Asset Management Group of Bank of Hawaii: investment adviser

AMG offers investment advisory services on a discretionary basis to registered investment companies (mutual funds) and institutional clients that are governmental entities or quasi-governmental agencies whose accounts consist in whole or in part of the proceeds from the issuance of municipal bonds. In addition to providing investment advisory services to the Hawaiian Tax-Free Trust (mutual fund), AMG also provides marketing support and financier responsibility for some fees including sales commissions and other types of service-related fees paid by the Hawaiian Tax-Free Trust’s Distributor. Because significant disclosures are required of registered investment companies and their investment advisers through other means, this brochure will not include content related to them unless otherwise noted. Therefore, the business practices and other information contained in this brochure are intended to pertain primarily to AMG’s institutional client relationships. The types of assets managed in institutional clients’ accounts generally consist of U.S. Government and U.S. Government Agency securities and money market funds. High-quality corporate debt securities may also be used but are not currently. The type of securities held in each account depends on the investment objectives established for each account. Clients may provide AMG with their own investment policy statement setting forth investment objectives and restrictions to which they will be managed, or AMG personnel will work with the client to develop an investment policy statement that will suit their needs. As of December 31, 2025, AMG managed $658,410,000 in assets on a discretionary basis in registered investment companies, and discretionary assets held in institutional client accounts that had a value of $596,571,000. AMG did not oversee any client assets on a non-discretionary basis.

*Annual fee that may be charged for each additional account within one fee relationship. Such fee may be waived at the discretion of AMG. Unless alternative arrangements are made with the client, fees are charged monthly in arrears based on the value of the assets in the account as of the last business day of the month, multiplied by 1/12 of the rates shown above. If an account closes on a day other than month-end, the final fee will be calculated on a pro rata basis for the portion of the final month that AMG managed the account. Fee charges are negotiable. They may be based on a discount from the standard fee schedule or on an individual fee schedule developed with the client. If any other fees are to be charged to the client for special services outside of those contemplated in the account agreement, they will be as agreed to with the client in advance of performing the services. If the Bank of Hawaii has custody of the assets and funds in the account, fees are deducted from the account and paid to AMG, or the client will be billed, based on the client’s preference. If the assets are held with another custodian, the custodian will be billed, and a copy of the billing will be sent to the client. Fees are subject to periodic review and, from time to time, adjustment. Clients shall be considered to have approved and accepted any such adjustment 30 days after AMG sends written notice of the adjustment to the client unless the client notifies AMG otherwise in writing before the end of such 30-day period. In addition to AMG fees, there may be additional fees when AMG invests a client’s funds in the shares of an unaffiliated registered money market fund. Such fund charges advisory fees and other expenses as detailed in its prospectus which discloses the pro rata portion that clients pay indirectly through their investment in the fund. Such expenses, including the fund’s advisory fee, are in addition to the direct advisory fee charged by AMG for managing the client’s account.

Risks to consider are default risk and repurchase agreement counterparty risk. Default risk arises because not all obligations of the U.S. government and its agencies are backed by the full faith and credit of the U.S. Treasury. In some cases, there may be some risk of default by the issuer. For money market funds with repurchase agreements, there is risk that a counterparty will fail to honor the terms of a repurchase agreement and the collateral will be insufficient.

However, on 09/15/22 the SEC accepted AMG’s offer to resolve an investigation into a potential violation of Rule 206(4)-5 of the Investment Advisers Act, which prohibits a registered investment adviser from receiving compensation for advisory services from a government entity for two years after a prohibited political contribution exceeding certain limits is made by the adviser or a “covered associate” of the adviser to an official of or candidate for office of a governmental entity that can influence the selection of certain investment advisers. In July 2018, an officer of Bank of Hawaii made a $1,000 campaign contribution to an incumbent for elected office in Hawaii, which office had influence over selecting investment advisers for a state university in Hawaii. Within three months of that contribution, the officer became an indirect supervisor of AMG’s solicitors of investment services, and accordingly, became a covered associate of AMG. Within two years after this contribution, AMG provided advisory services for compensation to the state university. AMG cooperated fully with the SEC’s inquiry into this matter and, without admitting or denying the SEC’s

findings, agreed to censure, to cease and desist from committing or causing any violations and any future violations of Section 206(4) of the Investment Advisers Act and Rule 206(4)-5 thereunder, and to pay a civil monetary penalty of $45,000.

The Code is intended to assure compliance with applicable regulatory agencies supervising the activities of SEC-registered investment advisers, and to encourage the prompt internal reporting of violations of the Code to the Chief Compliance Officer. Clients and prospective clients may obtain a copy of the Code of Ethics by contacting Catherine M. Fujisaki, the Chief Compliance Officer for AMG, using the contact information in Item 1 on the cover page. Participation or Interest in Client Transactions AMG does not have a material interest in any securities traded in a client’s account and does not engage in principal transactions with its clients. A principal transaction is one in which AMG, or an affiliate of AMG sells or purchases a security for its own account, and the other party to the transaction is an AMG client. Personal Trading Employees are allowed to trade in the same securities that are traded in clients’ accounts. This may

create a conflict of interest. The fiduciary duty to act in the best interests of AMG clients could potentially be violated if personal trades are made under more advantageous terms than client trades, or by trading based on material non-public information. This risk is mitigated by the nature of the investments made on clients’ behalf (i.e., U.S. Government and U.S. Government Agency obligations, state municipal bonds), and AMG’s policy that prohibits the trading of securities by employees for their personal accounts and for client accounts based on material, non-public information. Employees must pre-clear personal trades in initial public offerings and private placements. In addition, AMG Compliance receives duplicate copies of all employees’ personal brokerage statements and confirmations and reviews them to identify any possible violations of the policy. Annual training is provided to employees concerning this policy and their fiduciary duty to clients.

However, under certain circumstances, it is possible for a client to direct AMG to use a particular broker-dealer to execute transactions for their account under terms and arrangements that the client may negotiate with the broker-dealer (these are called “directed transactions”). However, where the client has directed the use of a particular broker or dealer, it may cost them more money than if AMG selected the broker. When conducting directed transactions, AMG generally will not be in a position to freely negotiate commission rates or spreads or select brokers or dealers based on best execution. Additionally, a directed transaction may not be commingled or "bunched" for purposes of execution with orders for the same security for other accounts managed by AMG. AMG will fill a directed transaction in a security after trading a bunched transaction in the security. Accordingly, a directed transaction may be subject to adverse price movements, particularly when a large order in a bunched transaction is executed before the directed transaction or where the security is thinly traded. This may result in the client receiving a price that is less favorable than the price obtained for the bunched order. Under these circumstances, the direction by the client to use a particular broker or dealer for the execution of a transaction may result in a higher commission, greater spread, or less favorable net price than might be the case if AMG was empowered to negotiate commission rates or spreads freely, or to select brokers or dealers based on best execution. Trade Allocation Trades are allocated fairly among all client accounts participating in the trade, using block trading practices whenever feasible. AMG portfolio managers place fixed income trades for AMG clients as well as for fiduciary accounts over which the Bank of Hawaii is acting in a non-registered investment adviser capacity. Special attention is given to treat trades for AMG clients and for Bank of Hawaii fiduciary accounts on an equitable basis.

To the extent practical, purchase or sale orders for the same security for more than one account are combined, so that the resulting benefits in price and brokerage charges are applied on a pro-rata or average basis to the accounts participating in the transaction. If the entire order cannot be executed, each account involved in the order is allocated its proportionate share of the security purchased or sold, giving consideration to the minimum tradable size of the security involved in the order. When purchase or sale orders in the same security are not combined, transactions are processed on a first-in, first-out basis, giving no preference to a particular client or account.

Investment Policy Statement, or equivalent document. Appropriateness of the investment objective for the account. Accuracy of basic investment-related system coding and related documentation. Annual performance (excluding initial reviews and cash only accounts). Appropriateness of discretionary assets individually and collectively given the clients’ investment objective and any account restrictions, specifically: a. Description of investments and their market or fair value at scheduled review date b. Asset allocation (bonds, stocks, etc.) and check if within appropriate ranges; c. Cost basis of the investments (if applicable); d. Additional information obtained from meetings with the client.

Reporting - the Investment Adviser Oversight Committee (IAOC) tracks the status of the account reviews that need to be completed during the year and reviews the details of any identified issues.

In addition to the client statements discussed in Item 15 below, performance reports may be produced for each institutional client’s account quarterly. They are either emailed to the client or, more commonly, delivered to the client during meetings scheduled for this purpose. Each statement prepared by AMG encourages the client to compare the statement to one they receive from the custodian (Bank of Hawaii).

Because Bank of Hawaii is a related entity to AMG and providing the custodial services for some AMG clients, special rules apply. First, Bank of Hawaii must obtain an internal control report such as a SOC 1 report at least once each calendar year. The report must address control objectives and associated controls related to the areas of client account setup and maintenance, authorization and processing of client transactions, security maintenance and setup, processing of income and corporate action transactions, reconciliation of funds and securities positions to depositories and other unaffiliated custodians, and client reporting. Additionally, AMG must arrange for a surprise examination by an independent public accountant to verify the accuracy of the assets reported on the custodian’s statements. The timing of the examination is determined by the accountant without advance notice and must occur once each calendar year. Findings are to be filed with the SEC by the accountant within 120 days of the date of the examination. Other Institution as Custodian Clients may also select another qualified institution as their custodian. If so, AMG will verify that the custodian is sending statements for their account to the client at least quarterly. AMG will also require that a copy of the custodian’s statements be sent to AMG on the same frequency as the client’s statements.

Reports or Statements Sent from AMG Clients may also receive reports or account statements from AMG. Each such report or statement urges the client to compare the AMG report or statement to the official statement received from the custodian. If there are differences, AMG and/or the custodian should be contacted immediately.

Additionally, clients may furnish AMG with a written statement placing reasonable limitations on the investments that AMG is authorized to acquire and hold for the account. AMG will implement any changes set forth in revised investment policy statements or other written statements within a reasonable time.

The guidelines address such areas as election of directors, corporate defenses, corporate governance, mergers and acquisitions, corporate restructuring, state of incorporation, proxy contest issues, executive compensation, employee considerations and social issue proposals. The ISS proxy voting guidelines reflect normal voting positions on certain issues but will not apply in every situation. Issues designated in the ISS guidelines that are to be voted on a case-by-case basis may be voted according to ISS recommendations or, if appropriate, as determined by AMG. Even when the guidelines specify how AMG should vote on a particular issue, AMG may choose to vote differently if it is determined that doing so will be in the clients’ best interests. When facing conflicts between the interests of AMG and those of its clients, AMG will act in the best interests of its clients and take no action contrary to those interests. The process of screening for conflicts of interest that could influence proxy voting may include, but is not limited to, the following: 1. Identify any situation where AMG does not intend to vote in accordance with ISS proxy

voting guidelines;

2. Determine who (portfolio manager, AMG executive, client, etc.) is attempting to influence

AMG to vote contrary to its proxy voting policy or guidelines;

3. Review requests that would result in voting contrary to proxy voting policy or guidelines; and 4. Determine if a conflict exists and submit the matter to the Investment Advisor Oversight

Committee for a final decision on how to handle the voting of the proxy (e.g., retain outside counsel, abstain from voting, etc.).

Information concerning how AMG voted on any particular proxy matter may be obtained from the client’s account officer. A copy of AMG’s proxy voting policy may also be obtained upon request from their account officer.