SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN A PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
BISHOP STREET FUNDS
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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BISHOP STREET FUNDS
Large Cap Growth Fund (formerly, Equity Fund)
Strategic Growth Fund
Tax Managed Equity Fund
High Grade Income Fund
Hawaii Municipal Bond Fund
Money Market Fund
Treasury Money Market Fund
999 BISHOP STREET, 28TH FLOOR
HONOLULU, HAWAII 96813
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, APRIL 21, 2006
Notice is hereby given that a Special Meeting of Shareholders (the
"Special Meeting") of the Bishop Street Funds (the "Trust") will be held at the
offices of SEI Investments Co., One Freedom Valley Drive, Oaks, Pennsylvania
19456 on Friday, April 21, 2006 at 11 a.m. Eastern Time.
At the Special Meeting, the Trust's shareholders of record (the
"Shareholders") will be asked to consider the proposal set forth below and to
transact such other business as may be properly brought before the Special
Meeting.
PROPOSAL: To elect a new Board of Trustees for the Trust.
Only Shareholders at the close of business on February 23, 2006 are
entitled to notice of and to vote at the Special Meeting or any adjournment
thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE COMPLETE
AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE-PAID ENVELOPE IS ENCLOSED
FOR YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD AS SOON AS POSSIBLE.
YOU MAY ALSO VOTE EASILY AND QUICKLY BY TELEPHONE OR THROUGH THE INTERNET AS
DESCRIBED IN THE ENCLOSED PROXY CARD. TO DO SO, PLEASE FOLLOW THE INSTRUCTIONS
INCLUDED ON THE PROXY CARD. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU
OWN. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE. YOU MAY CHANGE YOUR
VOTE BY SUBMITTING A SUBSEQUENT PROXY BY MAIL, INTERNET, TELEPHONE OR VOTING IN
PERSON AT THE SPECIAL MEETING.
By Order of the Board of Trustees,
Robert A. Nesher
President and Trustee
Dated: March 1, 2006
BISHOP STREET FUNDS
Large Cap Growth Fund (formerly, Equity Fund)
Strategic Growth Fund
Tax Managed Equity Fund
High Grade Income Fund
Hawaii Municipal Bond Fund
Money Market Fund
Treasury Money Market Fund
999 BISHOP STREET, 28TH FLOOR
HONOLULU, HAWAII 96813
------------------------
PROXY STATEMENT
--------------------------
SPECIAL MEETING OF SHAREHOLDERS
APRIL 21, 2006
This proxy statement is furnished by the Board of Trustees of Bishop
Street Funds (the "Trust") in connection with the solicitation of proxies for
use at a Special Meeting of Shareholders (the "Special Meeting") of the Trust to
be held on Friday, April 21, 2006, at 11:00 a.m. Eastern Time, or at any
adjournment thereof, at the offices of SEI Investments, One Freedom Valley
Drive, Oaks, Pennsylvania 19456. The Trust's shareholders of record (the
"Shareholders") as of the close of business on February 23, 2006 (the "Record
Date") are entitled to notice of and to vote at the Special Meeting and any
adjournment thereof. It is expected that the foregoing notice of Special
Meeting, this proxy statement, and a proxy card will be mailed to Shareholders
on or about March 8, 2006.
SUMMARY
At the Special Meeting, all Shareholders will be asked to vote to elect
members to the Board of Trustees of the Trust. If you do not expect to be
present at the Special Meeting and wish your shares to be voted, please vote
your proxy by mail, telephone or Internet allowing sufficient time for the proxy
to be received before the Special Meeting. If your proxy is properly returned by
that time, shares represented by your proxy will be voted at the Special Meeting
in accordance with your instructions. However, if no instructions are specified
on the proxy with respect to the proposal, the proxy will be voted "FOR" the
approval of the proposal and, in accordance with the judgment of the persons
appointed as proxies, upon any other matter that may properly come before the
Special Meeting. Shareholders may revoke their proxies at any time prior to the
time they are voted by giving written notice to the Secretary of the Trust, by
delivering a subsequently dated proxy, or by attending and voting at the Special
Meeting. Should Shareholders require additional information regarding the
Proposal, or replacement proxy cards, they may contact the Trust at
1-800-262-9565.
Each full share will be entitled to one vote at the Special Meeting and
each fraction of a share will be entitled to the fraction of a vote equal to the
proportion of a full share represented by the fractional share. As of the Record
Date, the Trust's net assets and the approximate number of shares outstanding
were as follows:
FUNDS SHARES ISSUED AND OUTSTANDING
- ----- -----------------------------
Large Cap Growth Fund (formerly, Equity Fund) 8,391,237.595
Strategic Growth Fund 9,063,987.192
High Grade Income Fund 13,847,365.411
Tax Managed Equity Fund 2,524,054.351
Hawaii Municipal Bond Fund 16,442,800.829
Money Market Fund 214,736,065.118
Treasury Money Market Fund 227,437,783.760
AGGREGATE SHARES ISSUED AND OUTSTANDING 492,443,294.256
EXPENSES
In addition to the solicitation of proxies by mail, the Board and officers
of the Trust, as well as employees of any proxy soliciting firm engaged by the
Trust, may solicit proxies in person or by telephone. Persons holding shares as
nominees will, upon request, be reimbursed for their reasonable expenses
incurred in sending soliciting materials to their principals. The Trust's
investment adviser, Bishop Street Capital Management, will bear the costs
associated with the Special Meeting.
UPON REQUEST, THE TRUST WILL FURNISH TO A SHAREHOLDER, WITHOUT CHARGE, A
COPY OF ITS ANNUAL REPORT. THE ANNUAL REPORT MAY BE OBTAINED BY WRITING TO THE
TRUST C/O SEI INVESTMENTS COMPANY, ONE FREEDOM VALLEY DRIVE, OAKS, PENNSYLVANIA
19456 OR BY CALLING 1-800-262-9565.
QUORUM AND MEETING ADJOURNMENTS
A majority of the shares entitled to vote (50.1% or more of total votes
represented by all shares entitled to vote and present at the Special Meeting
either in person or by proxy) constitutes a quorum. For purposes of determining
the presence of a quorum, abstentions or broker non-votes will be counted as
present; however, they will not count as approval of the proposal.
If a quorum is not present at the Special Meeting, or if a quorum is
present at the Special Meeting but sufficient votes to approve the Proposal are
not received, or if other matters arise requiring Shareholder attention, the
persons named as proxies may propose one or more adjournments of the Special
Meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares present at the
Special Meeting or represented by proxy. The persons named as proxies will vote
in favor of such an adjournment if they determine that such adjournment and
additional solicitation is in the interest of Shareholders.
SHAREHOLDER APPROVAL OF THE ELECTION OF TRUSTEES
At the Special Meeting, it is proposed that eight Trustees be elected to
hold office until their successors are duly elected and qualified. The election
of Trustees requires the affirmative vote of a plurality of all votes cast at
the Special Meeting, provided that a majority of the shares entitled to vote are
present in person or by proxy at the Special Meeting. The persons named in the
accompanying proxy intend, in the absence of contrary instructions, to vote all
proxies on behalf of the shareholders for the election of Robert A. Nesher,
William M. Doran, Eugene B. Peters, James M. Storey, George J. Sullivan, Betty
L. Krikorian, Charles E. Carlbom and Mitchell A. Johnson. If you return your
proxy but give no voting instructions, your shares will be voted FOR all
nominees named herein.
2
PROPOSAL TO ELECT A NEW BOARD OF TRUSTEES
INTRODUCTION
At a special meeting of the Board of Trustees held on January 27, 2006,
the Trustees called a Special Meeting of Shareholders to elect a new Board of
Trustees. After due consideration, the current Trustees -- Martin Anderson,
Philip H. Ching, Robert A. Nesher, Peter F. Sansevero, Manuel R. Sylvester,
Joyce S. Tsunoda and John K. Tsui -- unanimously approved the nomination of
Robert A. Nesher, currently the Chairman of the Board, and of William M. Doran,
Eugene B. Peters, James M. Storey, George J. Sullivan, Betty L. Krikorian,
Charles E. Carlbom and Mitchell A. Johnson (each a "Nominee" and collectively,
the "Nominees"). In considering the Nominees for election as members of the
Board, the Trustees took into account the qualifications of each of the Nominees
and concern for the continued efficient conduct of the Trust's business.
Each of the Nominees has consented to being named in this proxy statement
and serving as a Trustee if elected. The Trust knows of no reason why any
Nominee would be unable or unwilling to serve if elected. Because the Trust does
not hold regular annual shareholder meetings, each Nominee, if elected, will
hold office until the earlier of his resignation or his successor is duly
appointed or elected and qualified.
If approved by Shareholders at the Special Meeting, Mr. Nesher will
continue to serve as a member of the Board and the Nominees will begin serving
as members of the Board immediately following the Special Meeting. The persons
named in the accompanying proxy intend, in the absence of contrary instructions,
to vote all proxies on behalf of Shareholders for the election of the Nominees.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF ALL NOMINEES.
INFORMATION REGARDING TRUSTEES AND NOMINEES
The business and affairs of the Trust are managed under the direction of
its Board of Trustees. If elected by Shareholders, in addition to serving the
Trust, the Nominees will continue to serve in the same capacity for two other
investment companies -- The Advisors' Inner Circle Fund and The Advisors' Inner
Circle Fund II. Because of the common membership of both of these investment
companies' respective Board of Trustees, regular meetings of the Board of
Trustees are held jointly for these investment companies to tend to the business
of each respective investment company. However, other than sharing the same
administrator and distributor and having the same members on each investment
company's Board of Trustees, the investment companies have no relationship with
each other. If the Nominees are elected to the Trust's Board, the regular
meetings of the Board would be joined with the meetings for The Advisors' Inner
Circle Fund and The Advisors' Inner Circle Fund II, with which the Trust also
shares the same administrator and distributor.
The table below provides basic information about each Nominee. The "Fund
Complex" consists of each separate series ("Fund") within the Trust. The mailing
address for each Nominee, except William M. Doran, is One Freedom Valley Drive,
Oaks, Pennsylvania 19456. The mailing address for Mr. Doran is 1701 Market
Street, Philadelphia, Pennsylvania 19103. The following information is provided
for each Nominee:
3
NUMBER OF
PORTFOLIOS
TERM OF IN FUND
POSITION(S) OFFICE AND PRINCIPAL COMPLEX
NAME AND HELD WITH LENGTH OF OCCUPATION(s) OVERSEEN OTHER DIRECTORSHIPS HELD BY
DATE OF BIRTH THE TRUST TIME SERVED DURING PAST 5 YEARS BY NOMINEE NOMINEE
- -------------------- ------------- ---------------- -------------------- ---------- ------------------------------
NOMINEE FOR INTERESTED TRUSTEE (CURRENTLY SERVES AS INTERESTED TRUSTEE)*
Robert A. Nesher, Chairman of No set term; SEI Employee since 7 Trustee of The Advisors' Inner
8/17/46 the Board served as 1974. Currently performs Circle Fund, The Advisors'
of Trustees Chairman since various services on behalf Inner Circle Fund II, SEI
1998 of SEI Investments, an Global Master Fund, plc, SEI
affiliate of the Trust's Global Assets Fund, plc, SEI
administrator and Global Investments Fund, plc,
distributor, for which SEI Investments Global,
Mr. Nesher is Limited, SEI Absolute Return
compensated. Master Fund, L.P., SEI
Opportunity Master Fund, L.P.,
SEI Absolute Return Fund,
L.P., SEI Opportunity Fund L.P.,
SEI Asset Allocation Trust, SEI
Daily Income Trust, SEI
Institutional International
Trust, SEI Institutional
Investments Trust, SEI
Institutional Managed Trust,
SEI Liquid Asset Trust and SEI
Tax Exempt Trust
NOMINEE FOR INTERESTED TRUSTEE*
William M. Doran, N/A N/A Self-Employed Consultant 7 Director of SEI Investments
5/26/40 since 2003. Partner, Company, SEI Investments
Morgan, Lewis & Bockius Distribution Co. Trustee of
LLP (law firm) from 1976 The Advisors' Inner Circle
to 2003, counsel to the Fund, The Advisors' Inner
Trust, SEI Investments, Circle Fund II, SEI Asset
the Administrator and Allocation Trust, SEI Daily
the Distributor. Income Trust, SEI
Institutional International
Trust, SEI Institutional
Investments Trust, SEI
Institutional Managed Trust,
SEI Liquid Asset Trust , SEI
Tax Exempt Trust, SEI
Investments - Global Fund
Services Limited , SEI
Investments Global Limited.
NOMINEES FOR INDEPENDENT TRUSTEES*
Charles E. Carlbom, N/A N/A Self-Employed 7 Trustee of The Advisors' Inner
8/20/34 Business Consultant, Circle Fund and The Advisors'
Business Projects Inner Circle Fund II.
Inc. since 1997. CEO
and President, United
Grocers Inc. from
1997 to 2000. Board
Member, Oregon
Transfer Company.
4
NUMBER OF
PORTFOLIOS
TERM OF IN FUND
POSITION(S) OFFICE AND PRINCIPAL COMPLEX
NAME AND HELD WITH LENGTH OF OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS HELD BY
DATE OF BIRTH THE TRUST TIME SERVED DURING PAST 5 YEARS BY NOMINEE NOMINEE
- -------------------- ------------- ---------------- -------------------- ---------- ------------------------------
Mitchell A. Johnson, N/A N/A Private Investor since 7 Director, Federal Agricultural
3/01/42 1994. Mortgage Corporation (Farmer
Mac). Trustee of The Advisors'
Inner Circle Fund and The
Advisors' Inner Circle Fund
II.
Betty L. Krikorian, N/A N/A Self-Employed Legal and 7 Trustee of The Advisors' Inner
1/23/43 Financial Services Circle Fund and The Advisors'
Consultant since 2003. Inner Circle Fund II.
State Street Bank
Counsel to Global
Securities and Cash
Operations from 1995 to
2003.
Eugene B. Peters, N/A N/A Private Investor 7 Trustee of The Advisors' Inner
6/03/29 since 1987. Circle Fund and The Advisors'
Inner Circle Fund II.
James M. Storey, N/A N/A Attorney, Solo 7 Trustee of The Advisors' Inner
4/12/31 Practitioner since Circle Fund, The Advisors'
1994. Inner Circle Fund II,
Massachusetts Health and
Education Tax-Exempt Trust,
SEI Asset Allocation Trust,
SEI Daily Income Trust, SEI
Index Funds, SEI Institutional
International Trust, SEI
Institutional Investments
Trust, SEI Institutional
Managed Trust, SEI Liquid
Asset Trust, SEI Tax Exempt
Trust and U.S. Charitable Gift
Trust.
George J. Sullivan, N/A N/A Chief Executive Officer, 7 Trustee of State Street
11/13/42 Newfound Consultants Navigator Securities Lending
Inc. since 1997. Trust, The Advisors' Inner
Circle Fund, The Advisors'
Inner Circle Fund II, SEI
Absolute Return Master Fund,
LP, SEI Asset Allocation
Trust, SEI Absolute Return
Fund, L.P., SEI Opportunity
Fund, SEI Daily Income Trust,
SEI Index Funds, SEI
Institutional International
Trust, SEI Institutional
Investments Trust, SEI
Institutional Managed Trust,
SEI Liquid Asset Trust, SEI
Opportunity Master Fund and
SEI Tax Exempt Trust.
5
* Trustees who are not deemed to be "interested persons" of the Trust as
defined in the 1940 Act are referred to as "Independent Trustees."
Trustees who are deemed to be "interested persons" of the Trust are
referred to as "Interested Trustees." Messrs. Doran and Nesher are deemed
Interested Trustees by virtue of their affiliation with the Trust's
Distributor.
COMPENSATION OF TRUSTEES
The officers of the Trust do not receive any direct compensation from the
Trust. Each Trustee who is not an officer, employee or director of the
investment adviser or sub-adviser to any Fund or its affiliates receives an
aggregate annual fee plus a fee per meeting attended (plus reimbursement for
reasonable out-of-pocket expenses incurred in connection with attendance at
Board and committee meetings) from the Trust. Payment of such fees and expenses
is allocated between each of the respective Funds. The aggregate compensation
payable by the Trust to each of the Trustees serving during the fiscal year
ended December 31, 2005 is set forth in the compensation table below.
TOTAL
COMPENSATION
PENSION OR FROM THE TRUST
RETIREMENT AND FUND
AGGREGATE BENEFITS ESTIMATED ANNUAL COMPLEX
COMPENSATION ACCRUED AS PART BENEFITS UPON PAID TO
NAME OF TRUSTEE FROM THE TRUST OF FUND EXPENSES RETIREMENT TRUSTEE
- ----------------------- --------------- ----------------- ---------------- --------------
INTERESTED TRUSTEES:
Philip H. Ching $ 16,500 $ 0 $ 0 $ 16,500
Robert A. Nesher $ 0 $ 0 $ 0 $ 0
John K. Tsui $ 16,500 $ 0 $ 0 $ 16,500
INDEPENDENT TRUSTEES:
Martin Anderson $ 17,500 $ 0 $ 0 $ 17,500
Peter F. Sansevero $ 18,000 $ 0 $ 0 $ 18,000
Manuel R. Sylvester $ 17,500 $ 0 $ 0 $ 17,500
Joyce S. Tsunoda $ 17,500 $ 0 $ 0 $ 17,500
OWNERSHIP OF FUND SECURITIES
The table below shows the dollar range of equity securities beneficially
owned by each Nominee as of December 31, 2005:
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL FUNDS
OVERSEEN OR TO BE OVERSEEN BY
TRUSTEE OR NOMINEE IN FAMILY
NAME OF NOMINEE DOLLAR RANGE OF EQUITY SECURITIES IN THE TRUST OF INVESTMENT COMPANIES
- --------------------- ---------------------------------------------- ------------------------------
INTERESTED TRUSTEES:
William M. Doran None None
Robert A. Nesher None None
INDEPENDENT TRUSTEES:
Eugene B. Peters None None
James M. Storey None None
George J. Sullivan None None
Betty L. Krikorian None None
Charles E. Carlbom $10,000 - $50,000 (Large Cap Growth Fund) $10,000 - $50,000
Mitchell A. Johnson None None
6
MEETINGS AND COMMITTEES OF THE BOARD OF TRUSTEES
MEETINGS OF THE BOARD OF TRUSTEES. During the Trust's most recently
completed fiscal year, the Board of Trustees met five times. With the exception
of Mr. Nesher's absence from the April 7, 2005 special board meeting, all of the
Trustees attended every meeting.
AUDIT COMMITTEE. The Board has an Audit Committee that is composed of each
of the independent Trustees of the Trust. The Audit Committee operates under a
written charter approved by the Board. The principal responsibilities of the
Audit Committee include: recommending which firm to engage as the Trust's
independent auditor and whether to terminate this relationship; reviewing the
independent auditors' compensation, the proposed scope and terms of its
engagement, and the firm's independence; pre-approving audit and non-audit
services provided by the Trust's independent auditor and certain other
affiliated entities; serving as a channel of communication between the
independent auditor and the Trustees; reviewing the results of each external
audit, including any qualifications in the independent auditors' opinion, any
related management letter, management's responses to recommendations made by the
independent auditors in connection with the audit, reports submitted to the
Committee by the internal auditing department of the Trust's Administrator that
are material to the Trust as a whole, if any, and management's responses to any
such reports; reviewing the Trust's audited financial statements and considering
any significant disputes between the Trust's management and the independent
auditor that arose in connection with the preparation of those financial
statements; considering, in consultation with the independent auditors and the
Trust's senior internal accounting executive, if any, the independent auditors'
report on the adequacy of the Trust's internal financial controls; reviewing, in
consultation with the Trust's independent auditors, major changes regarding
auditing and accounting principles and practices to be followed when preparing
the Trust's financial statements; and other audit related matters. Messrs.
Anderson, Sansevero, Sylvester and Ms. Tsunoda currently serve as members of the
Audit Committee. The Audit Committee meets periodically, as necessary, and met
twice during the Trust's most recently completed fiscal year.
FAIR VALUE PRICING COMMITTEE. The Board has a Fair Value Pricing Committee
that is composed of at least one Trustee and various representatives of the
Trust's service providers, as appointed by the Board. The Fair Value Pricing
Committee operates under procedures approved by the Board. The principal
responsibility of the Fair Value Pricing Committee is to determine the fair
value of securities for which current market quotations are not readily
available. The Fair Value Pricing Committee's determinations are reviewed by the
Board. Messrs. Nesher and Sansevero currently serve as members of the Fair Value
Pricing Committee. The Fair Value Pricing Committee meets periodically, as
necessary, and did not meet during the Trust's most recently completed fiscal
year.
NOMINATING AND COMPENSATION COMMITTEE. The Board has a Nominating and
Compensation Committee that is composed of Independent Trustees of the Trust.
The Committee has not adopted a charter. The principal responsibility of the
Committee is to consider, recommend and nominate candidates to fill any
vacancies on the Trust's Board. Messrs. Anderson, Sansevero, Sylvester and Ms.
Tsunoda currently serve as members of the Committee. The Committee meets
periodically, as necessary, and met twice during the Trust's most recently
completed fiscal year.
7
COMMUNICATIONS WITH THE BOARD
Shareholders wishing to submit written communications to the Board should
send their communications to SEI Investments Company, One Freedom Valley Drive,
Oaks, Pennsylvania 19456. Any such communications received will be reviewed by
the Board at its next regularly scheduled meeting.
BOARD APPROVAL OF THE ELECTION OF TRUSTEES
At the special meeting of the Board of Trustees held on January 27, 2006,
the Board of Trustees voted to approve the Special Meeting of Shareholders to
elect each of the Nominees as a Trustee of the Trust. The Board considered,
among other factors, each Nominee's experience, qualifications, and willingness
to serve as Trustee for other investment companies administered by SEI
Investments Global Funds Services, and determined that each Nominee is qualified
to serve or continue to serve as a Trustee. In voting to approve the Nominees,
the Board of Trustees also considered various matters related to the management
and long-term welfare of the Trust.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU
VOTE FOR EACH OF THE NOMINEES
8
ADDITIONAL INFORMATION
EXECUTIVE OFFICERS OF THE TRUST
Information about the Trust's current principal executive officers is set
forth below. The mailing address of each officer is One Freedom Valley Drive,
Oaks, Pennsylvania 19456.
TERM OF NUMBER OF
OFFICE AND FUNDS IN THE
LENGTH OF FUND
NAME AND DATE OF POSITION WITH THE TIME PRINCIPAL OCCUPATION DURING THE PAST COMPLEX TO
BIRTH TRUST SERVED FIVE YEARS BE OVERSEEN
- -------------------- ----------------- ----------------- -------------------------------------------- ----------------
Robert A. Nesher, President No set term; SEI Employee since 1974. Currently 7
8/17/46 served since performs various services on behalf of SEI
1998 Investments, an affiliate of the Trust's
administrator and distributor, for which Mr.
Nesher is compensated.
Lori K. Foo, Vice President No set term; Compliance Officer and Assistant Vice 7
7/07/57 and Secretary served since President for First Hawaiian Bank since
2002 1994.
Ryan S. Ushijima, Chief Compliance No set term; Chief Compliance Officer of the Wealth 7
6/14/56 Officer served since Management Division of First Hawaiian
2004 Bank and Bishop Street Capital
Management since 2005. Commissioner of
Securities, Department of Commerce and
Consumer Affairs, State of Hawaii from
1998 to 2004.
Timothy D. Barto, Vice President No set term; Employed by SEI Investments Company 7
3/28/68 and Assistant served since since October 1999. General Counsel, Vice
Secretary 1999 President and Secretary of the
Administrator since 2004 and Vice
President of SEI Investments Distribution
Company, 1999-2003. Associate, Dechert
Price & Rhoads (law firm), 1997-1999.
Michael Lawson, Controller and No set term; Director, SEI Investments Funds 7
10/08/60 Chief Financial served since Accounting since July 2005. Manager,
Officer 2005 Funds Accounting, SEI Investments AVP
(1995-2005, excluding February 1998
through October 1998).
Philip T. Masterson, Vice President No set term; Employed by SEI Investments Company 7
3/12/64 and Assistant served since since August 2004. General Counsel, Citco
Secretary 2004 Mutual Fund Services from 2003 to 2004.
OppenheimerFunds, Vice President and
Assistant Counsel from 1997 to 2001 and
Vice President and Associate Counsel from
2001 to 2003.
James Ndiaye, Vice President No set term; Employed by SEI Investments Company 7
9/11/68 and Secretary served since since October 2004. Vice President,
2004 Deutsche Asset Management from 2003 to
2004. Associate, Morgan, Lewis &
Bockius, LLP from 2000 to 2003. Counsel,
Assistant Vice President, ING Variable
Annuities Group from 1999 to 2000.
9
TERM OF NUMBER OF
OFFICE AND FUNDS IN THE
LENGTH OF FUND
NAME AND DATE OF POSITION WITH THE TIME PRINCIPAL OCCUPATION DURING THE PAST COMPLEX TO
BIRTH TRUST SERVED FIVE YEARS BE OVERSEEN
- -------------------- ----------------- ----------------- -------------------------------------------- ----------------
Michael T. Pang, Vice President No set term; Employed by SEI Investments Company 7
7/08/72 and Secretary served since since 2005. Counsel, Caledonian Bank &
2005 Trust's Mutual Funds Group (2004).
Counsel, Permal Asset Management (2001-
2004). Associate, Schulte, Roth & Zabel's
Investment Management Group (2000-
2001). Staff Attorney, U.S. SEC's Division
of Enforcement, Northeast Regional Office
(1997-2000).
Sofia A. Rosala, Vice President No set term; Compliance Officer of SEI Investments 7
2/01/74 and Secretary served since Company since September 2001. Account
2004 and Product Consultant, SEI Private Trust
Company (1998-2001).
TRUSTEE AND OFFICER FUND OWNERSHIP
As of the Record Date, the Trust's Trustees, Nominees and officers,
collectively, owned less than one percent of the outstanding shares of the
Trust.
INVESTMENT ADVISER AND SUB-ADVISERS
Bishop Street Capital Management, a registered investment adviser and
wholly-owned subsidiary of First Hawaiian Bank, serves as Adviser to each of the
Funds. Before February 22, 2000, First Hawaiian Bank served as Adviser to the
Funds. First Hawaiian Bank is a subsidiary of BancWest Corporation, itself a
subsidiary of BNP Paribas. The address of the Adviser is Bishop Street Capital
Management, 999 Bishop Street, 28th Floor, Honolulu, Hawaii 96813.
The following Sub-Advisers provide investment management services to each
of the following Funds, respectively, under the general supervision of the
Adviser and the Board of Trustees.
FUND INVESTMENT SUB-ADVISER AND ADDRESS
- -------------------------- -----------------------------------
Money Market Fund Fischer Francis Trees & Watts, Inc.
Treasury Money Market Fund 200 Park Avenue
46th Floor
New York, NY 10166
Strategic Growth Fund BNP Paribas Asset Management, Inc.
200 Park Avenue
New York, NY 10166
DISTRIBUTOR AND PRINCIPAL UNDERWRITER
SEI Investments Distribution Co., located at One Freedom Valley Drive,
Oaks, Pennsylvania 19456, a wholly-owned subsidiary of SEI Investments Company
("SEI"), acts as the distributor of the Funds.
10
ADMINISTRATOR
SEI Investments Global Funds Services (the "Administrator"), a Delaware
statutory trust, has its principal business offices at One Freedom Valley Drive,
Oaks, Pennsylvania 19456. SEI Investments Management Corporation, a wholly owned
subsidiary of SEI, is the owner of all beneficial interest in the Administrator.
5% SHAREHOLDERS
As of February 23, 2006, the following persons were the only persons who
were record owners or, to the knowledge of the Trust, were beneficial owners of
5% or more of the outstanding shares of each fund of the Trust, as described
below. The Funds do not know whether the shares referred to above were
beneficially owned by the persons listed below, or whether the shares were held
in such persons' accounts for their fiduciary, agency or custodial customers.
NAME AND ADDRESS OF NUMBER OF PERCENTAGE OF FUND'S
FUND AND CLASS SHAREHOLDER SHARES OWNED OUTSTANDING SHARES
- ---------------------------------------- --------------------------------- ------------------ --------------------
High Grade Income Fund SEI Trust Company 6,241,472.4610 45.08%
Class I c/o First Hawaiian Bank
Attn Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
High Grade Income Fund SEI Trust Company 5,778,434.7710 41.73%
Class I c/o First Hawaiian Bank
Attn Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
High Grade Income Fund Mercer Trust Co 1,012,613.7130 7.31%
Class I Attn DC Plan Admin Team
1 Investors Way MSC NE2
Norwood, MA 20262-1584
Money Market Fund SEI Trust Company 174,508,417.5800 96.45%
Class I c/o First Hawaiian Bank
Attn Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
Hawaii Municipal Bond Fund SEI Trust Company 10,620,342.4900 78.59%
Class I c/o First Hawaiian Bank
Attn Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
Hawaii Municipal Bond Fund SEI Trust Company 1,569,503.4860 11.61%
Class I c/o First Hawaiian Bank
One Freedom Valley Drive
Oaks, PA 19456
Treasury Money Market Fund SEI Trust Company 227,023,654.7200 99.82%
Class I c/o First Hawaiian Bank
Attn Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
11
NAME AND ADDRESS OF NUMBER OF PERCENTAGE OF FUND'S
FUND AND CLASS SHAREHOLDER SHARES OWNED OUTSTANDING SHARES
- ---------------------------------------- --------------------------------- ------------------ --------------------
Large Cap Growth Fund SEI Trust Company 6,245,392.5460 74.60%
Class I c/o First Hawaiian Bank
Attn Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
Large Cap Growth Fund SEI Trust Company 826,940.1210 9.88%
Class I c/o First Hawaiian Bank
Attn Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
Large Cap Growth Fund Emjay Corp As Agent For 637,916.8690 7.62%
Class I First Hawaiian Bank
c/o Fascorp
8515 E Orchard Rd #2T2
Greenwood Vlg, CO 80111-5002
Hawaii Municipal Bond Fund Pershing LLC 378,070.0390 12.91%
Class A PO Box 2052
Jersey City, NJ 07303-2052
Hawaii Municipal Bond Fund Stacey TJ Wong TR 217,163.3280 7.41%
Class A U/A DTD 04/30/1922
Eric Alfred Knudsen Trust
PO Box 759
Kalaheo, HI 96741-0759
Hawaii Municipal Bond Fund Pershing LLC 193,464.7550 6.60%
Class A PO Box 2052
Jersey City, NJ 07303-2052
Money Market Fund Pershing LLC 33,776,903.0200 99.93%
Class A As Agent for its Brokerage Cust
Attn Cash Management Services
1 Pershing Plaza
Jersey City, NJ 07399-0002
Strategic Growth Fund SEI Trust Company 5,918,399.6200 65.30%
Class I c/o First Hawaiian Bank
Attn Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
Strategic Growth Fund SEI Trust Company 2,357,266.4800 26.01%
Class I c/o First Hawaiian Bank
Attn Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
Tax Managed Equity Fund SEI Trust Company 2,252,038.8210 90.30%
Class I c/o First Hawaiian Bank
Attn Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
12
NAME AND ADDRESS OF NUMBER OF PERCENTAGE OF FUND'S
FUND AND CLASS SHAREHOLDER SHARES OWNED OUTSTANDING SHARES
- ---------------------------------------- --------------------------------- ------------------ --------------------
Tax Managed Equity Fund SEI Trust Company 235,511.1530 9.44%
Class I c/o First Hawaiian Bank
Attn Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PRICEWATERHOUSECOOPERS LLP. The Audit Committee recommended and the Board
approved PricewaterhouseCoopers LLP ("PwC") as the Trust's independent
registered public accounting firm. PwC has informed the Trust that it has no
material direct or indirect financial interest in the Trust. Representatives of
PwC are not expected to be present at the Special Meeting and will not have an
opportunity to make a statement, but will be available should questions arise.
AUDIT FEES. The aggregate fees billed for professional services rendered
by PwC for the audit of the Trust's annual financial statements and services
normally provided by PwC in connection with the statutory and regulatory filings
or engagements for the fiscal years ended December 31, 2004 and 2005 were
$98,200 and $104,100, respectively.
AUDIT-RELATED FEES. PwC did not bill the Trust for any assurance or other
services related to the performance of the audit of the Trust's financial
statements, other than those reported under "Audit Fees" above, during the
Trust's two most recently completed fiscal years.
TAX FEES. PwC did not bill the Trust for any services related to tax
compliance, tax advice, or tax planning during the Trust's two most recently
completed fiscal years.
ALL OTHER FEES. PwC did not bill the Trust for other products and
services, other than the services reported above, for the Trust's two most
recently completed fiscal years.
AGGREGATE NON-AUDIT FEES. There were no non-audit fees billed by PwC for
the last two fiscal years.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. As of the date of
this proxy statement, the Audit Committee has not adopted pre-approval policies
and procedures. As a result, all services provided by PwC must be directly
pre-approved by the Audit Committee.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Trust is organized as a business trust under the laws of the
Commonwealth of Massachusetts. As such, the Trust is not required to, and does
not, have annual meetings. Nonetheless, the Board of Trustees may call a special
meeting of shareholders for action by shareholder vote as may be required by the
1940 Act or as required or permitted by the Declaration of Trust and By-Laws of
the Trust. Shareholders who wish to present a proposal for action at a future
meeting should submit a written proposal to the Trust for inclusion in a future
proxy statement. The Board of Trustees will give consideration to shareholder
suggestions as to nominees for the Board of Trustees, as discussed above under
the heading "Nominating and Compensation Committee." Shareholders retain the
right to request that a meeting of the shareholders be held for the purpose of
considering matters requiring shareholder approval.
13
SHAREHOLDERS SHARING THE SAME ADDRESS
If two or more Shareholders share the same address, only one copy of this
proxy statement is being delivered to that address, unless the Trust has
received contrary instructions from one or more of the Shareholders at that
shared address. Upon written or oral request, the Trust will deliver promptly a
separate copy of this proxy statement to a Shareholder at a shared address.
Please note that each Shareholder will receive a separate proxy card, regardless
of whether he or she resides at a shared address. Please call 1-800-262-9565 or
forward a written request to the Trust c/o SEI Investments Distribution Co., One
Freedom Valley Drive, Oaks, Pennsylvania 19456 if you would like to (1) receive
a separate copy of this proxy statement; (2) receive your annual reports or
proxy statements separately in the future; or (3) request delivery of a single
copy of annual reports or proxy statements if you are currently receiving
multiple copies at a shared address.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO WISH
TO HAVE THEIR SHARES VOTED ARE REQUESTED TO VOTE BY MAIL, TELEPHONE OR INTERNET
AS EXPLAINED IN THE INSTRUCTIONS INCLUDED ON YOUR PROXY CARD.
By Order of the Trustees,
Robert A. Nesher
President
Dated: March 1, 2006
14
- --------------------------------------------------------------------------------
BISHOP STREET FUNDS
[Fund Name Prints Here]
NOTICE OF PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS ON APRIL 21, 2006
The undersigned, revoking previous proxies, if any, with respect to the Shares
(defined below), hereby appoints Laurie Brooks and Philip T. Masterson as
proxies, each with full power of substitution, to vote all of the shares of
beneficial interest in the name of the undersigned (the "Shares") at the Special
Meeting of Shareholders of the Bishop Street Funds to be held at the offices of
SEI Investments Co., One Freedom Valley Drive, Oaks, Pennsylvania 19456, at
11:00 a.m., Eastern Time, on April 21, 2006, and any adjournments or
postponements thereof (the "Special Meeting"), as instructed on the reverse
side.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER(S). IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL AND WILL BE VOTED
IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING.
FUND NAME HERE
PROXY TABULATOR
PO BOX 9112 TO VOTE BY MAIL
FARMINGDALE, NY 11735
1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: BISHOP KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<Table>
BISHOP STREET FUNDS
THE BOARD OF TRUSTEES OF THE TRUST
RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO ELECT THE FOLLOWING NOMINEES TO THE FOR WITHHOLD FOR ALL TO WITHHOLD AUTHORITY TO VOTE FOR
BOARD OF TRUSTEES OF THE TRUST. ALL ALL EXCEPT ONE OR MORE OF THE NOMINEES, WRITE
THE NUMBER(S) OF THE NOMINEE(S)
PROPOSAL: To elect a new Board of Trustees for the Trust. BELOW.
NOMINEES: [ ] [ ] [ ] ----------------------------------
(01) Robert A. Nesher
(02) William M. Doran
(03) Eugene B. Peters
(04) James M. Storey
(05) George J. Sullivan
(06) Betty L. Krikorian
(07) Charles E. Carlbom
(08) Mitchell A. Johnson
</Table>
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear(s) on this
Proxy. If the Shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
PLEASE VOTE PROMPTLY BY TELEPHONE, INTERNET OR MAIL WHETHER OR NOT YOU EXPECT TO
ATTEND THE SPECIAL MEETING; YOU MAY, NEVERTHELESS, VOTE IN PERSON IF YOU DO
ATTEND.
- ---------------------------------- -------- ------------------------ --------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date