N-CSR 1 d671796dncsr.htm BISHOP STREET Bishop Street

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

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, 2018

Date of reporting period: December 31, 2018

 

 

 


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


 

 

 

The Funds file their complete schedules of portfolio holdings with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year on Form N-Q within sixty days after the end of the period. The Funds’ Forms N-Q are available on the Commission’s website at http://www.sec.gov, and may be reviewed and copied at the Commission’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 Commission’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

 

Letter to Shareholders

     2  
Definitions of Comparative Indices      4  
Dividend Value Fund   

Management Discussion

     6  

Schedule of Investments

     10  
High Grade Income Fund   

Management Discussion

     14  

Schedule of Investments

     17  
Hawaii Municipal Bond Fund   

Management Discussion

     25  

Schedule of Investments

     29  

Statements of Assets and Liabilities

     38  

Statements of Operations

     39  

Statements of Changes in Net Assets

     40  

Financial Highlights

     42  

Notes to Financial Statements

     46  

Report of Independent Registered Public Accounting Firm

     59  

Disclosure of Fund Expenses

     60  

Notice to Shareholders

     62  

Board of Trustees and Officers

     64  

 

   

 

1


BISHOP STREET

LETTER TO SHAREHOLDERS

FUNDS

 

LOGO  

Dear Shareholder:

 

2018 Market Review

 

After a tumultuous fourth quarter, the S&P 500 ended 2018 with a negative total return (-4.4%), the first down year since the financial crisis in 2008. The month of December was particularly harsh, with the S&P 500 declining about -9.0% and volatility rising sharply.

Slowing global growth and the gradual removal of monetary policy accommodation were the key issues impacting markets, but trade friction with China (which is beginning to impact growth), lower oil prices, and the Federal government shutdown also affected investor confidence.

From a factor perspective, Growth beat Value in 2018 but both investment styles posted declines for the year (Russell 1000 Growth: -1.5%; Russell 1000 Value: -8.3%). Similarly, Large capitalization stocks outperformed Small capitalization stocks as the S&P 500 declined -4.4% while the Russell 2000 fell -11.0% over the last 12 months. A key characteristic of equity markets in 2018 was higher volatility as the S&P 500 gained/lost more than 1% in a day 10 times in December alone; in the entire year of 2017 this occurred only eight times. As a result, the VIX (a measure of implied volatility) ended the year at 25.4% which was up sharply from 11.0% in 2017.

The Bloomberg Barclays US Aggregate Bond Index was basically flat for the year (0.01%) as Treasuries (0.9%), Agencies (1.3%), and Mortgages (1.0%) outperformed investment grade Corporates (-2.1%) as risk appetite faded and worries mounted over rising corporate leverage. Because of this, High yield bonds also declined (-1.8%) in 2018, as lower quality credits (A rated: -2.5%; BAA rated: -2.8%) dragged on returns. Inflation was mostly kept in check for the year resulting in TIPS posting a negative return (-1.3%)1. Lastly, Municipal Bonds posted a positive return (1.3%) despite the elimination of advance refunding bonds that reduced supply. The provider of the data is Bloomberg Barclays.

In Hawaii, the local economy remains healthy but the rate of expansion has slowed, as expected. Economic growth is forecasted to continue at a gradual pace. The labor market remains tight with the unemployment rate at 2.6% in November. Despite the tight labor market, real wage and income gains remain lackluster. Visitor arrivals rose 4.5% and spending was virtually flat at 0.1% year over year in November1. Notwithstanding multiple natural disasters in 2018, the visitor industry is on pace for its seventh year in a row of record visitor numbers.

 

Bishop Street Funds    

 

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Investment Outlook

With the uncertain economic environment, downside risks have risen but at the same time equities have become more attractively valued. In fixed income, the taxable yield curve continues to flatten with certain parts of the curve inverted. While an inverted yield curve (the difference between 2-year and 10-year yields) may signal a recession, it is not an infallible indicator. More importantly, recent comments from the Fed indicate they are not on autopilot and will adjust monetary policy depending on how the data develops. As a result, it is possible that a “soft landing” would allow the recovery to continue longer than generally expected.

Under these circumstances, we believe that portfolio diversification remains prudent and we are confident the Bishop Street Fund family will provide you with the strategies to help you build and maintain a diversified investment portfolio.

As always, thank you for your continued trust and confidence.

Sincerely,

 

LOGO

Ken Miller, CFA

Chairman, Chief Executive Officer and Chief Investment Officer

Bishop Street Capital Management

February 7, 2019

1- State of Hawaii: Department of Business, Economic Development & Tourism.

The performance data quoted represents past performance. Past performance does not guarantee future results. Index returns are for illustrative purposes only and do not represent actual Fund performance. Index performance returns do not reflect any management fees, transaction costs or expenses. Indexes are unmanaged and one cannot invest directly in an index.

Investing involves risk including possible loss of principal. Diversification does not protect against market loss.

 

December 31, 2018     www.bishopstreetfunds.com

 

3


BISHOP STREET

DEFINITIONS OF COMPARATIVE INDICES

FUNDS

 

Definitions of Comparative Indices

 

US Aggregate Bond Index is the most common index used to track the performance of investment grade bonds in the U.S.

Bloomberg Barclays U.S. Government/Credit Index is a widely-recognized, market value weighted index of U.S. Treasury securities, U.S. government agency obligations, corporate debt backed by the U.S. government and fixed-rate non-convertible corporate debt securities issued or guaranteed by foreign governments and agencies. All securities in the Index are rated investment grade (BBB) or higher, with maturities of at least one year.

Bloomberg Barclays Municipal Bond Index is a widely-recognized index of municipal bonds with maturities of at least one year.

Lipper Corporate A – Rated Debt Funds Objective – Funds that invest primarily in corporate debt issues rated “A” or better or government issues.

Lipper Large-Cap Core Funds Classification – Funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) above Lipper’s USDE large-cap floor. Large-cap core funds have more latitude in the companies in which they invest. These funds typically have an average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P 500 Index.

Lipper Other States Municipal Debt Funds Objective – Funds that invest in municipal debt issues with dollar-weighted average maturities of five to ten years and are exempt from taxation on a specified city or state basis.

The Russell 1000 Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell 1000 Growth Index is constructed to provide a comprehensive and unbiased barometer for the large cap growth segment. The Russell 1000 Growth Index is completely reconstituted annually to ensure new and growing equities are included and that the represented companies continue to reflect growth characteristics.

The Russell 1000 Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies with lower price-to-book ratios and lower expected growth values. The Russell 1000 Value Index is constructed to

 

Bishop Street Funds    

 

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LOGO

 

provide a comprehensive and unbiased barometer for the large-cap value segment. The Index is completely reconstituted annually to ensure new and growing equities are included and that the represented companies continue to reflect value characteristics.

The Standard & Poor’s 500 Index (S&P 500 Index) is an unmanaged list of common stocks which includes 500 large companies.

The Russell 1000® Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000® Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 represents approximately 92% of the Russell 3000 Index. The Russell 1000 Index is constructed to provide a comprehensive and unbiased barometer for the large-cap segment and is completely reconstituted annually to ensure new and growing equities are reflected.

The Russell 2000® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 Index is a subset of the Russell 3000® Index representing approximately 8% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000 is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set.

The ICE BofAML 1-22 Year U.S. Municipal Securities Index is a subset of the ICE BofAML U.S. Municipal Securities Index including all securities with a remaining term to final maturity greater than or equal to 1 years and less than 22 years.

Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest).

 

December 31, 2018     www.bishopstreetfunds.com

 

5


BISHOP STREET

MANAGEMENT DISCUSSION

FUNDS

 

Dividend Value Fund

 

Market overview

By most economic measures, 2018 will go down as a year of solid growth, rising job opportunities, bigger paychecks, ample credit and solid manufacturing data.

 

   

U.S. gross domestic product continued to advance at a rate in line with its long-term average: 3.2% in the third quarter; fourth-quarter data points to a solid year end.

 

   

The labor markets added an average of 250,000 new jobs monthly during the fourth quarter, a figure that is more than ample to absorb new workers.

 

   

Wages expanded by approximately 3.0% in 2018, well above the estimated rate of inflation.

 

   

U.S. manufacturing conditions remained solid, but activity softened in December, and new orders were particularly disappointing.

Despite these mostly positive factors, the financial markets were overwhelmed by global concerns in the fourth quarter, and a sell-off in stocks and other risky assets left very few sectors untouched. Cooling global growth, protracted tariff disputes and lackluster Chinese economic data all contributed to investor pessimism as 2018 came to a close. The S&P 500 Index, a broad measure of U.S. stock market performance, lost -13.52% in the fourth quarter and ended the year down -4.38%, with dividends reinvested. Only two index sectors delivered positive returns: health care and utilities. Energy, materials and communication services recorded sharp losses.

In December, the Federal Reserve raised the range on its key short-term interest rate, the federal funds rate, to 2.25% — 2.50%, citing continued strong job growth and inflation in line with its 2.0% target. Fed Chairman Powell cut the estimate for 2019 rate hikes from three to two.

 

Bishop Street Funds    

 

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Contributors and detractors

On a sector basis, energy, financials and health care were the best performers relative to the index. The strategy’s overweight in technology and positioning in communication services detracted from relative results.

 

   

In the energy sector, which was an overall poor performer for the quarter, we did well to underweight the sector and avoid energy equipment names as well as riskier exploration and production stocks. Our emphasis on cash flow steered us clear of oil-levered names, which aided relative performance, as oil prices fell during the period.

 

   

Within financials, where the strategy was overweight relative to the index, stock selection aided relative performance. An overweight position in CME Group produced positive performance for the portfolio. The company is one of two major players in the global futures and derivatives trading market. CME has a dominant position in rate-related trades, and there are high barriers to entry in its business. Overweight positions in Chubb and Marsh & McLennan, both insurance companies, also aided relative performance, as they lost less than the sector’s overall return in the index. The strategy had no exposure to Citigroup, whose shares fell sharply.

 

   

In the technology sector, an overweight detracted from relative results, as the sector was an underperformer. An out-of-index position in Apple significantly hampered returns, as its share price dropped sharply.

 

   

In communication services, the strategy had positive relative results from Comcast and Disney, but these results were more than offset by lack of exposure to Verizon, which enjoyed solid positive performance.

Outlook

Regardless of the market, which we cannot predict, we maintain a disciplined process that focuses on cash flow and quality, the latter of which we believe is more important now than it has been in some time. We seek companies with strong balance sheets and easy access to capital, a strategy that we believe has the potential to deliver solid performance over the long term.

 

December 31, 2018     www.bishopstreetfunds.com

 

7


BISHOP STREET

MANAGEMENT DISCUSSION

FUNDS

 

 

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost and current performance may be higher or lower than the performance quoted. For performance data current to the most recent month end, please visit www.bishopstreetfunds.com or call 1-800-262-9565.

Index returns are for illustrative purposes only and do not represent actual Fund performance. Index performance returns do not reflect any management fees, transaction costs or expenses. Indexes are unmanaged and one cannot invest directly in an index.

This material represents an assessment of the market environment at a specific time and is not intended to be a forecast of future events or a guarantee of future results. This information should not be relied upon by the reader as research or investment advice regarding the funds or any security in particular.

Investing involves risk including possible loss of principal. Diversification does not protect against market loss.

A company may reduce or eliminate its dividend, causing losses to the fund.

 

Bishop Street Funds    

 

8


Dividend Value Fund        

 

Performance Comparison

Comparison of Change in the Value of a $1,000,000 Investment in

the Dividend Value Fund, Class I, versus the Russell 1000 Value Index

and the Lipper Large-Cap Core Funds Classification.

 

LOGO

# Account value if you reinvested income and capital gains.

‡ Performance begins on April 30, 2006.

(1) See pages 4 - 5 for definitions of comparative indices.

 

Average Annual Total Returns      
One Year
Return
    Annualized
3 Year
Return
    Annualized
5 Year
Return
    Annualized
10 Year
Return
     
       
  (5.05 )%      8.98     7.82     12.67   Dividend Value Fund, Class I*
       
  (8.27 )%      6.95     5.95     11.18  

Russell 1000

Value Index

       
  (5.66 )%      7.91     6.93     11.97  

Lipper Large-Cap Core

Funds Classification

 

*   Commenced operations on May 3, 2006.
  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.

 

December 31, 2018     www.bishopstreetfunds.com

 

9


Dividend Value Fund           

Top Ten Equity Holdings (Unaudited)

 

     
            Percentage of
Investments
 

 

 
   
  1.     Johnson & Johnson      4.3%  

 

 
   
  2.     JPMorgan Chase      3.7%  

 

 
   
  3.     Microsoft      3.7%  

 

 
   
  4.     Apple      3.1%  

 

 
   
  5.     Cisco Systems      3.0%  

 

 
   
  6.     Merck      3.0%  

 

 
   
  7.     Pfizer      2.7%  

 

 
   
  8.     Union Pacific      2.3%  

 

 
   
  9.     Intel      2.3%  

 

 
   
  10.     Comcast Cl A      2.2%  

 

LOGO

 

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

Schedule of Investments

 

 Shares 

         Value
(000)
 
  COMMON STOCK — 98.5%  
 

Communication Services — 4.0%

 
  10,723      AT&T   $ 306  
  21,766      Comcast Cl A     741  
  2,899      Walt Disney     318  
    

 

 

 
       1,365  
    

 

 

 
 

Consumer Discretionary — 3.9%

 
  5,154      General Motors     172  
  3,722      Home Depot     639  
  2,201      McDonald’s     391  

 

Bishop Street Funds    

 

10


Dividend Value Fund           

Schedule of Investments

(continued)

 

 Shares 

         Value
(000)
 
 

Consumer Discretionary — (continued)

 
  3,500      TJX   $ 157  
    

 

 

 
       1,359  
    

 

 

 
 

Consumer Staples — 9.3%

 
  7,579      Altria Group     374  
  1,603      Hershey     172  
  7,037      Kellogg     401  
  1,981      Kimberly-Clark     226  
  5,472      PepsiCo     604  
  8,022      Philip Morris International     536  
  4,136      Procter & Gamble     380  
  5,363      Walmart     500  
    

 

 

 
       3,193  
    

 

 

 
 

Energy — 6.8%

 
  6,580      Chevron     716  
  7,404      ConocoPhillips     462  
  9,617      Exxon Mobil     656  
  8,125      Suncor Energy     227  
  3,833      Valero Energy     287  
    

 

 

 
       2,348  
    

 

 

 
 

Financials — 17.6%

 
  19,328      Bank of America     476  
  7,228      Bank of New York Mellon     340  
  8,973      BB&T     389  
  763      BlackRock     300  
  4,591      Chubb     593  
  2,226      CME Group     419  
  13,177      JPMorgan Chase     1,286  
  7,203      Marsh & McLennan     574  
  3,804      PNC Financial Services Group     445  
  4,046      Principal Financial Group     179  
  2,179      T Rowe Price Group     201  
  8,624      US Bancorp     394  
  9,756      Wells Fargo     450  
    

 

 

 
       6,046  
    

 

 

 
 

Health Care — 14.5%

 
  3,990      Baxter International     263  
  5,235      Bristol-Myers Squibb     272  
  3,335      Eli Lilly     386  
  2,442      Gilead Sciences     153  

 

December 31, 2018     www.bishopstreetfunds.com

 

11


Dividend Value Fund           

Schedule of Investments

(continued)

 

 Shares 

         Value
(000)
 
 

Health Care — (continued)

 
  11,351      Johnson & Johnson   $ 1,465  
  3,078      Medtronic PLC     280  
  13,391      Merck     1,023  
  21,477      Pfizer     937  
  773      UnitedHealth Group     192  
    

 

 

 
       4,971  
    

 

 

 
 

Industrials — 13.4%

 
  2,283      3M     435  
  1,062      Boeing     343  
  1,548      Cummins     207  
  3,247      General Dynamics     510  
  5,379      Honeywell International     711  
  3,270      Ingersoll-Rand PLC     298  
  2,635      Lockheed Martin     690  
  1,687      Parker-Hannifin     252  
  5,702      Union Pacific     788  
  4,420      Waste Management     393  
    

 

 

 
       4,627  
    

 

 

 
 

Information Technology — 18.3%

 
  1,495      Accenture PLC CL A     211  
  6,756      Apple     1,066  
  2,704      Automatic Data Processing     355  
  1,243      Broadcom     316  
  23,950      Cisco Systems     1,038  
  16,627      Intel     780  
  2,873      International Business Machines     326  
  2,310      Kla-Tencor     207  
  1,185      Lam Research     161  
  12,518      Microsoft     1,272  
  5,940      Texas Instruments     561  
    

 

 

 
       6,293  
    

 

 

 
 

Materials — 2.4%

 
  5,710      DowDuPont     306  
  2,469      LyondellBasell Industries NV CL A     205  
  976      Packaging Corp of America     81  
  4,305      Sonoco Products     229  
    

 

 

 
       821  
    

 

 

 

 

Bishop Street Funds    

 

12


Dividend Value Fund           

Schedule of Investments

(concluded)

 

 Shares 

         Value
(000)
 
 

Real Estate — 2.1%

 
  1,726      Crown Castle International ‡   $ 187  
  2,242      Digital Realty Trust ‡     239  
  1,424      Public Storage ‡     288  
    

 

 

 
       714  
    

 

 

 
 

Utilities — 6.2%

 
  4,378      Ameren     286  
  4,086      American Electric Power     306  
  5,219      CMS Energy     259  
  2,285      Dominion Resources     163  
  4,172      Eversource Energy     271  
  1,678      NextEra Energy     292  
  4,594      WEC Energy Group     318  
  4,609      Xcel Energy     227  
    

 

 

 
       2,122  
    

 

 

 
  TOTAL COMMON STOCK (Cost $24,739)     33,859  
 

 

 

 
  CASH EQUIVALENT — 1.5%  
  521,299      BlackRock FedFund, Institutional Shares, 2.310% (A) (Cost $521)     521  
    

 

 

 
  TOTAL INVESTMENTS (Cost $25,260) — 100.0%   $ 34,380  
 

 

 

 

Percentages are based on Net Assets of $34,396 (000).

 

Real Estate Investment Trust

 

(A)

The rate reported is the 7-day effective yield as of December 31, 2018.

 

Cl

— Class

 

PLC

— Public Limited Company

 

Cost

figures are shown in thousands.

As of December 31, 2018, all of the Funds’ investments in securities were considered Level 1, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP.

For the year ended December 31, 2018, there have been no transfers between Level 1, Level 2 and Level 3 assets and liabilities. Transfers, if any, between levels are considered to have occurred at the end of the period.

There were no Level 3 investments during the year ended December 31, 2018.

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.

 

December 31, 2018     www.bishopstreetfunds.com

 

13


BISHOP STREET

MANAGEMENT DISCUSSION

FUNDS

 

High Grade Income Fund

 

In 2018, the U.S. economy continued its steady growth, supported by strong employment data, increasing wages, and stable inflation. As a result, the U.S. Federal Reserve continued to increase its short term interest rate, raising it 1.00%. Short-term interest rates now sit at 2.25%, the highest they have been in 10 years.

During the year, interest rates across all maturities increased greater than market expectations and credit (implied risk) spreads did as well. This resulted in modestly negatively returns for bond portfolios for the majority of the year. In December, we saw a reversal of this trend as the broad stock market experienced a sharp decrease of over 15%. During this period investors rotated into higher quality assets, specifically bonds. This resulted in positive returns in the last month of the year, helping to mitigate losses from earlier in 2018.

On a sector related basis, higher quality sectors, such as U.S. Treasuries and Mortgages, outperformed riskier sectors such as Corporate Bonds. Along the same lines, higher rated securities outperformed lower rated securities (ex. AA versus BBB). Lastly, longer maturity bonds underperformed shorter maturity bonds due to their greater sensitivity to the increase in interest rates.

For the calendar year, the Bishop High Grade Income Fund Class I posted a return of -1.21% and underperformed the Bloomberg Barclays U.S. Government/Credit Index which finished the year down -0.42%. One positive driver of performance for the Fund included its allocation to high coupon securities while one negative driver was an overweight positioning in corporate credit.

 

Bishop Street Funds    

 

14


LOGO

 

 

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost and current performance may be higher or lower than the performance quoted. For performance data current to the most recent month end, please visit www.bishopstreetfunds.com or call 1-800-262-9565.

Index returns are for illustrative purposes only and do not represent actual Fund performance. Index performance returns do not reflect any management fees, transaction costs or expenses. Indexes are unmanaged and one cannot invest directly in an index.

This material represents an assessment of the market environment at a specific time and is not intended to be a forecast of future events or a guarantee of future results. This information should not be relied upon by the reader as research or investment advice regarding the funds or any security in particular.

Investing involves risk including possible loss of principal. Diversification does not protect against market loss.

 

December 31, 2018     www.bishopstreetfunds.com

 

15


High Grade Income Fund           

 

Performance Comparison

Comparison of Change in the Value of a $1,000,000 Investment in the High Grade Income Fund, Class I, versus the Bloomberg Barclays Capital U.S. Government/Credit Index and the Lipper Corporate A-Rated Debt Funds Objective.

 

LOGO

# Account value if you reinvested income and capital gains.

(1) See pages 4 - 5 for definitions of comparative indices.

 

Average Annual Total Returns      
One Year
Return
    Annualized
3 Year
Return
    Annualized
5 Year
Return
    Annualized
10 Year
Return
     
       
  (1.21 )%      1.25     1.96     3.27  

High Grade Income Fund,

Class I

       
  (0.42 )%      2.19     2.53     3.46  

Bloomberg Barclays

Capital U.S. Government/

Credit Index

       
  (1.80 )%      2.77     3.01     4.72  

Lipper Corporate A-Rated

Debt Funds Objective

 

  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.

 

Bishop Street Funds    

 

16


High Grade Income Fund           

Top Ten Holdings (Unaudited)

 

         
            Coupon
Rate
     Maturity
Date
     Percentage of
Investments
 

 

 

 
   
  1.     U.S. Treasury Bond      4.375%        05/15/41        2.9%  

 

 

 
   
  2.     U.S. Treasury Bond      6.000%        02/15/26        2.7%  

 

 

 
   
  3.     U.S. Treasury Bond      3.125%        05/15/48        2.6%  

 

 

 
   
  4.     Amazon.com      4.800%        12/05/34        1.9%  

 

 

 
   
  5.     GNMA, Ser 2012-91, Cl QL      2.000%        09/20/41        1.9%  

 

 

 
   
  6.     FHLMC MTN      1.500%        08/25/21        1.8%  

 

 

 
   
  7.     FHLMC MTN      1.600%        09/30/21        1.7%  

 

 

 
   
  8.     U.S. Treasury Bond      2.250%        08/15/46        1.6%  

 

 

 
   
  9.     FFCB      2.000%        06/01/21        1.6%  

 

 

 
   
  10.     Apache Corp      7.750%        12/15/29        1.6%  

 

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 — 49.9%  
 

Communication Services — 4.6%

 
   Ameritech Capital Funding  
$ 300      6.875%, 10/15/27   $ 321  
   CBS  
  175      3.500%, 01/15/25     167  
   Comcast  
  300      3.150%, 03/01/26     287  
   Verizon Communications  
  280      4.329%, 09/21/28     281  
   Walt Disney MTN  
  430      4.125%, 06/01/44     426  
  225      1.850%, 07/30/26     199  
    

 

 

 
       1,681  
    

 

 

 

 

December 31, 2018     www.bishopstreetfunds.com

 

17


High Grade Income Fund           

Schedule of Investments

(continued)

 

Face
Amount
(000)

         Value
(000)
 
 

Consumer Discretionary — 5.1%

 
   Amazon.com  
$ 650      4.800%, 12/05/34   $ 696  
   George Washington University  
  225      4.363%, 09/15/43     232  
   Home Depot  
  450      5.875%, 12/16/36     541  
   McDonald’s MTN  
  200      4.600%, 05/26/45     195  
   Starbucks  
  225      2.450%, 06/15/26     202  
    

 

 

 
       1,866  
    

 

 

 
 

Consumer Staples — 1.2%

 
   Campbell Soup  
  125      4.250%, 04/15/21     127  
   Coca-Cola  
  200      2.450%, 11/01/20     199  
   Hershey  
  125      2.625%, 05/01/23     122  
    

 

 

 
       448  
    

 

 

 
 

Energy — 5.6%

 
   Apache Corp  
  475      7.750%, 12/15/29     571  
   BP Capital Markets PLC  
  300      3.814%, 02/10/24     303  
   Kinder Morgan Energy Partners LP  
  150      4.300%, 05/01/24     150  
   Occidental Petroleum  
  390      2.700%, 02/15/23     378  
   Schlumberger Investment SA  
  400      3.650%, 12/01/23     402  
   Shell International Finance BV  
  250      1.875%, 05/10/21     243  
    

 

 

 
       2,047  
    

 

 

 
 

Financials — 14.6%

 
   Aflac  
  450      3.625%, 11/15/24     450  
   Bank of America MTN  
  365      5.625%, 07/01/20     377  
  450      4.000%, 04/01/24     453  

 

Bishop Street Funds    

 

18


High Grade Income Fund           

Schedule of Investments

(continued)

 

Face
Amount
(000)

         Value
(000)
 
 

Financials — (continued)

 
   Bank of New York Mellon MTN  
$ 500      4.150%, 02/01/21   $ 510  
   Capital One Financial  
  175      3.750%, 03/09/27     163  
   Citigroup  
  100      3.875%, 10/25/23     100  
   Discover Bank  
  200      4.200%, 08/08/23     200  
   Goldman Sachs Group MTN  
  250      3.977%, VAR ICE LIBOR USD 3 Month+1.300% 11/23/24     249  
  400      3.000%, 09/24/19     399  
   JPMorgan Chase  
  500      2.250%, 01/23/20     495  
   MetLife  
  250      3.048%, 12/15/22     246  
   Morgan Stanley MTN  
  400      3.875%, 01/27/26     390  
   Prudential Financial MTN  
  305      7.375%, 06/15/19     311  
   Royal Bank of Canada MTN  
  280      2.150%, 03/06/20     278  
   US Bancorp MTN  
  450      3.000%, 03/15/22     447  
   Wells Fargo  
  300      2.150%, 01/15/19     300  
    

 

 

 
       5,368  
    

 

 

 
 

Health Care — 4.8%

 
   AbbVie  
  500      2.900%, 11/06/22     486  
   Amgen  
  350      5.700%, 02/01/19     351  
   Celgene  
  250      3.875%, 08/15/25     241  
   CVS Health  
  250      2.875%, 06/01/26     228  
   Gilead Sciences  
  450      4.500%, 04/01/21     463  
    

 

 

 
       1,769  
    

 

 

 
 

Industrials — 2.6%

 
   FedEx  
  125      2.625%, 08/01/22     122  

 

December 31, 2018     www.bishopstreetfunds.com

 

19


High Grade Income Fund           

Schedule of Investments

(continued)

 

Face
Amount
(000)

         Value
(000)
 
 

Industrials — (continued)

 
   Norfolk Southern  
$ 150      2.900%, 06/15/26   $ 142  
   Raytheon  
  260      2.500%, 12/15/22     253  
   United Technologies  
  450      3.100%, 06/01/22     441  
    

 

 

 
       958  
    

 

 

 
 

Information Technology — 7.0%

 
   Apple  
  450      4.650%, 02/23/46     476  
   Applied Materials  
  400      3.900%, 10/01/25     403  
  200      3.300%, 04/01/27     192  
   Intel  
  500      3.300%, 10/01/21     505  
   International Business Machines  
  350      8.375%, 11/01/19     365  
   KLA-Tencor  
  200      4.650%, 11/01/24     205  
   Microsoft  
  250      3.625%, 12/15/23     257  
   NetApp  
  150      3.375%, 06/15/21     150  
    

 

 

 
       2,553  
    

 

 

 
 

Materials — 0.4%

 
   Sherwin-Williams  
  140      3.125%, 06/01/24     134  
    

 

 

 
 

Transportation — 1.0%

 
   Burlington Northern Santa Fe LLC  
  345      4.450%, 03/15/43     351  
    

 

 

 
 

Utilities — 3.0%

 
   Berkshire Hathaway Energy  
  400      6.125%, 04/01/36     479  
   Duke Energy Florida LLC  
  325      3.100%, 08/15/21     325  
   Xcel Energy  
  300      3.300%, 06/01/25     293  
    

 

 

 
       1,097  
    

 

 

 
  TOTAL CORPORATE OBLIGATIONS (Cost $18,517)     18,272  
 

 

 

 

 

Bishop Street Funds    

 

20


High Grade Income Fund           

Schedule of Investments

(continued)

 

Face
Amount
(000)

         Value
(000)
 
  U.S. GOVERNMENT AGENCY OBLIGATIONS — 17.1%  
   FFCB  
$ 350      3.220%, 12/10/25   $ 356  
  300      2.670%, 04/18/24     298  
  600      2.000%, 06/01/21     592  
  300      1.750%, 08/01/22     291  
  500      1.240%, 11/29/19     493  
   FHLB  
  475      4.750%, 03/10/23     515  
  500      3.125%, 06/13/25     506  
  500      3.000%, 03/10/28     496  
  550      2.500%, 03/11/22     549  
   FHLMC MTN  
  350      3.000%, 12/18/20     350  
  550      2.050%, 08/26/22     538  
  650      1.600%, 09/30/21     632  
  675      1.500%, 1.625%, 08/25/19, 08/25/21 (A)     660  
    

 

 

 
  TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS (Cost $6,330)     6,276  
 

 

 

 
  U.S. TREASURY OBLIGATIONS — 17.1%  
   U.S. Treasury Bond  
  800      6.000%, 02/15/26     976  
  350      5.375%, 02/15/31     445  
  350      4.750%, 02/15/37     446  
  300      4.500%, 08/15/39     374  
  875      4.375%, 05/15/41     1,077  
  950      3.125%, 05/15/48     968  
  100      3.000%, 08/15/48     100  
  700      2.250%, 08/15/46     598  
   U.S. Treasury Note  
  170      3.125%, 11/15/28     176  
  365      2.875%, 10/31/20     367  
  350      2.125%, 08/31/20     348  
  400      2.000%, 11/15/26     382  
    

 

 

 
  TOTAL U.S. TREASURY OBLIGATIONS (Cost $6,344)     6,257  
 

 

 

 
  MUNICIPAL BONDS — 9.0%  
   California State, GO  
  260      6.509%, 04/01/39     282  
   City of Seattle Washington, Ser B, GO  
  425      3.500%, 12/01/31     421  

 

December 31, 2018     www.bishopstreetfunds.com

 

21


High Grade Income Fund           

Schedule of Investments

(continued)

 

Face
Amount
(000)

         Value
(000)
 
  MUNICIPAL BONDS — (continued)  
   Evansville Redevelopment Authority, GO  
$ 500      7.210%, 02/01/39   $ 532  
   Gwinnett County, Development Authority, RB  
  375      4.180%, 09/01/47     377  
   Houston, Independent School District, GO  
  250      6.125%, 02/15/28     251  
   Hudson County, Improvement Authority, RB, AGM Insured  
  475      7.400%, 12/01/25     534  
   Stockton, Public Financing Authority, Sub-Ser, RB, BAM Insured  
  500      7.942%, 10/01/19, Pre-Refunded @ 100 (B)     518  
   Texas State, GO  
  385      3.621%, 10/01/30     385  
    

 

 

 
  TOTAL MUNICIPAL BONDS (Cost $3,306)     3,300  
 

 

 

 
  U.S. GOVERNMENT AGENCY MORTGAGE-BACKED OBLIGATIONS — 4.9%  
   FHLMC, Ser 2015-4425, Cl BY  
  597      2.000%, 01/15/45     484  
   FHLMC, Ser G12710  
  42      5.500%, 07/01/22     44  
   FNMA, Ser 2003-58, Cl D  
  35      3.500%, 07/25/33     35  
   FNMA, Ser 2012-84, Cl JB  
  217      3.000%, 05/25/42     205  
   FNMA, Ser 2013-92, Cl MT  
  41      4.000%, 07/25/41     43  
   FNMA, Ser 889958  
  21      5.000%, 10/01/23     21  
   GNMA, Ser 2011-112, Cl JP  
  73      2.000%, 02/20/40     72  
   GNMA, Ser 2012-91, Cl QL  
  765      2.000%, 09/20/41     693  
   GNMA, Ser 2013-4, Cl CN  
  220      2.000%, 10/16/42     209  
    

 

 

 
  TOTAL U.S. GOVERNMENT MORTGAGE-BACKED OBLIGATIONS (Cost $1,795)     1,806  
 

 

 

 
  NON-AGENCY MORTGAGE-BACKED OBLIGATION — 0.9%  
   GSR Mortgage Loan Trust, Ser 2004-4, Cl 3A2  
  341      3.510%, VAR US Treas Yield Curve Rate T Note Const Mat 1 Yr+1.750%, 04/25/32 (Cost $315)     326  
    

 

 

 

 

Bishop Street Funds    

 

22


High Grade Income Fund           

Schedule of Investments

(continued)

 

 Shares 

         Value
(000)
 
  CASH EQUIVALENT — 1.4%  
  516,970      BlackRock FedFund, Institutional Shares, 2.310% (C) (Cost $517)   $ 517  
    

 

 

 
  TOTAL INVESTMENTS (Cost $37,124) — 100.3%   $ 36,754  
 

 

 

 

Percentages are based on Net Assets of $36,638 (000).

 

(A)

Step Bonds — Represents the current rate, the step rate, the step date and the final maturity date.

 

(B)

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

 

(C)

The rate reported is the 7-day effective yield as of December 31, 2018.

AGM — Assured Guaranty Municipal

BAM — Build America Mutual

Cl — Class

FFCB — Federal Farm Credit Bank

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 Corporation

MTN — Medium Term Note

PLC — Public Limited Company

RB — Revenue Bond

Ser — Series

USD — United States Dollar

VAR — Variable Rate

 

Cost

figures are shown in thousands.

 

December 31, 2018     www.bishopstreetfunds.com

 

23


High Grade Income Fund           

Schedule of Investments

(concluded)

 

The following is a summary of the inputs used as of December 31, 2018, 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

  $     $ 18,272     $     $ 18,272  

U.S. Government Agency Obligations

          6,276             6,276  

U.S. Treasury Obligations

          6,257             6,257  

Municipal Bonds

          3,300             3,300  

U.S. Government Agency Mortgage-Backed Obligations

          1,806             1,806  

Non-Agency Mortgage-Backed Obligation

          326             326  

Cash Equivalent

    517                   517  
 

 

 

 

Total Investments in Securities

  $ 517     $ 36,237     $     $ 36,754  
 

 

 

 

For the year ended December 31, 2018, there have been no transfers between Level 1, Level 2 and Level 3 assets and liabilities. Transfers, if any, between levels are considered to have occurred at the end of the period.

There were no Level 3 investments during the year ended December 31, 2018.

Amounts designated as “—” are $0.

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

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

 

Bishop Street Funds    

 

24


BISHOP STREET

MANAGEMENT DISCUSSION

FUNDS

 

Hawaii Municipal Bond Fund

 

Tax reform and the Federal Reserve continuing to tighten monetary policy weighed heavy on the municipal bond market for much of 2018. In the fourth quarter, demand rose amidst market volatility and a rapid decline in the equity market. This allowed the ICE BofAML 1-22 Year US Municipal Securities Index to post a return of 1.35% for the year. Although declining in the fourth quarter, interest rates closed higher for the year. Interest rates on bonds due in two years increased 22 basis points while the yield on the 30 year bond increased 48 basis points. Unlike the Treasury curve which flattened in 2018, the municipal yield curve steepened as the long end of the curve underperformed for the year. The yield on the 30-year bond closed the year a fraction higher than the yield on the 30-year Treasury bond providing investors with attractive tax equivalent yields.

Hawaii’s economy remains strong with low unemployment, a stable real estate market, and a thriving tourist industry. While funded ratios on pension and OPEB (Other Post-Employment Benefits) continue to be a challenge, many reforms have been made to improve the sustainability of the State’s Employee Retirement System. These include an adjustment to the discount rate and increasing required contributions.

For the year, the Bishop Street Hawaii Municipal Bond Fund (Class I) returned 0.66% and underperformed the ICE BofAML 1-22 Year US Municipal Securities Index which posted a 1.36% return. The Fund’s benchmark was changed from the Bloomberg Barclays Municipal Bond Index to the ICE BofAML 1-22 Year US Municipal Securities Index in May 2018. Positive drivers to performance were our allocation to revenue bonds and our shorter duration relative to the benchmark. Negative drivers include our under allocation to BBB rated credits and our under allocation to the intermediate part of the yield curve.

One basis point is 1/100 of one percent.

 

December 31, 2018     www.bishopstreetfunds.com

 

25


BISHOP STREET

MANAGEMENT DISCUSSION

FUNDS

 

 

 

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost and current performance may be higher or lower than the performance quoted. For performance data current to the most recent month end, please visit www.bishopstreetfunds.com or call 1-800-262-9565.

Index returns are for illustrative purposes only and do not represent actual Fund performance. Index performance returns do not reflect any management fees, transaction costs or expenses. Indexes are unmanaged and one cannot invest directly in an index.

This material represents an assessment of the market environment at a specific time and is not intended to be a forecast of future events or a guarantee of future results. This information should not be relied upon by the reader as research or investment advice regarding the funds or any security in particular.

Investing involves risk including possible loss of principal. Diversification does not protect against market loss.

 

Bishop Street Funds    

 

26


Hawaii Municipal Bond Fund        

 

Performance Comparison

Comparison of Change in the Value of a $1,000,000 Investment in the Hawaii Municipal Bond Fund, Class I*, versus the ICE BofAML 1-22 Year US Municipal Securities Index, the Lipper Other States Municipal Debt Funds Objective and the Bloomberg Barclays Capital Municipal Bond Index.

 

LOGO

# Account value if you reinvested income and capital gains.

(1) See pages 4 - 5 for definitions of comparative indices.

  *   The graph is based on only Class I Shares; performance for Class A would be different due to differences in fee structures.

 

December 31, 2018     www.bishopstreetfunds.com

 

27


Hawaii Municipal Bond Fund           

 

 

Average Annual Total Returns      
One Year
Return
    Annualized
3 Year
Return
    Annualized
5 Year
Return
    Annualized
10 Year
Return
     
       
  0.66     1.35     2.58     3.50  

Hawaii Municipal Bond

Fund, Class I

       
  0.34     1.06     2.31     3.24  

Hawaii Municipal Bond

Fund, Class A

       
  (2.69 )%      0.06     1.68     2.92  

Hawaii Municipal Bond

Fund, Class A, with load**

       
  1.36     2.03     3.30     4.33  

ICE BofAML 1-22 Year

US Municipal Securities Index

       
  0.68     1.50     3.34     4.34  

Lipper Other States

Municipal Debt Funds Objective

       
  1.28     2.30     3.82     4.85  

Bloomberg Barclays

Capital Municipal Bond Index

 

**   Reflects 3.00% sales charge.
  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.

 

Bishop Street Funds    

 

28


Hawaii Municipal Bond Fund        

Top Ten Holdings (Unaudited)†

 

         
            Coupon
Rate
    Maturity
Date
    Percentage
of
Investments
 

 

 
   
  1.     Hawaii State, Department of Budget & Finance, Ser 2009      6.500%       07/01/39       3.5%  

 

 
   
  2.     Hawaii State, Department of Transportation, Airports Division Lease Revenue, AMT      5.000%       08/01/27       3.2%  

 

 
   
  3.     Hawaii State, Department of Budget & Finance, Ser A      5.000%       07/01/35       2.7%  

 

 
   
  4.     Hawaii State, Airports System Authority, Ser A      5.000%       07/01/45       2.6%  

 

 
   
  5.     University of Hawaii, Ser F      5.000%       10/01/35       2.2%  

 

 
   
  6.     Hawaii State, Department of Transportation, Airports Division Lease Revenue, AMT      5.000%       08/01/21       2.2%  

 

 
   
  7.     Honolulu Hawaii City & County, Ser A      5.000%       09/01/41       2.1%  

 

 
   
  8.     Hawaii State, Airports System Authority, Ser A      5.250%       07/01/27       2.1%  

 

 
   
  9.     Hawaii State, Ser FK      5.000%       05/01/29       1.9%  

 

 
   
  10.     Hawaii State, Airports System Revenue, Ser A, AMT      5.000%       07/01/41       1.8%  

 

 

 

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 — 98.1%  
 

Alaska — 0.5%

 
   Alaska State, Ser A, GO  
$ 525      5.000%, 08/01/34   $ 592  
    

 

 

 
 

California — 3.2%

 
   California State, GO  
  700      5.000%, 09/01/31     816  

 

December 31, 2018     www.bishopstreetfunds.com

 

29


Hawaii Municipal Bond Fund           

Schedule of Investments

(continued)

 

Face
Amount
(000)

         Value
(000)
 
 

California — (continued)

 
   Orange County, Water District, Ser A, RB  
$ 1,000      5.000%, 08/15/31   $ 1,127  
   Sacramento City, Unified School District, GO  
  500      5.000%, 07/01/23     569  
   Sonoma County, Junior College District, GO  
  500      5.000%, 08/01/27     566  
   University of California, Ser AF, RB  
  215      5.000%, 05/15/23, Pre-Refunded @ 100 (A)     245  
  785      5.000%, 05/15/36     866  
    

 

 

 
       4,189  
    

 

 

 
 

Florida — 0.1%

 
   Miami-Dade County, School Board, Ser D, COP  
  150      5.000%, 02/01/27     173  
    

 

 

 
 

Hawaii — 89.2%

 
   Hawaii County, Ser A, GO  
  500      5.000%, 09/01/20     526  
  250      5.000%, 09/01/22 (B)     277  
  300      5.000%, 09/01/26     354  
  1,500      4.000%, 09/01/35     1,581  
   Hawaii County, Ser B, GO  
  200      5.000%, 09/01/22     221  
   Hawaii County, Ser D, GO  
  450      5.000%, 09/01/25     529  
   Hawaii State, Airports System Authority, Ser A, RB  
  250      5.250%, 07/01/23     262  
  2,500      5.250%, 07/01/27     2,609  
  1,000      5.250%, 07/01/28     1,043  
  900      5.250%, 07/01/30     937  
  420      5.000%, 07/01/39     435  
  3,000      5.000%, 07/01/45     3,283  
   Hawaii State, Airports System Authority, RB, AMT  
  2,000      5.000%, 07/01/24     2,125  
  1,000      4.125%, 07/01/24     1,034  
   Hawaii State, Airports System Revenue, Ser A, RB, AMT  
  1,000      5.000%, 07/01/38     1,123  
  2,000      5.000%, 07/01/41     2,194  
   Hawaii State, Airports System Revenue, COP, AMT  
  500      5.250%, 08/01/25     554  
   Hawaii State, Department of Budget & Finance, Mid Pacific Institute, RB, AGC Insured  
  835      5.000%, 01/01/26     837  

 

Bishop Street Funds    

 

30


Hawaii Municipal Bond Fund           

Schedule of Investments

(continued)

 

Face
Amount
(000)

         Value
(000)
 
 

Hawaii — (continued)

 
   Hawaii State, Department of Budget & Finance, Pacific Health Project, Ser A, RB  
$ 425      6.000%, 07/01/33   $ 485  
   Hawaii State, Department of Budget & Finance, RB  
  325      5.125%, 07/01/31     357  
  275      5.000%, 07/01/20     287  
  350      3.250%, 01/01/25     350  
  500      3.100%, 05/01/26     492  
   Hawaii State, Department of Budget & Finance, Ser 2009, RB  
  4,260      6.500%, 07/01/39     4,346  
   Hawaii State, Department of Budget & Finance, Ser A, RB  
  205      5.000%, 07/01/22     225  
  575      5.000%, 07/01/26     638  
  800      5.000%, 07/01/27     916  
  755      5.000%, 07/01/30     854  
  3,000      5.000%, 07/01/35     3,333  
  1,000      4.000%, 07/01/40     1,018  
   Hawaii State, Department of Budget & Finance, Ser B, RB  
  775      5.000%, 07/01/28     855  
   Hawaii State, Department of Hawaiian Home Lands, Kapolie Office Facilities, Ser A, COP  
  500      5.000%, 11/01/26     593  
   Hawaii State, Department of Hawaiian Home Lands, RB  
  500      5.000%, 04/01/27     592  
   Hawaii State, Department of Transportation, Airports Division Lease Revenue, COP, AMT  
  2,525      5.000%, 08/01/21     2,699  
  3,675      5.000%, 08/01/27     4,007  
  1,000      5.000%, 08/01/28     1,087  
   Hawaii State, Harbor System Revenue, Ser A, RB  
  2,000      5.625%, 07/01/40     2,100  
  220      5.000%, 07/01/25     229  
  1,125      4.250%, 07/01/21     1,161  
   Hawaii State, Highway Authority, Ser A, RB  
  700      5.000%, 01/01/23     779  
  1,450      5.000%, 01/01/30     1,641  
  1,000      5.000%, 01/01/33     1,124  
   Hawaii State, Highway Fund State, Ser A, RB  
  200      4.000%, 01/01/26     222  
   Hawaii State, Housing Finance & Development, Kuhio Park Terrace Multi-Family Housing, Ser A, RB  
  200      3.900%, 04/01/22     207  
  115      3.750%, 04/01/21     119  
  180      3.500%, 04/01/20     183  

 

December 31, 2018     www.bishopstreetfunds.com

 

31


Hawaii Municipal Bond Fund           

Schedule of Investments

(continued)

 

Face
Amount
(000)

         Value
(000)
 
 

Hawaii — (continued)

 
   Hawaii State, Housing Finance & Development, Rental Housing System, Ser B, RB, AGM Insured  
$ 2,000      6.500%, 07/01/33   $ 2,031  
   Hawaii State, Housing Finance & Development, Single-Family Housing, Ser B, RB, GNMA/FNMA/FHLMC Insured  
  345      3.450%, 01/01/22     352  
   Hawaii State, Housing Finance & Development, Wilikina Apartments Project, Ser A, RB  
  1,000      5.000%, 05/01/34     1,012  
   Hawaii State, Pacific Health, Pacific Health Project, Ser A, RB  
  710      4.625%, 07/01/20, Pre-Refunded @ 100 (A)     739  
   Hawaii State, Ser DT, GO  
  270      5.000%, 11/01/19     277  
   Hawaii State, Ser DZ, GO  
  1,795      5.000%, 12/01/21, Pre-Refunded @ 100 (A)     1,953  
  200      4.000%, 12/01/31     208  
   Hawaii State, Ser EA, GO  
  935      5.000%, 12/01/21     1,018  
  1,700      5.000%, 12/01/22     1,848  
   Hawaii State, Ser EE-2017, GO  
  400      5.000%, 11/01/22, Pre-Refunded @ 100 (A)     446  
   Hawaii State, Ser EF, GO  
  300      5.000%, 11/01/23     333  
  500      5.000%, 11/01/24     555  
   Hawaii State, Ser EH, GO  
  200      5.000%, 08/01/23 (B)     226  
  605      5.000%, 08/01/23, Pre-Refunded @ 100 (A)     684  
  125      5.000%, 08/01/24     141  
  300      5.000%, 08/01/29     335  
  295      5.000%, 08/01/30     329  
  95      5.000%, 08/01/32     106  
   Hawaii State, Ser EH-2017, GO,  
  85      5.000%, 08/01/23 (B)     96  
   Hawaii State, Ser EO, GO  
  1,000      5.000%, 08/01/29     1,136  
  1,000      5.000%, 08/01/30     1,132  
  1,000      5.000%, 08/01/33     1,125  
   Hawaii State, Ser EP, GO  
  1,000      5.000%, 08/01/22     1,107  
  500      5.000%, 08/01/25     575  
   Hawaii State, Ser EY, GO  
  500      5.000%, 10/01/27     585  

 

Bishop Street Funds    

 

32


Hawaii Municipal Bond Fund           

Schedule of Investments

(continued)

 

Face
Amount
(000)

         Value
(000)
 
 

Hawaii — (continued)

 
   Hawaii State, Ser FG, GO  
$ 880      5.000%, 10/01/30   $ 1,031  
  200      5.000%, 10/01/31     233  
   Hawaii State, Ser FK, GO  
  2,000      5.000%, 05/01/29     2,374  
   Hawaii State, Ser FN-REF, GO  
  85      5.000%, 10/01/30     101  
   Hawaii State, Ser FT, GO  
  1,000      5.000%, 01/01/31     1,189  
  250      3.375%, 01/01/36     249  
   Honolulu Hawaii City & County, Board of Water Supply, Ser A, RB  
  1,050      5.000%, 07/01/19     1,067  
  600      5.000%, 07/01/23     661  
  400      5.000%, 07/01/24     460  
  600      5.000%, 07/01/27     684  
   Honolulu Hawaii City & County, Ser A, GO  
  275      5.250%, 08/01/21, Pre-Refunded @ 100 (A)     298  
  400      5.000%, 11/01/21     434  
  500      5.000%, 11/01/22 (B)     557  
  500      5.000%, 11/01/22, Pre-Refunded @ 100 (A)     557  
  1,000      5.000%, 10/01/23     1,135  
  1,000      5.000%, 10/01/27     1,168  
  800      5.000%, 10/01/31     917  
  1,075      5.000%, 09/01/38     1,252  
  2,300      5.000%, 09/01/41     2,630  
  700      4.000%, 11/01/19     713  
  325      4.000%, 08/01/21, Pre-Refunded @ 100 (A)     343  
  1,075      4.000%, 09/01/36     1,136  
  425      4.000%, 09/01/38     444  
   Honolulu Hawaii City & County, Ser B, GO  
  120      5.000%, 12/01/20     127  
  375      5.000%, 08/01/21     405  
  350      5.000%, 08/01/22     377  
  200      5.000%, 11/01/24     222  
  300      5.000%, 08/01/26     322  
  500      5.000%, 10/01/26     586  
   Honolulu Hawaii City & County, Ser C, GO  
  500      5.000%, 10/01/23     567  
  1,430      5.000%, 10/01/28     1,662  
   Honolulu Hawaii City & County, Ser Junior A, RB  
  450      4.000%, 07/01/25     461  

 

December 31, 2018     www.bishopstreetfunds.com

 

33


Hawaii Municipal Bond Fund           

Schedule of Investments

(continued)

 

Face
Amount
(000)

         Value
(000)
 
 

Hawaii — (continued)

 
   Honolulu Hawaii City & County, Wastewater System Authority, Ser A, RB  
$ 750      5.000%, 07/01/21, Pre-Refunded @ 100 (A)   $ 808  
  100      5.000%, 07/01/22, Pre-Refunded @ 100 (A)     111  
   Honolulu Hawaii City & County, Wastewater System Authority,
Ser B, RB
 
  1,575      5.000%, 07/01/23     1,776  
   Honolulu Hawaii City & County, Wastewater System Revenue,
Ser A, RB
 
  255      5.000%, 07/01/21     274  
  150      5.000%, 07/01/22     166  
  500      5.000%, 07/01/36     568  
  1,200      4.000%, 07/01/38     1,252  
   Honolulu Hawaii City & County, Wastewater System Revenue,
Ser B, RB
 
  325      4.000%, 07/01/33     344  
   Kauai County, GO  
  250      5.000%, 08/01/37     288  
   Kauai County, Ser A, GO  
  250      5.000%, 08/01/21     270  
  500      5.000%, 08/01/23     552  
  250      4.000%, 08/01/24     267  
  250      3.250%, 08/01/23     258  
   Kauai County, Ser A, GO, NATL FGIC Insured  
  415      5.000%, 08/01/21     416  
   Maui County, GO  
  250      5.000%, 06/01/20     261  
  150      5.000%, 06/01/21     161  
  2,000      3.250%, 09/01/36     1,953  
   Maui County, Ser B, GO  
  500      4.000%, 06/01/21     515  
   University of Hawaii, Ser A, RB  
  100      6.000%, 10/01/19, Pre-Refunded @ 100 (A)     103  
   University of Hawaii, Ser B, RB  
  1,500      5.000%, 10/01/34     1,715  
  1,000      4.000%, 10/01/23     1,085  
   University of Hawaii, Ser E, RB  
  1,485      5.000%, 10/01/25     1,738  
  1,350      5.000%, 10/01/32     1,556  
   University of Hawaii, Ser F, RB  
  2,425      5.000%, 10/01/35     2,798  
    

 

 

 
       112,769  
    

 

 

 

 

Bishop Street Funds    

 

34


Hawaii Municipal Bond Fund           

Schedule of Investments

(continued)

 

Face
Amount
(000)

         Value
(000)
 
 

Indiana — 0.5%

 
   Fort Wayne Community School Building, ST Intercept, RB  
$ 500      5.000%, 07/15/25   $ 553  
   Indiana State, Housing & Community Development Authority, Ser C, RB, GNMA/FNMA/FHLMC Insured  
  70      4.100%, 06/01/27     72  
    

 

 

 
       625  
    

 

 

 
 

Kentucky — 0.9%

 
   Kentucky State, COP  
  1,000      5.000%, 04/15/38     1,108  
    

 

 

 
 

New York — 1.2%

 
   New York & New Jersey, Port Authority, RB  
  350      5.000%, 11/15/47     397  
   New York City, Trust for Cultural Resources, Ser S, RB  
  1,000      5.000%, 07/01/41     1,118  
    

 

 

 
       1,515  
    

 

 

 
 

Oklahoma — 0.1%

 
   Oklahoma City, Water Utilities Trust, RB  
  125      5.000%, 07/01/40     134  
    

 

 

 
 

Tennessee — 0.5%

 
   Memphis, Ser A, GO  
  500      5.000%, 04/01/26     583  
    

 

 

 
 

Texas — 0.9%

 
   Clifton, Higher Education Finance, Ser 2014, RB, PSF-GTD Insured  
  500      5.000%, 08/15/26     570  
   Midland County, Fresh Water Supply District No. 1, Ser A, RB (B)  
  1,000      4.789%, 09/15/37 (C)     455  
    

 

 

 
       1,025  
    

 

 

 
 

Washington — 1.0%

 
   Port of Seattle Washington, Ser A, RB  
  750      5.000%, 08/01/26     824  
   Washington State, Housing Finance Commission, RB, FANNIE MAE Insured  
  300      4.750%, 07/15/29     319  
    

 

 

 
       1,143  
    

 

 

 
  TOTAL MUNICIPAL BONDS (Cost $124,428)     123,856  
 

 

 

 

 

December 31, 2018     www.bishopstreetfunds.com

 

35


Hawaii Municipal Bond Fund           

Schedule of Investments

(continued)

 

 Shares 

         Value
(000)
 
  CASH EQUIVALENT — 0.9%  
  1,185,578      BlackRock FedFund, Institutional Shares, 2.310% (D) (Cost $1,186)   $ 1,186  
    

 

 

 
  TOTAL INVESTMENTS (Cost $125,614) — 99.0%   $ 125,042  
 

 

 

 

Percentages are based on Net Assets of $126,260 (000).

 

(A)

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

 

(B)

Security is escrowed to maturity.

 

(C)

Zero coupon security. The rate reported on the Schedule of Investments is the effective yield at time of purchase.

 

(D)

The rate reported is the 7-day effective yield as of December 31, 2018.

AGC — American Guarantee Corporation

AGM — Assured Guaranty Municipal

AMT — Alternative Minimum Tax

COP — Certificate of Participation

FGIC — Financial Guarantee Insurance Corporation

FHLMC — Federal Home Loan Mortgage Corporation

FNMA — Federal National Mortgage Association

GNMA — Government National Mortgage Association

GO — General Obligation

NATL — National Public Finance Guarantee Corporation

PSF-GTD — Guaranteed by Permanent School Fund

RB — Revenue Bond

Ser — Series

ST Intercept — State Intercept

Cost figures are shown in thousands.

 

Bishop Street Funds    

 

36


Hawaii Municipal Bond Fund           

Schedule of Investments

(concluded)

 

The following is a summary of the inputs used as of December 31, 2018, 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

  $     $ 123,856     $     $ 123,856  

Cash Equivalent

    1,186                   1,186  
 

 

 

 

Total Investments in Securities

  $ 1,186     $ 123,856     $     $ 125,042  
 

 

 

 

For the year ended December 31, 2018, there have been no transfers between Level 1, Level 2 and Level 3 assets and liabilities. Transfers, if any, between levels are considered to have occurred at the end of the period.

There were no Level 3 investments during the year ended December 31, 2018.

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.

 

December 31, 2018     www.bishopstreetfunds.com

 

37


Bishop Street Funds           

Statements of Assets and Liabilities (000)

December 31, 2018

 

      Dividend
Value
Fund
     High
Grade
Income
Fund
    

Hawaii
Municipal

Bond
Fund

 

Assets:

        

Investments, at Cost

   $ 25,260      $ 37,124      $ 125,614  

 

 

Investments, at Value

   $ 34,380      $ 36,754      $ 125,042  

Cash

     2                

Dividends and Interest Receivable

     60        311        2,120  

Reclaim Receivable

     1        1         

Receivable for Fund Shares Sold

                   11  

Prepaid Expenses

     2        1        9  

 

 

Total Assets

     34,445        37,067        127,182  

 

 

Liabilities:

        

Advisory Fees Payable

     15        6        5  

Administrative Fees Payable

     4        5        10  

Shareholder Servicing Fees Payable

     3        3        11  

Payable for Fund Shares Redeemed

     2        2        50  

Chief Compliance Officer Fees Payable

     1        1        2  

Payable for Investment Securities Purchased

            356        556  

Income Distribution Payable

            26        207  

Trustees Fees Payable

                   1  

Distribution Fees Payable, Class A

                   4  

Other Accrued Expenses Payable

     24        30        76  

 

 

Total Liabilities

     49        429        922  

 

 

Net Assets

   $ 34,396      $ 36,638      $ 126,260  

 

 

Paid-in Capital

   $ 24,752      $ 37,434      $ 127,150  

Total distributable earnings/(loss)

     9,644        (796      (890

 

 

Net Assets

   $ 34,396      $ 36,638      $ 126,260  

 

 

Class I Shares:

        

Net Assets

   $ 34,396      $ 36,638      $ 109,130  

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

     2,585        3,944        10,506  

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

   $ 13.30    $ 9.29      $ 10.39  

 

 

Class A Shares:

        

Net Assets

     N/A        N/A      $ 17,130  

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

     N/A        N/A        1,648  

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

     N/A        N/A      $ 10.39  

 

 

Maximum Offering Price Per Shares — Class A ($10.39/97.00%)

     N/A        N/A      $ 10.71  

 

 

 

*

Net Assets divided by Shares do not calculate to the stated NAV because Net Assets are shown rounded.

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.

 

Bishop Street Funds    

 

38


Bishop Street Funds           

Statements of Operations (000)

For the year ended December 31, 2018

 

      Dividend
Value
Fund
     High
Grade
Income
Fund
     Hawaii
Municipal
Bond
Fund
 

Investment Income:

        

Dividend Income

   $ 1,061      $ 12      $ 14  

Interest Income

            1,350        4,019  

Less: Foreign Taxes Withheld

     (1              

 

 

Total Investment Income

     1,060        1,362        4,033  

 

 

Expenses:

        

Investment Adviser Fees

     295        236        468  

Shareholder Servicing Fees

     100        107        334  

Administrative Fees

     80        86        268  

Chief Compliance Officer Fees

     2        2        7  

Distribution Fees, Class A

                   46  

Transfer Agent Fees

     46        47        110  

Audit Fees

     15        15        50  

Printing Fees

     14        15        48  

Legal Fees

     13        15        46  

Trustees’ Fees

     8        9        26  

Custody Fees

     5        5        7  

Registration Fees

     2        19        13  

Pricing Fees

     1        10        27  

Miscellaneous Expenses

     8        8        26  

 

 

Total Expenses

     589        574        1,476  

 

 

Less Waivers:

        

Investment Adviser Fees

     (85      (157      (340

Shareholder Servicing Fees

     (60      (64      (201

Administrative Fees

     (26      (28      (154

 

 

Total Waivers

     (171      (249      (695

 

 

Total Net Expenses

     418        325        781  

 

 

Net Investment Income

     642        1,037        3,252  

 

 

Net Realized Gain (Loss) on Investments

     3,900        (438      (403

Net Change in Unrealized Depreciation on Investments

     (6,365      (1,349      (2,246

 

 

Net Realized and Unrealized Loss on Investments

     (2,465      (1,787      (2,649

 

 

Increase (Decrease) in Net Assets Resulting from Operations

   $ (1,823    $ (750    $ 603  

 

 

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

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

 

December 31, 2018     www.bishopstreetfunds.com

 

39


Bishop Street Funds           

Statements of Changes in Net Assets (000)

For the years ended December 31,

 

      Dividend
Value Fund
     High Grade
Income Fund
 
      2018      2017      2018      2017  

Investment Activities from Operations:

           

Net Investment Income

   $ 642      $ 645      $ 1,037      $ 1,314  

Net Realized Gain (Loss) on Investments

     3,900        2,805        (438      566  

Net Change in Unrealized Appreciation (Depreciation) on Investments

     (6,365      4,259        (1,349      161  

 

 

Increase (Decrease) in Net Assets Resulting from Operations

     (1,823      7,709        (750      2,041  

 

 

Distributions:(1)

           

Class I Shares

     (4,809      (4,068      (1,056      (1,973

 

 

Total Distributions

     (4,809      (4,068      (1,056      (1,973

 

 

Capital Share Transactions:

           

Proceeds from Shares Issued

     1,758        740        2,643        2,889  

Reinvestments of Cash Distributions

     2,805        2,425        712        1,278  

Cost of Shares Redeemed

     (5,731      (4,252      (15,604      (14,746

 

 

Net Decrease in Net Assets from Capital Share Transactions

     (1,168      (1,087      (12,249      (10,579

 

 

Total Increase (Decrease) in Net Assets

     (7,800      2,554        (14,055      (10,511

 

 

Net Assets:

           

Beginning of Year

     42,196        39,642        50,693        61,204  

 

 

End of Year(2)

   $ 34,396      $ 42,196      $ 36,638      $ 50,693  

 

 

Share Transactions:

           

Shares Issued

     111        48        283        297  

Shares Issued in Lieu of Cash Distributions

     201        153        77        131  

Shares Redeemed

     (357      (268      (1,673      (1,512

 

 

Net Decrease in Shares Outstanding from Share Transactions

     (45      (67      (1,313      (1,084

 

 

 

(1)

Current year presentation of distributions conforms with S-X Disclosure Simplification. Prior year distributions have been consolidated to conform with S-X Disclosure Simplification (See Note 11).

 

(2)

Includes Dividend Value Fund and High Grade Income Fund undistributed net investment income of $5 and $1, respectively, in 2017. The SEC eliminated the requirement to disclose undistributed net investment income in 2018.

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

 

Bishop Street Funds    

 

40


Bishop Street Funds           

Statements of Changes in Net Assets (000)

For the years ended December 31,

 

      Hawaii
Municipal
Bond Fund
 
      2018      2017  

Investment Activities from Operations:

     

Net Investment Income

   $ 3,252      $ 3,297  

Net Realized Gain (Loss) on Investments

     (403      133  

Net Change in Unrealized Appreciation (Depreciation) on Investments

     (2,246      1,756  

 

 

Increase in Net Assets Resulting from Operations

     603        5,186  

 

 

Distributions:(1)

     

Class I Shares

     (2,845      (2,899

Class A Shares

     (400      (460

 

 

Total Distributions

     (3,245      (3,359

 

 

Capital Share Transactions:

     

Class I Shares:

     

Proceeds from Shares Issued

     14,721        8,926  

Reinvestments of Cash Distributions

     416        427  

Cost of Shares Redeemed

     (21,024      (14,503

 

 

Total Class I Capital Share Transactions

     (5,887      (5,150

 

 

Class A Shares:

     

Proceeds from Shares Issued

     210        775  

Reinvestments of Cash Distributions

     281        326  

Cost of Shares Redeemed

     (3,322      (3,426

 

 

Total Class A Capital Share Transactions

     (2,831      (2,325

 

 

Net Decrease in Net Assets from Capital Share Transactions

     (8,718      (7,475

 

 

Total Decrease in Net Assets

     (11,360      (5,648

 

 

Net Assets:

     

Beginning of Year

     137,620        143,268  

 

 

End of Year(2)

   $ 126,260      $ 137,620  

 

 

Share Transactions:

     

Class I Shares:

     

Shares Issued

     1,418        841  

Shares Issued in Lieu of Cash Distributions

     40        40  

Shares Redeemed

     (2,032      (1,368

 

 

Total Class I Transactions

     (574      (487

 

 

Class A Shares:

     

Shares Issued

     20        73  

Shares Issued in Lieu of Cash Distributions

     27        31  

Shares Redeemed

     (320      (324

 

 

Total Class A Transactions

     (273      (220

 

 

Net Decrease in Shares Outstanding from Share Transactions

     (847      (707

 

 

 

(1)

Current year presentation of distributions conforms with S-X Disclosure Simplification. Prior year distributions have been consolidated to conform with S-X Disclosure Simplification (See Note 11).

 

(2)

Includes undistributed net investment income of $68 in 2017. The SEC eliminated the requirement to disclose undistributed net investment income in 2018.

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

 

December 31, 2018     www.bishopstreetfunds.com

 

41


Bishop Street Funds        

Financial Highlights

For a share outstanding throughout the period ended December 31,

 

        Investment Activities   Total
Investment
Activities
from
Operations
  Dividends and
Distributions from
   
    Net Asset
Value,
Beginning
of Period
  Net
Investment
Income
(Loss)(1)
  Net Realized
and Unrealized
Gain(Loss) on
Investments
  Net
Investment
Income
  Capital
Gains
  Total
Dividends
and
Distributions

                                                

 

DIVIDEND VALUE FUND

 

Class I Shares:

 

2018

    $ 16.05     $ 0.26     $ (1.04 )     $ (0.78 )     $ (0.26 )     $ (1.71 )     $ (1.97 )

2017

      14.70       0.24       2.69       2.93       (0.24 )       (1.34 )       (1.58 )

2016

      13.45       0.24       1.52       1.76       (0.25 )       (0.26 )       (0.51 )

2015

      13.62       0.22       (0.17 )       0.05       (0.22 )             (0.22 )

2014

      12.43       0.29       1.20       1.49       (0.30 )             (0.30 )

                                                         

 

HIGH GRADE INCOME FUND

 

Class I Shares:

 

2018

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

2017

      9.65       0.22       0.12       0.34       (0.22 )       (0.13 )       (0.35 )

2016

      9.80       0.22       (0.07 )       0.15       (0.22 )       (0.08 )       (0.30 )

2015

      10.05       0.23       (0.19 )       0.04       (0.23 )       (0.06 )       (0.29 )

2014

      9.78       0.23       0.33       0.56       (0.23 )       (0.06 )       (0.29 )

 

 

(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.

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

 

Bishop Street Funds    

 

42


            

 

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
                         
                         
                         
  $ 13.30       (5.05 )%     $ 34,396       1.05 %       1.48 %       1.61 %       17 %
    16.05       20.47       42,196       1.05       1.46       1.55       11
    14.70       13.16       39,642       1.05       1.43       1.70       17
    13.45       0.44       46,246       1.05       1.38       1.62       24
    13.62       12.08       55,665       1.05       1.37       2.27       21
                         
                         
                         
  $ 9.29       (1.21 )%     $ 36,638       0.76 %       1.34 %       2.42 %       22 %
    9.64       3.56       50,693       0.76       1.29       2.30       33
    9.65       1.47       61,204       0.76       1.25       2.20       27
    9.80       0.37       72,251       0.76       1.21       2.31       24
    10.05       5.77       74,642       0.76       1.20       2.32       28

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

 

December 31, 2018     www.bishopstreetfunds.com

 

43


Bishop Street Funds        

Financial Highlights

For a share outstanding throughout the period ended December 31,

 

        Investment Activities   Total
Investment
Activities
from
Operations
  Dividends and
Distributions from
   
    Net Asset
Value,
Beginning
of Period
  Net
Investment
Income
(Loss)(1)
  Net Realized
and Unrealized
Gain (Loss) on
Investments
  Net
Investment
Income
  Capital
Gains
  Total
Dividends
and
Distributions

                                                                   

 

HAWAII MUNICIPAL BOND FUND

 

Class I Shares:

 

2018

    $ 10.58     $ 0.26     $ (0.19 )     $ 0.07     $ (0.26 )     $ ^     $ (0.26 )

2017

      10.45       0.25       0.14       0.39       (0.25 )       (0.01 )       (0.26 )

2016

      10.80       0.27       (0.30 )       (0.03 )       (0.26 )       (0.06 )       (0.32 )

2015

      10.88       0.29       (0.01 )       0.28       (0.29 )       (0.07 )       (0.36 )

2014

      10.52       0.29       0.38       0.67       (0.29 )       (0.02 )       (0.31 )

Class A Shares:

 

2018

    $ 10.58     $ 0.23     $ (0.20 )     $ 0.03     $ (0.22 )     $ ^     $ (0.22 )

2017

      10.45       0.23       0.13       0.36       (0.22 )       (0.01 )       (0.23 )

2016

      10.80       0.24       (0.29 )       (0.05 )       (0.24 )       (0.06 )       (0.30 )

2015

      10.88       0.26       (0.01 )       0.25       (0.26 )       (0.07 )       (0.33 )

2014

      10.52       0.26       0.38       0.64       (0.26 )       (0.02 )       (0.28 )

 

(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.

 ^

Amount is less than 0.005.

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

 

Bishop Street Funds    

 

44


            

 

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
 
           
           
           
$ 10.39       0.66   $ 109,130       0.55     1.07     2.47     21
  10.58       3.74       117,285       0.55       1.04       2.39       25  
  10.45       (0.32     120,894       0.55       1.02       2.45       26  
  10.80       2.61       127,712       0.55       0.98       2.64       28  
  10.88       6.36       132,540       0.55       0.99       2.66       27  
           
$ 10.39       0.34   $ 17,130       0.80     1.32     2.21     21
  10.58       3.46       20,335       0.80       1.29       2.14       25  
  10.45       (0.57     22,374       0.80       1.27       2.20       26  
  10.80       2.36       22,959       0.80       1.23       2.39       28  
  10.88       6.10       22,324       0.80       1.24       2.41       27  

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

 

December 31, 2018     www.bishopstreetfunds.com

 

45


Bishop Street Funds           

Notes to Financial Statements

December 31, 2018

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 three funds (each a Fund, collectively the “Funds”) which includes Dividend Value Fund, High Grade Income Fund, and the Hawaii Municipal Bond Fund. Each Fund is diversified, with the exception of Hawaii Municipal Bond Fund, which 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.

 

Bishop Street Funds    

 

46


            

 

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:

   

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;

 

December 31, 2018     www.bishopstreetfunds.com

 

47


Bishop Street Funds           

 

   

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 exotic 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 year ended December 31, 2018, 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 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.

 

Bishop Street Funds    

 

48


            

 

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

The Dividend Value Fund declares and pays dividends from net investment income, if available, on a quarterly basis. Dividends from net investment income are declared daily and paid on a monthly basis for the High Grade Income and Hawaii Municipal Bond. 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 year ended December 31, 2018, 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 subsidiary of BancWest Corporation, itself a subsidiary of BNP Paribas. The Adviser is entitled to receive an annual fee of 0.74% of the average daily net assets of the Dividend Value Fund, 0.55% of the average 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, 2019, to waive a portion of its advisory fee (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses (collectively,

 

December 31, 2018     www.bishopstreetfunds.com

 

49


Bishop Street Funds           

 

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:

 

Dividend Value Fund, Class I Shares

     1.05

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 year ended December 31, 2018, the Adviser did not recapture any previously waived fees.

As of December 31, 2018, fees which were previously waived by the Investment Manager which may be subject to possible future reimbursement to the Adviser were as follows:

 

Dividend
Value
Fund

    High
Grade Income
Fund
    Hawaii
Municipal
Bond Fund
    Total     Expires  
  73       191       319       583       12/31/2019  
  87       186       338       611       12/31/2020  
  85       157       340       582       12/31/2021  

Columbia Management Investment Advisers, LLC (“Columbia”) serves as the investment sub-adviser for the Dividend Value Fund, pursuant to a sub-adviser agreement. Columbia is entitled to receive from the Adviser a fee, computed daily and paid monthly, at the annual rate based on the average daily net assets of the Dividend Value Fund, under the following fee schedule: 0.360% on the first $75 million; 0.350% on the next $75 million; 0.325% on the next $100 million; 0.300% on the next $250 million; and 0.250% on assets over $500 million.

 

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

 

Bishop Street Funds    

 

50


            

 

has voluntarily agreed to waive 0.08% of its administrative fee on each of the Funds’ average daily net assets excluding the Hawaii Municipal Bond Fund for which the Administrator is waiving 0.13% of its fee. These fee waivers are voluntary and may be discontinued at any time. For the year ended December 31, 2018, the Funds were charged as follows for these services: $80 in the Dividend Value Fund, $86 in the High Grade Income Fund, and $268 in the Hawaii Municipal Bond Fund. For the year ended December 31, 2018, the Funds waived as follows for these services: $26 in the Dividend Value Fund, $28 in the High Grade Income Fund, and $154 in the Hawaii Municipal Bond 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 Funds or which securities are to be purchased or sold by the Funds. These fees are labeled on the Statement 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 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 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 Statement 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 0.15% of its shareholder servicing fee to the extent necessary to keep operating expenses at or below certain percentages of the respective average daily net assets. These fees and waivers are represented as “Shareholder Servicing Fees/Waivers” on the Statement of Operations.

 

December 31, 2018     www.bishopstreetfunds.com

 

51


Bishop Street Funds           

 

 

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 year ended December 31, 2018 are presented below for the Funds.

 

    Dividend
Value
Fund
    High Grade
Income
Fund
    Hawaii
Municipal
Bond Fund
 

Purchases

     

U.S. Government Securities

  $     $ 4,437     $  

Other

    6,775       4,609       27,653  

Sales and Maturities

     

U.S. Government Securities

  $     $ 5,887     $  

Other

    10,937       13,742       34,320  

 

7.

FEDERAL TAX INFORMATION

The timing and characterization of certain income and capital gains distributions are determined annually in accordance with Federal 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 the reporting period may differ from distributions during such period. These book/tax differences may be temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in capital and undistributed earnings, in the period that the differences arise. The permanent differences are primarily attributed to investments in paydown gains and losses, and REIT adjustments.

 

Bishop Street Funds    

 

52


            

 

The tax character of dividends and distributions declared during the years ended December 31, 2018 and 2017 were as follows:

 

    Ordinary
Income
    Tax Exempt
Income
    Long Term
Capital Gain
    Total  

Dividend Value Fund

 

2018

  $ 666     $     $ 4,143     $ 4,809  

2017

    676             3,392       4,068  

High Grade Income Fund

 

2018

  $ 1,029     $     $ 27     $ 1,056  

2017

    1,314             659       1,973  

Hawaii Municipal Bond Fund

 

2018

  $ 13     $ 3,221     $ 11     $ 3,245  

2017

    1       3,277       81       3,359  

As of December 31, 2018, the components of Distributable Earnings (Accumulated Losses) on a tax basis were as follows:

 

    Dividend
Value
Fund
    High Grade
Income
Fund
    Hawaii
Municipal
Bond Fund
 

Undistributed Ordinary Income

  $ 37     $ 2     $ 4  

Undistributed Long-Term Capital Gain

    505              

Capital Loss Carryforwards

          (340     (363

Post October Losses

          (89     (41

Unrealized Appreciation (Depreciation)

    9,102       (370     (491

Other Temporary Differences

          1       1  
 

 

 

   

 

 

   

 

 

 

Total Distributable Earnings (Accumulated Losses)

  $ 9,644     $ (796   $ (890
 

 

 

   

 

 

   

 

 

 

Post-October losses represent losses realized on investment transactions from November 1, 2018 through December 31, 2018 that, in accordance with Federal income tax regulations, the Funds may defer and treat as having arisen in the following fiscal year.

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 incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, post enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

 

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Bishop Street Funds           

 

Capital loss carryforwards, all of which are not subject to expiration are as follows:

 

    Short-Term
Loss
    Long-Term
Loss
    Total  

High Grade Income Fund

  $ 58     $ 282     $ 340  

Hawaii Municipal Bond Fund

    93       270       363  

For Federal income tax purposes, the cost of securities owned at December 31, 2018, and the net realized gains or losses on securities sold for the period were not materially different from amounts reported for financial reporting purposes. These differences are primarily due to wash sales which cannot be used for Federal income tax purposes in the current year and have been deferred for use in future years. The Federal tax cost and aggregate gross unrealized appreciation and depreciation for the investments (including foreign currency and derivatives, if applicable) held by the Funds at December 31, 2018, were as follows:

 

    Dividend
Value
Fund
    High Grade
Income
Fund
    Hawaii
Municipal
Bond Fund
 

Federal Tax Cost

  $ 25,278     $ 37,124     $ 125,533  

Gross Unrealized Appreciation

    9,908       402       976  

Gross Unrealized Depreciation

    (806     (772     (1,467
 

 

 

   

 

 

   

 

 

 

Net Unrealized Appreciation (Depreciation)

  $ 9,102     $ (370   $ (491
 

 

 

   

 

 

   

 

 

 

 

8.

RISKS

The Hawaii Municipal Bond 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 High Grade Income and Hawaii Municipal Bond 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 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

 

Bishop Street Funds    

 

54


            

 

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.

 

     High Grade
Income Fund

% of investments in securities with credit enhancements or liquidity enhancements

  2.86%

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

    1.45%
(Assured Guaranty
Municipal Corporation)

 

     Hawaii Municipal
Bond Fund

% of investments in securities with credit enhancements or liquidity enhancements

  3.86%

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

    1.62%
(Assured Guaranty
Municipal Corporation)

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.

 

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Bishop Street Funds           

 

Dividend Value Fund invests solely in equity securities. Purchases of equity securities are subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Fund’s equity securities may fluctuate drastically from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. These factors contribute to price volatility, which is the principal risk of investing in the Fund.

 

9.

LINE OF CREDIT

Through December 31, 2018, 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, N.A. (the “Bank”). The proceeds from the borrowings were used to finance the Funds’ short term general working capital requirements, including the funding of shareholder redemptions.

For the year ended December 31, 2018, the Funds had the following borrowings under the line of credit:

 

Fund

  Daily
Average
Borrowings
    Borrowing
Costs
    Number
of Days
Outstanding
    Weighted
Average
Interest Rate
 

Dividend Value Fund

  Less than $ 1     Less than $ 1       1       4.75

Hawaii Municipal Bond Fund

  Less than $ 1     Less than $ 1       3       4.75

 

10.

OTHER

At December 31, 2018, the percentage of total shares outstanding held by shareholders 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
 

Dividend Value Fund, Class I Shares

    2       99.20  

High Grade Income Fund, Class I Shares*

    2       90.26  

Hawaii Municipal Bond Fund, Class I Shares

    1       79.08  

Hawaii Municipal Bond Fund, Class A Shares

           

 

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

 

Bishop Street Funds    

 

56


            

 

 

11.

REGULATORY MATTERS

On August 17, 2018, the SEC adopted amendments to Regulation S-X. These changes are effective for periods after November 5, 2018. The updates to registered investment companies were mainly focused on the presentation of distributable earnings, eliminating the need to present the components of distributable earnings on a book basis in the financial statements. The update also impacted the presentation of undistributed net investment income and distribution to shareholders on the Statement of Changes in Net Assets. The amounts presented in the current Statement of Changes in Net Assets represent the aggregated total distributions of net investment income and realized capital gains, except for distributions classified as return of capital which are still presented separately. The disaggregated amounts from the prior fiscal year are broken out below if there were both distributions from net investment income and realized capital gains. Otherwise, the amount on the current Statement of Changes for the prior fiscal year end represents distributions of net investment income:

 

    Dividend
Value
Fund
    High Grade
Income
Fund
    Hawaii
Municipal
Bond Fund
 

Net Investment Income:

     

Class I Shares

  $ (646   $ (1,292   $ (2,830

Class A Shares

                (448

Capital Gains:

     

Class I Shares

    (3,422     (681     (69

Class A Shares

                (12
 

 

 

   

 

 

   

 

 

 

Total Distributions

  $ (4,068   $ (1,973   $ (3,359
 

 

 

   

 

 

   

 

 

 

 

12.

NEW ACCOUNTING PRONOUNCEMENTS

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables — Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities (the “ASU”) which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. At this time, management is evaluating the implications of these changes on the financial statements.

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820). The new guidance includes additions and modifications to disclosures requirements for fair value measurements. For public entities, the

 

December 31, 2018     www.bishopstreetfunds.com

 

57


Bishop Street Funds           

 

amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. At this time, management is currently evaluating the impact of this new guidance on the financial statements and disclosures.

 

13.

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 additional disclosures and/or adjustments were required to the financial statements.

 

Bishop Street Funds    

 

58


Bishop Street Funds           

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of Bishop Street Funds and Shareholders of Dividend Value Fund, High Grade Income Fund, and Hawaii Municipal Bond Fund

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Dividend Value Fund, High Grade Income Fund, and Hawaii Municipal Bond Fund (constituting Bishop Street Funds, hereafter collectively referred to as the “Funds”) as of December 31, 2018, the related statements of operations for the year ended December 31, 2018, the statements of changes in net assets for each of the two years in the period ended December 31, 2018, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2018, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended December 31, 2018 and each of the financial highlights for each of the five years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 28, 2019

We have served as the auditor of one or more investment companies in Bishop Street Capital Management since 1998.

 

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Bishop Street Funds           

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 July 1, 2018 to December 31, 2018.

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.

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.

 

Bishop Street Funds    

 

60


      (Unaudited)  

 

 

     Beginning
Account
Value
7/1/18
    Ending
Account
Value
12/31/18
    Annualized
Expense
Ratios
    Expenses
Paid During
Period*
 

Dividend Value Fund — Class I

 

 

 

Actual Fund Return

  $ 1,000.00     $ 966.00       1.05   $ 5.20  

Hypothetical 5% Return

    1,000.00       1,019.91       1.05       5.35  

 

 

High Grade Income Fund — Class I

 

 

 

Actual Fund Return

  $ 1,000.00     $ 1,011.90       0.76   $ 3.86  

Hypothetical 5% Return

    1,000.00       1,021.37       0.76       3.88  

 

 

Hawaii Municipal Bond Fund — Class I

 

 

 

Actual Fund Return

  $ 1,000.00     $ 1,012.60       0.55   $ 2.79  

Hypothetical 5% Return

    1,000.00       1,022.43       0.55       2.80  

 

 

Hawaii Municipal Bond Fund — Class A

 

 

 

Actual Fund Return

  $ 1,000.00     $ 1,010.00       0.80   $ 4.05  

Hypothetical 5% Return

    1,000.00       1,021.17       0.80       4.08  

 

 
*   Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

December 31, 2018     www.bishopstreetfunds.com

 

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Bishop Street Funds           

Notice to Shareholders of Bishop Street Funds

 

For shareholders that do not have a December 31, 2018 taxable year end, this notice is for informational purposes only. For shareholders with a December 31, 2018 tax year end, please consult your tax adviser as to the pertinence of this notice.

 

Fund

  (A)*
Long Term
Capital Gains
Distributions
(Tax Basis)
    (B)*
Ordinary
Income
Distributions
(Tax Basis)
    (C)*
Tax
Exempt
Interest
    (A+B+C)
(D)
Total
Distributions
(Tax Basis)
 

Dividend Value Fund

    86.15     13.85     0.00     100.00

High Grade Income Fund

    2.60     97.40     0.00     100.00

Hawaii Municipal Bond Fund(6)

    0.34     0.40     99.26     100.00

 

*

Items (A), (B) and (C) are based on the percentage of each fund’s total distribution.

(1)

Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and is reflected as a percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions).

(2)

The percentage in this column represents the amount of “Qualifying Dividend Income” as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of “Ordinary Income Distributions” (the total of short term capital gain and net investment income distributions). It is the intention of the Fund to designate the maximum amount permitted by the law.

(3)

“U.S. Government Interest” represents the amount of interest that was derived from direct U.S. Government Obligations and distributed during the fiscal year. This amount is reflected as a percentage of total ordinary income distributions (the total of short term capital gain and net investment income distributions). Generally, interest from direct U.S. Government Obligations is exempt from state income tax. However, for residents of California, Connecticut and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts from state income.

 

Bishop Street Funds    

 

62


      (Unaudited)  

 

For the fiscal year ended December 31, 2018, each fund has designated the following items with regard to distributions paid during the year.

 

Qualifying
for
Corporate
Dividends
Receivable
Deduction(1)
    Qualifying
Dividend
Income(2)
    U.S.
Government
Interest(3)
    Interest
Related
Dividends(4)
    Short-Term
Capital
Gain
Dividends(5)
 
  100.00     100.00     0.00     0.00     100.00
  0.00     0.00     19.31     98.03     100.00
  0.00     0.00     0.00     0.00     0.00

 

(4)

The percentage in this column represents the amount of “Interest Related Dividends” as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of net investment income distributions that is exempt from U.S. withholding tax when paid to foreign investors.

(5)

The percentage in this column represents the amount of “Short-Term Capital Gain Dividends” as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of short-term capital gain distributions that is exempt from U.S. withholding tax when paid to foreign investors.

(6)

For California income tax purposes, for the fiscal year ended December 31, 2018, the Hawaii Municipal Bond Fund designated 4.19% of their distributions paid from net investment income as exempt interest dividends under Section 17145 of the California Revenue and Taxation Code.

 

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Bishop Street Funds           

Board of Trustees and Officers

 

Set forth below are the names, years of birth, position with the Trust and length of time served, and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee. Trustees who are deemed not to be “interested persons” of the Trust are referred to as “Independent Board Members.” Messrs. Nesher and Klauder are Trustees who may be deemed to be “interested” persons of the

 

Name and Year of Birth   Position
with Trust
and Length of
Time Served1
 

Principal Occupations

in the Past 5 Years

INTERESTED TRUSTEES3,4

ROBERT NESHER

(Born: 1946)

  Chairman of the Board of Trustees (Since 1998)   SEI employee 1974 to present; currently performs various services on behalf of SEI Investments for which Mr. Nesher is compensated. Vice Chairman of The Advisors’ Inner Circle Fund III, Gallery Trust, Schroder Series Trust and Schroder Global Series Trust. President, Chief Executive Officer and Trustee of SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. President and Director of SEI Structured Credit Fund, LP. President, Chief Executive Officer and Director of SEI Alpha Strategy Portfolios, LP, 2007 to 2013. President and Director of SEI Opportunity Fund, L.P. to 2010. Vice Chairman of O’Connor EQUUS (closed-end investment company) to 2016. President, Chief Executive Officer and Trustee of SEI Liquid Asset Trust to 2016. Vice Chairman of Winton Series Trust to 2017. Vice Chairman of Winton Diversified Opportunities Fund (closed-end investment company) to 2018.

N. JEFFREY KLAUDER

(Born: 1952)

  Trustee
(Since 2018)
  Executive Vice President and General Counsel of SEI Investments since 2004.
INDEPENDENT TRUSTEES4

JOSEPH T. GRAUSE, JR.

(Born: 1952)

  Trustee
(Since 2011)
  Self-Employed Consultant since 2012. Director of Endowments and Foundations, Morningstar Investment Management, Morningstar, Inc., 2010 to 2011. Director of International Consulting and Chief Executive Officer of Morningstar Associates Europe Limited, Morningstar, Inc., 2007 to 2010. Country Manager — Morningstar UK Limited, Morningstar, Inc., 2005 to 2007.
1   Each Trustee shall hold office during the lifetime of this trust until the election and qualification of his or her successor, or until he or she sooner dies, resigns, or is removed in accordance with the Trust’s Declaration of Trust.
2   Directorships of Companies required to report to the Securities and Exchange Commission under the Securities Exchange Act of 1934 (i.e. “public companies”) or other investment companies under the 1940 Act.
3   Denotes Trustees who may be deemed to be “interested” persons of the Fund as that term is defined in the 1940 Act by virtue of their affiliation with the Distributor and/or its affiliates
4   Trustees oversee 3 funds in the Bishop Street Funds.

 

Bishop Street Funds    

 

64


      (Unaudited)  

 

Trust as that term is defined in the 1940 Act by virtue of their affiliation with the Trust’s Distributor. The Trust’s Statement of Additional Information (“SAI”) includes additional information about the Trustees and Officers. The SAI may be obtained without charge by calling 1-800-262-9565. The following chart lists Trustees and Officers as of December 31, 2018.

 

Other Directorships

Held in the Past 5 Years2

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Director of SEI Structured Credit Fund, LP, SEI Global Master Fund plc, SEI Global Assets Fund plc, SEI Global Investments Fund plc, SEI Investments — Global Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Europe) Ltd., SEI Investments — Unit Trust Management (UK) Limited, SEI Multi-Strategy Funds PLC and SEI Global Nominee Ltd.

 

Former Directorships: Director of SEI Opportunity Fund, L.P. to 2010. Director of SEI Alpha Strategy Portfolios, LP to 2013. Trustee of SEI Liquid Asset Trust to 2016.

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds and The KP Funds. Director of SEI Private Trust Company; SEI Investments Management Corporation; SEI Trust Company; SEI Investments (South Africa), Limited; SEI Investments (Canada) Company; SEI Global Fund Services Ltd.; SEI Investments Global Limited; SEI Global Master Fund; SEI Global Investments Fund; and SEI Global Assets Fund.
Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds and The KP Funds. Director of The Korea Fund, Inc.

 

December 31, 2018     www.bishopstreetfunds.com

 

65


Bishop Street Funds           

 

Name and Year of Birth  

Position(s) Held
with the Trust

and Length of

Time Served1

 

Principal Occupation(s)

During the Past 5 Years

INDEPENDENT

TRUSTEES3 (continued)

MITCHELL A. JOHNSON

(Born: 1942)

  Trustee
(Since 2006)
  Retired. Private Investor since 1994.

BETTY L. KRIKORIAN

(Born: 1943)

  Trustee
(Since 2006)
  Vice President, Compliance, AARP Financial Inc., from 2008 to 2010. Self-Employed Legal and Financial Services Consultant since 2003. Counsel (in-house) for State Street Bank from 1995 to 2003.

BRUCE R. SPECA

(Born: 1956)

  Trustee
(Since 2011)
  Global Head of Asset Allocation, Manulife Asset Management (subsidiary of Manulife Financial), 2010 to 2011. Executive Vice President — Investment Management Services, John Hancock Financial Services (subsidiary of Manulife Financial), 2003 to 2010.

GEORGE J. SULLIVAN, JR.

(Born: 1942)

  Retired
since 2012. Self-Employed Consultant, Newfound Consultants Inc., 1997 to 2011.
  Retired since 2012. Self-Employed Consultant, Newfound Consultants Inc., 1997 to 2011.
1   Each Trustee shall hold office during the lifetime of this trust until the election and qualification of his or her successor, or until he or she sooner dies, resigns, or is removed in accordance with the Trust’s Declaration of Trust.
2   Directorships of Companies required to report to the Securities and Exchange Commission under the Securities Exchange Act of 1934 (i.e. “public companies”) or other investment companies under the 1940 Act.
3   Trustees oversee 3 funds in the Bishop Street Funds.

 

Bishop Street Funds    

 

66


      (Unaudited)  

 

Other Directorships

Held in the Past 5 Years2

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Director of Federal Agricultural Mortgage Corporation (Farmer Mac) since 1997.

 

Former Directorships: Director of SEI Alpha Strategy Portfolios, LP to 2013. Trustee of SEI Liquid Asset Trust to 2016

Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds and The KP Funds.
Current Directorships: Trustee of The Advisors’ Inner Circle Fund II, Bishop Street Funds and The KP Funds. Director of Stone Harbor Investments Funds, Stone Harbor Emerging Markets Income Fund (closed-end fund) and Stone Harbor Emerging Markets Total Income Fund (closed-end fund).

Current Directorships: Trustee/Director of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds, SEI Structured Credit Fund, LP, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust.

 

Former Directorships: Director of SEI Opportunity Fund, L.P. to 2010. Director of SEI Alpha Strategy Portfolios, LP to 2013. Trustee of SEI Liquid Asset Trust to 2016. Trustee/ Director of State Street Navigator Securities Lending Trust to 2017. Member of the independent review committee for SEI’s Canadian-registered mutual funds to 2017.

 

December 31, 2018     www.bishopstreetfunds.com

 

67


Bishop Street Funds           

 

Name and Year of Birth   Position(s) Held
with the Trust
and Length of
Time Served
 

Principal Occupation(s)

During the Past 5 Years

OFFICERS

MICHAEL BEATTIE

(Born: 1965)

 

President

(Since 2011)

  Director of Client Service, SEI Investments, since 2004.

JOHN BOURGEOIS

(Born: 1973)

 

Assistant Treasurer

(since 2017)

  Fund Accounting Manager, SEI Investments, since 2000.

STEPHEN CONNORS

(Born: 1984)

 

Treasurer, Controller and Chief Financial Officer

(since 2015)

  Director, SEI Investments, Fund Accounting since 2014. Audit Manager, Deloitte & Touche LLP, from 2011 to 2014.

DIANNE M. DESCOTEAUX

(Born: 1977)

 

Vice President

and Secretary

(Since 2011)

  Counsel at SEI Investments since 2010. Associate at Morgan, Lewis & Bockius LLP, from 2006 to 2010.

RUSSELL EMERY

(Born: 1962)

 

Chief Compliance Officer

(since 2006)

  Chief Compliance Officer of SEI Structured Credit Fund, LP since 2007. Chief Compliance Officer of SEI Alpha Strategy Portfolios, LP from 2007 to 2013. Chief Compliance Officer of The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds, The Advisors’ Inner Circle Fund III, Gallery Trust, Schroder Series Trust, Schroder Global Series Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Chief Compliance Officer of SEI Opportunity Fund, L.P. to 2010. Chief Compliance Officer of O’Connor EQUUS (closed-end investment company) to 2016. Chief Compliance Officer of SEI Liquid Asset Trust to 2016. Chief Compliance Officer of Winton Series Trust to 2017. Chief Compliance Officer of Winton Diversified Opportunities Fund (closed-end investment company) to 2018.

 

Bishop Street Funds    

 

68


      (Unaudited)  

 

Other Directorships

Held in the Past 5 Years

None.
None.
None.
None.
None.

 

December 31, 2018     www.bishopstreetfunds.com

 

69


Bishop Street Funds           

 

Name and Year of Birth  

Position(s) Held
with the Trust

and Length of

Time Served

 

Principal Occupation(s)

During the Past 5 Years

OFFICERS (continued)

ROBERT MORROW

(Born: 1968)

 

Vice President

(since 2017)

  Account Manager, SEI Investments, since 2007.

BRIDGET E. SUDALL

(Born: 1980)

  Anti-Money Laundering Compliance Officer and Privacy Officer (since 2015)   Senior Associate and AML Officer, Morgan Stanley Alternative Investment Partners, from 2011 to 2015. Investor Services Team Lead, Morgan Stanley Alternative Investment Partners, from 2007 to 2011.

JAMES BERNSTEIN

(Born: 1962)

 

Vice President and Assistant Secretary

(since 2017)

 

Attorney, SEI Investments, since 2017.

Prior Positions: Self-employed consultant, 2017. Associate General Counsel & Vice President, Nationwide Funds Group and Nationwide Mutual Insurance Company, from 2002 to 2016. Assistant General Counsel & Vice President, Market Street Funds and Provident Mutual Insurance Company, from 1999 to 2002.

MATTHEW M. MAHER

(Born: 1975)

  Vice President and Assistant Secretary (since 2018)   Counsel at SEI Investments since 2018. Attorney, Blank Rome LLP, from 2015 to 2018. Assistant Counsel & Vice President, Bank of New York Mellon, from 2013 to 2014. Attorney, Dilworth Paxson LLP, from 2006 to 2013.

 

Bishop Street Funds    

 

70


      (Unaudited)  

 

Other Directorships

Held in the Past 5 Years

None.
None.
None.
None.

 

December 31, 2018     www.bishopstreetfunds.com

 

71


INVESTMENT ADVISER

BISHOP STREET CAPITAL MANAGEMENT

HONOLULU, HI 96813

ADMINISTRATOR

SEI INVESTMENTS GLOBAL FUNDS SERVICES

ONE FREEDOM VALLEY DRIVE

OAKS, PA 19456

DISTRIBUTOR

SEI INVESTMENTS DISTRIBUTION CO.

ONE FREEDOM VALLEY DRIVE

OAKS, PA 19456

TRANSFER AGENT

DST SYSTEMS, INC.

KANSAS CITY, MO 64121

CUSTODIAN

MUFG UNION BANK, N.A.

SAN FRANCISCO, CA 94101

LEGAL COUNSEL

MORGAN, LEWIS & BOCKIUS LLP

PHILADELPHIA, PA 19103

INDEPENDENT REGISTERED PUBLIC ACCOUNTING 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 FUNDSSHAREHOLDERS. 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-AR-006-2400


Item 2.

Code of Ethics.

The Registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, controller or principal accounting officer, and any person who performs a similar function. There have been no amendments to or waivers granted to this code of ethics during the past fiscal year.

 

Item 3.

Audit Committee Financial Expert.

(a)(1) The registrant’s board of trustees has determined that the registrant has at least one audit committee financial expert serving on the audit committee.

(a) (2) The audit committee financial expert is George Sullivan, and is independent as defined in Form N-CSR Item 3 (a) (2).

 

Item 4.

Principal Accountant Fees and Services.

Fees billed by PricewaterhouseCoopers (PwC LLP) Related to the Trust

PwC LLP billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:

 

      2018    2017
           

All fees and
services to
the Trust

that were
pre-approved

  

All fees and
services to
service
affiliates

that were
pre-approved

  

All other

fees and
services to
service
affiliates
that did not
require

pre-approval

  

All fees and
services to
the Trust

that were
pre-approved

  

All fees and
services to
service
affiliates

that were
pre-approved

  

All other fees
and services to
service affiliates
that did not
require

pre-approval

(a)

   Audit Fees(1)    $80,500    N/A    N/A    $78,200    N/A    N/A

(b)

   Audit-Related Fees    N/A    N/A    N/A    N/A    N/A    N/A

(c)

   Tax Fees    N/A    N/A    N/A    N/A    N/A    N/A

(d)

   All Other Fees    N/A    N/A    N/A    N/A    N/A    N/A


Notes:

(1)

Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings.

(e)(1) The Trust’s Audit Committee has adopted and the Board of Trustees has ratified an Audit and Non-Audit Services Pre-Approval Policy (the “Policy”), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor of the Funds may be pre-approved.

The Policy provides that all requests or applications for proposed services to be provided by the independent auditor must be submitted to the Registrant’s Chief Financial Officer (“CFO”) and must include a detailed description of the services proposed to be rendered. The CFO will determine whether such services:

(1) require specific pre-approval; (2) are included within the list of services that have received the general pre-approval of the Audit Committee pursuant to the Policy; or (3) have been previously pre-approved in connection with the independent auditor’s annual engagement letter for the applicable year or otherwise. In any instance where services require pre-approval, the Audit Committee will consider whether such services are consistent with SEC’s rules and whether the provision of such services would impair the auditor’s independence.

Requests or applications to provide services that require specific pre-approval by the Audit Committee will be submitted to the Audit Committee by the CFO. The Audit Committee will be informed by the CFO on a quarterly basis of all services rendered by the independent auditor. The Audit Committee has delegated specific pre-approval authority to either the Audit Committee Chair or financial expert, provided that the estimated fee for any such proposed pre-approved service does not exceed $100,000 and any pre-approval decisions are reported to the Audit Committee at its next regularly scheduled meeting.

Services that have received the general pre-approval of the Audit Committee are identified and described in the Policy. In addition, the Policy sets forth a maximum fee per engagement with respect to each identified service that has received general pre-approval.

All services to be provided by the independent auditor shall be provided pursuant to a signed written engagement letter with the Registrant, the investment advisor or applicable control affiliate (except that matters as to which an engagement letter would be impractical because of timing issues or because the matter is small may not be the subject of an engagement letter) that sets forth both the services to be provided by the independent auditor and the total fees to be paid to the independent auditor for those services.

In addition, the Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the independent auditor and to assure the auditor’s independence from the Registrant, such as reviewing a formal written statement from the independent auditor delineating all relationships between the independent auditor and the Registrant, and discussing with the independent auditor its methods and procedures for ensuring independence.

(e)(2) Percentage of fees billed applicable to non-audit services approved pursuant to the “de minimis” exception of Rule 2-01(c)(7)(i)(C) were as follows:

 

      2018        2017    

Audit-Related Fees

   N/A    N/A


Tax Fees

   N/A                    N/A

All Other Fees

   N/A                    N/A

(f) Not applicable.

(g) The aggregate non-audit fees and services billed by PwC for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal years were $0 and $0 for 2018 and 2017, respectively.

(h) During the past fiscal year, all non-audit services provided by Registrant’s principal accountant to either Registrant’s investment adviser or to any entity controlling, controlled by, or under common control with Registrant’s investment adviser that provides ongoing services to Registrant were pre-approved by the audit committee of Registrant’s Board of Trustees. Included in the audit committee’s pre-approval was the review and consideration as to whether the provision of these non-audit services is compatible with maintaining the principal accountant’s independence.

 

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. Effective for closed-end management investment companies for fiscal years ending on or after December 31, 2005.

 

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.

Not applicable.

 

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 Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 270.30a-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 (17CFR 270.3a-3(d)) that occurred during the second fiscal quarter of 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.

 

Items 13.

Exhibits.

(a)(1) Code of Ethics attached hereto.

(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 Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), is filed herewith.

(b) Officer certifications as required by Rule 30a-2(b) under the Investment Company Act of 1940, as amended (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

Dated: March 11, 2019

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

Dated: March 11, 2019

 

By   (Signature and Title)*      

/s/ Stephen Connors

       

Stephen Connors,

Treasurer, Controller & CFO

Dated: March 11, 2019

 

*

Print the name and title of each signing officer under his or her signature.