0.80 | 1.28 | 1.25 | 14 | |||||||||||||||||||||||
(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 |
The accompanying notes are an integral part of the financial statements.
15
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Bishop Street Funds
Notes to Financial Statements
June 30, 2024
The amounts included in the Notes to Financial Statements are in thousands unless otherwise noted.
1. |
ORGANIZATION |
The Bishop Street Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. The Bishop Street Funds consists of the Hawaii Municipal Bond Fund (the “Fund”). The Fund is non-diversified. Class A Shares of the Fund are subject to a sales load as disclosed in the prospectus. The assets of the Fund are segregated, and a shareholder’s interest is limited to the Fund in which shares are held. The Fund’s prospectus provides a description of the 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 Fund. The Fund is an investment company that applies 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 Fund’s 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. Investment companies are valued at Net Asset Value.
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
16
Bishop Street Funds
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 Fund is provided daily by recognized independent pricing agents.
If a security price cannot be obtained from an independent, third-party pricing agent, the Fund seeks 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 (the "Fair Value Procedures") established by Bishop Street Capital Management (the "Adviser") and approved by the Trust's Board of Trustees (the “Board”). Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the "valuation designee" to determine the fair value of securities and other instruments for which no readily available market quotations are available. The Fair Value Procedures are implemented through a Fair Value Committee (the “Committee”) of the Adviser.
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 de-listed from a national exchange; the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for an extended period of time; the security’s primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government imposed restrictions. 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 Fund discloses fair value of its 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:
● |
Level 1 — Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Fund has 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). |
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June 30, 2024
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Bishop Street Funds
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.
Federal Income Taxes
It is the 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 Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s 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 Fund 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 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 the Fund are charged directly to that Fund. Other operating expenses of the Trust are prorated to the Fund on the basis of relative net assets.
18
Bishop Street Funds
Dividends and Distributions to Shareholders
Dividends from net investment income are declared daily and paid on a monthly basis for the Fund. Any net realized capital gains will be distributed at least annually for the Fund. 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 Fund. Sales charges are deducted from proceeds from the sales of Fund shares prior to investment in Class A Shares.
Cash Overdraft Charges
U.S. Bank, N.A. serves as custodian (the “Custodian”) for the Fund. The Custodian plays no role in determining the investment policies of the Fund or which securities are to be purchased or sold by the Fund. If the 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 Statement of Operations. For the six-month period ended June 30, 2024, there were no cash overdraft charges.
3. |
INVESTMENT ADVISORY AGREEMENT |
Investment advisory services are provided to the Fund by 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 0.35% of the average daily net assets of the Fund. The Adviser has contractually agreed, through April 30, 2025, 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:
Hawaii Municipal Bond Fund, Institutional 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, 2024, the Adviser did not recapture any previously waived fees.
As of June 30, 2024, fees which were previously waived by the Investment Manager which may be subject to possible future reimbursement to the Adviser were as follows:
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June 30, 2024
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Bishop Street Funds
Hawaii Municipal Bond Fund |
Expires | |||
$268 |
6/30/2025 | |||
273 |
6/30/2026 | |||
245 |
6/30/2027 |
4. |
ADMINISTRATIVE, CUSTODIAN, TRANSFER AGENT, DISTRIBUTION AND SHAREHOLDER SERVICES |
The Fund and the Administrator are parties to an Administration Agreement under which the Administrator provides administrative services to the Fund. 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 Fund. The Administrator has voluntarily agreed to waive a portion of its fee equal to 0.13% of the 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, 2024, the Fund was charged $218 for these services. For the six-month period ended June 30, 2024, the Administrator waived $142 for these services to the Fund. These fees and waivers are labeled as “Administrative Fees/Waivers” on the Statement of Operations.
The Custodian plays no role in determining the investment policies of the Fund or which securities are to be purchased or sold by the Fund. These fees are labeled on the Statement of Operations as “Custody Fees.”
SS&C Global Investor Distribution Solutions, Inc. (“SS&C”) acts as the Transfer Agent of the Fund. As such, SS&C provides transfer agency, dividend disbursing and shareholder services to the Fund. These fees are disclosed on the Statement 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 Fund has 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 the Fund’s Class A Shares. This fee is disclosed as “Distribution Fees, Class A” on the Statement of Operations.
The Trust has adopted and entered into a shareholder service plan and agreement with SIDCO. The 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 the 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 Fund. SIDCO has voluntarily agreed to
20
Bishop Street Funds
waive a portion its fee equal 0.15% of average daily net asset value. These fees and waivers are represented as “Shareholder Servicing Fees/Waivers” on the Statement 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 Statement 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, 2024 are presented below for the Fund.
Hawaii Municipal Bond Fund |
||||
Purchases |
||||
Other |
$ | 15,575 | ||
Sales and Maturities | ||||
Other |
$ | 25,322 |
For the six-month period ended June 30, 2024, there were no purchases or sales of long-term U.S. Government securities.
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.
The tax character of dividends and distributions declared during the years ended December 31, 2023 and 2022 were as follows:
Ordinary Income |
Tax Exempt Income |
Total |
||||||||||
2023 |
$ | 80 | $ | 2,230 | $ | 2,310 | ||||||
2022 |
20 | 1,908 | 1,928 |
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As of December 31, 2023, the components of Accumulated Losses on a tax basis were as follows:
Hawaii Municipal Bond Fund |
||||
Capital Loss Carryforwards |
$ | (11,762 | ) | |
Unrealized Depreciation |
(7,181 | ) | ||
Other Temporary Differences |
(133 | ) | ||
Total Accumulated Losses |
$ | (19,076 | ) |
For Federal income tax purposes, capital loss carryforwards may be carried forward indefinitely and applied against all future gains. As of December 31, 2023, the Fund had $1,908 and $9,854 in short-term and long-term capital loss carryforwards, respectively. The utilization of capital losses to offset future realized gain will likely be subject to an annual limitation.
For Federal income tax purposes, the cost of securities owned at June 30, 2024 is different from amounts reported for financial reporting purposes. The Federal tax cost and aggregate gross unrealized appreciation and depreciation for the investments held by the Fund at June 30, 2024, were as follows:
Hawaii Municipal Bond Fund |
||||
Federal Tax Cost |
$ | 214,986 | ||
Gross Unrealized Appreciation |
317 | |||
Gross Unrealized Depreciation |
(8,384 | ) | ||
Net Unrealized Depreciation |
$ | (8,067 | ) |
8. |
RISKS |
The Fund invests primarily in debt instruments in the state of Hawaii. The issuers’ ability to meet their obligations may be affected by economic developments in that state. In addition, the Fund’s 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 the Fund concentrates its credit enhancements in any one financial institution, the risk of credit quality deterioration increases. The following tables provide detail on the approximate percentage of the Fund’s investments in securities with these types of enhancements, as well
22
Bishop Street Funds
as
the name of the entity providing the largest proportion of enhancements in the Fund.
% or investments in securities with credit enhancements or liquidity enhancements |
1.56% |
Largest % of investments in securities with credit enhancements or liquidity enhancements from a single institution |
1.56% |
(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. The 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 Fund’s 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 Fund enters into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund 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, 2024, the Fund, had entered into an agreement which enabled it to participate in a $5 million unsecured committed revolving line of credit on a first come, first served basis, with U.S. Bank, N.A. The proceeds from the borrowings are permitted to be used to finance the Fund’s short term general working capital requirements, including the funding of shareholder redemptions.
For the six-month period ended June 30, 2024 the Fund did not have borrowings under the line of credit.
10. |
OTHER |
At June 30, 2024, the percentage of total shares outstanding held by shareholders owning 10% or greater of total shares outstanding of the Fund, which comprised omnibus accounts that were held on behalf of several individual shareholders, was as follows:
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Number of Shareholders |
% of Outstanding Shares |
|||||||
Hawaii Municipal Bond Fund, Institutional Shares |
1 | 64 | % | |||||
Hawaii Municipal Bond Fund, Class A Shares |
– | – |
11. |
FUND MERGER |
At a meeting held on August 22, 2023, the Trust's Board considered a proposal for the reorganization of the Hawaii Municipal Fund, a series of the Lee Financial Mutual Fund, Inc. series trust (the “Merged Fund”), into the Hawaii Municipal Bond Fund, a series of the Trust managed by Bishop Street Capital Management (the “Acquiring Fund”). Following review, the Board approved the reorganization of the Hawaii Municipal Fund managed by Lee Financial Group Hawaii, Inc. (“Lee Financial”) into the Hawaii Municipal Bond Fund managed by Bishop Street Capital Management (the “Reorganization”). The investment objectives of the Merged Fund and the Acquiring Fund were similar. The investment objective of the Merged Fund was to provide a high level of current income exempt from federal and Hawaii state income taxes, consistent with preservation of capital and prudent investment management, while the Acquiring Fund’s investment objective is to provide high current income exempt from federal and Hawaii state income taxes. The principal investment strategies of the Merged Fund and Acquiring Fund shared a number of similarities.
The Board of Trustees of the Lee Financial Mutual Fund, Inc. series trust determined that the Reorganization was in the best interest of the Merged Fund’s shareholders and approved an Agreement and Plan of Reorganization (the “Plan of Reorganization”), which was subsequently approved by the Trust's Board on August 22, 2023. The shareholders of the Merged Fund approved the Reorganization at a special shareholders meeting held on November 28, 2023. The transfer of shareholder assets under the Reorganization was tax-free, meaning that neither the shareholders of the Merged Fund nor the Acquiring Fund realized any gains or losses for federal income tax purposes as a result of the transaction. The Reorganization occurred following the close of business on December 1, 2023, whereby the assets and the stated liabilities of the Merged Fund were transferred to the corresponding Acquiring Fund.
Merged Fund |
Shares Outstanding |
Acquiring Fund |
Shares Converted |
Merged Fund Net Asset Value of Converted Shares |
Hawaii Municipal Fund |
12,496 |
Bishop
Street Hawaii |
12,524 |
$123,227 |
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The net assets before acquisition were as follows: | |||||||||||||
|
|
||||||||||||
Merged Fund |
Net Assets |
Unrealized Appreciation (Depreciation) on Investments |
Acquiring Fund |
Net Assets |
|||||||||
Hawaii Municipal Fund |
$ | 123,227 |
$(5,379) |
Bishop
Street Hawaii |
$ | 104,315 | |||||||
The net assets of the Acquiring Fund immediately following the acquisition were $227,542.
Assuming the acquisition had been completed on January 3, 2023, the Acquiring Fund’s pro-forma results of operations for the period ended December 31, 2023, would have been as follows:
Net investment income (a) |
$ | 4,836 | ||
Net realized and unrealized gain on investments (b) |
(1,133 | ) | ||
Net increase in net assets resulting from operations |
3,703 |
(a) $2,340, as reported in the Statement of Operations, plus $2,496 Net investment income from the Merged Fund pre-merger.
(b) $1,832, as reported in the Statement of Operations, plus $(2,965) Net realized and unrealized gain (loss) on investments from the Merged Fund pre-merger.
Because the Merged Fund and Acquiring Fund have been managed as an integrated single Fund since the completion date it is not feasible to separate the income/(losses) and gains/(losses) of the Merged Fund that have been included in the Acquiring Fund's Statement of Operations since December 1, 2023.
12. |
SUBSEQUENT EVENTS |
The Fund has 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.
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Renewal of Investment Advisory Agreement [Form N-CSRS Item 11]
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 on February 27–28, 2024 to decide whether to renew the Agreement for an additional one-year term. In preparation for the meeting, the Trustees requested that the Adviser furnish information necessary to evaluate the terms of the Agreement. Prior to the 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 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 Board 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 Board 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.
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
26
Bishop Street Funds
(Unaudited)
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.
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
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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.
28
Bishop Street Funds
Investment Adviser
Bishop Street Capital Management
Honolulu, HI 96813
Administrator
SEI Investments Global Funds Services
One Freedom Valley Drive
Oaks, PA19456
Distributor
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA19456
Transfer Agent
SS&C GIDS, Inc.
Kansas City, MO 64105
Custodian
U.S. Bank, N.A.
Milwaukie, OR 97222
Legal Counsel
Morgan, Lewis & Bockius LLP
2222 Market Street
Philadelphia, PA 19103
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Philadelphia, PA 19103
For
more information about Bishop Street Funds, call
1-800-262-9565 or your Investment Specialist
Visit us online at www.bishopstreetfunds.com
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 report 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 subsidiary of BNP Paribas.
BSF-SA-004-3000
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
There were no changes in or disagreements with accountants on accounting and financial disclosure during the period covered by the report.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
The remuneration paid by the company during the period covered by the report to the Trustees on the company's Board of Trustees is disclosed as part of the financial statements included above in Item 7.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
The disclosure regarding the Approval of Advisory Agreement, if applicable, is included as part of the financial statements included above in Item 7.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.
Not applicable to open-end management investment companies.
Item 15. 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 16. 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 Securities Exchange Act of 1934 (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 § 270.30a-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.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
(a) Not applicable.
(b) Not applicable.
Item 19. Exhibits.
(a)(1) Not applicable for semi-annual report.
(a)(2) Not applicable.
(a)(4) Not applicable.
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 | ||
Principal Executive Officer |
Date: September 6, 2024
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 | ||
Principal Executive Officer |
Date: September 6, 2024
By (Signature and Title)
/s/ Andrew Metzger | ||
Andrew Metzger | ||
Principal Financial Officer |
Date: September 6, 2024