Asset Management Group

of

Bank of Hawaii

This is the property of Asset Management Group of Bank of Hawaii (“AMG”).
Its contents are confidential and are not to be distributed outside of AMG.

For questions, please contact the AMG Chief Compliance Officer:
Catherine M. Fujisaki, at (808) 694-8372.

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This Code of Ethics (“Code”) is designed to assist the Asset Management Group of Bank of Hawaii (“AMG”) and its employees in complying with applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and state jurisdictions, as well as to provide proper supervision of employees. All Supervised Persons, as defined below, must abide by all applicable policies and, procedures herein. This Code should accurately reflect AMG’s business practices.

Employees and their supervisors should refer to this Code for guidance with respect to compliance issues. Issues that cannot be resolved through reference to this Code should be directed to the AMG Chief Compliance Officer (“AMG CCO”), Catherine M. Fujisaki, or in her absence, the AMG Manager, Roger Khlopin. In addition, the AMG CCO or Manager should be contacted if it is believed that the Code should be changed or updated, or if any of AMG’s disclosure documents, advisory contracts, or marketing materials appear inaccurate, incomplete, or out-of-date.

The Compliance Manual, Code of Ethics, and all compliance-related reporting forms, are kept on a centralized compliance website that is easily accessible by all employees:

EIM - AMG Documents - All Documents

Employees are responsible for understanding and complying with all applicable Federal and State regulations, in addition to the BOH and AMG internal policies and procedures. This manual will be updated periodically as necessary. It is the responsibility of each employee of AMG to be familiar with the contents of this manual, as well as any updates hereto.

This Manual is not intended to be exhaustive, but serves as a foundational framework for the proper conduct and oversight of the daily operations of the investment adviser and its associated personnel. It is designed to support adherence to applicable laws, regulations, and internal policies.

AMG is an SEC-registered investment adviser organized as a Separately Identifiable Department or Division (SID)¹. Because AMG is a department of the Bank of Hawaii (“BOH”), it is not a legal entity separate from BOH. It is the services and actions performed through AMG, and not BOH itself, that is deemed to be the investment adviser.²

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This Manual relates to the activities of AMG, unless otherwise indicated. BOH also conducts investment management activities for BOH Trust Services Group fiduciary accounts through its Institutional Services and Investment Management Services Departments. These activities are conducted by BOH and are not part of the registered investment adviser activities, nor are they covered under the provisions of this Manual. This Manual relates to the SEC-registered investment adviser activities, unless otherwise indicated.

The AMG clientele (“Clients”) consists of mutual funds and institutional accounts. Because of this, employees of AMG are not currently required to register as investment adviser representatives under federal and state securities laws. If, however, in the future AMG acquires more than five individuals (i.e., natural persons) as investment advisory clients, such registration of employees will be undertaken.

The Bank of Hawaii People Services department (“People Services department”) performs background checks of potential employees as part of the BOH hiring process, prior to making a final offer of employment. Background checks are conducted in the areas of criminal activity, education, previous employment and Social Security.

Due to the specialized nature of the securities business, additional screening is conducted when people are hired for positions in AMG.

Should an applicant’s history in the securities industry, or their political contributions, or outside employment, or for-profit board affiliations, indicate the presence of issues that could potentially have an adverse effect on AMG or the employee’s ability to perform the duties related to the position for which they are applying, the AMG CCO informs the AMG Manager, the hiring manager, and the BOH People Services department of the findings to assist in making a determination of the proper course of action.

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As used herein, the term “Supervised Person” includes all employees of AMG; any partner, officer, director (or other person occupying a similar status or performing similar functions); and any other person who provides investment advice on behalf of AMG and is subject to AMG’s supervision and control. (See Section 202(a)(25) of the Advisers Act.) The CCO may also designate an independent contractor as a Supervised Person if the services provided by the contractor are continuous and reflect services that might otherwise be performed by an employee.

The term “Access Person” is any Supervised Person who has access to non-public information regarding the trading or holdings of any Client, who is involved in making Securities recommendations to Clients, or who has access to non-public Securities recommendations. All directors, officers and partners are presumed to be Access Persons. All AMG Supervised Persons have access to the non-public securities recommendations and portfolio holdings and therefore, all AMG Supervised Persons are considered to be Access Persons.

The term “Associated Person” as used herein includes individuals who are not employed by AMG (such as consultants and independent contractors) who have access to Non-Public Information about AMG and its Clients.

AMG will provide the Code of Ethics, along with training, to each Supervised Person within the first ten days of employment. In addition, the Code of Ethics and Compliance Manual will be provided, and training conducted, annually and upon any material change to either the Code of Ethics or Compliance Manual.

All Supervised Persons must acknowledge annually, and upon hiring, that they have received, read, understood, and agree to comply with AMG’s policies and procedures described herein. Each Supervised Person is required to complete an Annual Certification of Compliance (Exhibit A) and submit the completed form to the CCO or designee: 1) upon commencement of employment, 2) annually, and 3) following any material change to the information.

Except where otherwise provided herein, exceptions to any policies and/or procedures described herein may be authorized only by the Investment Adviser Oversight Committee (“IAOC”). Such exception authority may be delegated by formal action of the IAOC to a Division or Department Head, provided that each exercise of delegated exception authority is documented in writing and reported to IAOC, and such delegation shall be reflected in the minutes of the IAOC.

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At all times, AMG and its Supervised Persons must comply with the spirit and the letter of the Federal Securities Laws and the rules governing the capital markets. The “Federal Securities Laws” include the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Sarbanes-Oxley Act of 2002, as amended; the Investment Company Act of 1940, as amended; the Investment Advisers Act of 1940, as amended; Title V of the Gramm-Leach-Bliley Act, as amended; the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; any rules adopted by the SEC under any of these statutes; and the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

Pursuant to Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act of 1940 (“IC Act”), AMG has adopted this written Code of Ethics to acknowledge its fiduciary duty to its Clients and require:

All Supervised Persons will act with competence, dignity, integrity, and in an ethical manner, when dealing with Clients, the public, prospects, third-party service providers and fellow Supervised Persons. Supervised Persons must use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, trading, promoting AMG’s services, and engaging in other professional activities.

All Supervised Persons are expected to adhere to the highest standards with respect to any potential conflicts of interest with Clients. As a fiduciary, AMG must act in its Clients’ best interests. Neither AMG nor any Supervised Person should ever benefit at the expense of any Client. Notify the CCO promptly about any practice that creates, or gives the appearance of, a material conflict of interest.

Supervised Persons are generally expected to discuss any perceived risks, or concerns about AMG’s business practices, with their direct supervisor. However, if a Supervised Person is uncomfortable discussing an issue with their supervisor, or if the issue involves a suspected violation of the Manual or Code of Ethics, they should bring the matter to the Manager or CCO’s attention.

Supervised Persons may not, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by any Client, including mutual fund Clients:

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These general standards are overriding guidelines to be adhered to in all current and emerging situations and are not limited to the detailed behavior specifically discussed in the Code.

In the event of a material change to the Code of Ethics, the CCO shall inform each Mutual Fund’s CCO of such change and ensure that the change is approved by each Mutual Fund’s Board no later than six months after the change is adopted.

As a matter of policy, AMG designates ALL Supervised Persons of AMG as Access Persons with respect to its compliance with Rule 204A-1. All AMG employees are responsible for complying with all parts of this Code, including the requirement to report personal securities transactions and holdings periodically.

Improper actions by AMG or its Supervised Persons could have severe negative consequences for AMG, its Clients, and its Supervised Persons. Impropriety, or even the appearance of impropriety, could negatively impact all Supervised Persons, including people who had no involvement in the problematic activities.

Supervised Persons must promptly report any improper or suspicious activities, including any suspected violations of the Compliance Manual or Code of Ethics, to the AMG CCO or Manager. Issues can be reported in person, or by telephone, email, or written letter. Reports of potential issues may also be made anonymously through the BOH Anonymous AlertLine. Any reports of potential problems will be thoroughly investigated by the CCO, who will report directly to the AMG Manager on the matter.

A Supervised Person’s identification of a material compliance issue will be viewed favorably by AMG and BOH senior executives. Retaliation against any Supervised Person who reports a violation of the Code of Ethics in good faith is strictly prohibited and will be cause for corrective action, up to and including dismissal. If a Supervised Person believes that he or she has been retaliated against, he or she should notify the CCO, AMG Manager, or BOH People Services Department directly.

For the avoidance of doubt, nothing in this Manual prohibits Supervised Persons from reporting potential violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, or any agency’s inspector general, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation.

Supervised Persons do not need prior authorization from their supervisor, the IAOC, the CCO, or any other person or entity affiliated with AMG or BOH to make any such reports or disclosures and do not need to notify the CCO that they have made such reports or disclosures. Additionally, nothing in this Manual prohibits Supervised Persons from recovering an award pursuant to a whistleblower program of a government agency or entity.

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Any problems identified during the review will be addressed in accordance with AMG’s fiduciary duty to its Clients. All reports of potential problems will be thoroughly investigated by the CCO. The details of any non-material violations will be documented, shared with the AMG Manager, and retained by the CCO.

The CCO will report all material issues to a Code of Ethics Working Group (COEWG), which shall be organized immediately and be comprised of at least four members including:

Whether a violation is “material” is determined by a review of the issues including, but not limited to, consideration of the responsibility of the individual in question, the amount or potential amount at issue, and the significance of the potential Code violation, law or regulation that is the subject of the investigation. The duties and responsibilities of the COEWG, subject to limitations imposed from time to time by the IAOC, include:

In all cases of a potential or actual Code violation, when the allegation involves (1) any Bank of Hawaii Corporation or Bank of Hawaii (collectively, “BOH”) director or Managing Committee member; (2) any fraud, whether material or not; or (3) any management level employees or employees who have a significant role in BOH’s internal controls, the CCO shall immediately notify the Manager, and a representative from BOH’s Legal Department, People Services Department and/or Corporate Security Department as necessary or appropriate.

Violations of this Code of Ethics, or the other policies and procedures set forth in the Manual, may warrant sanctions including, without limitation, requiring that personal trades be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, reporting to the Supervised Person’s supervisor, suspending personal trading rights, imposing a fine, suspending employment (with or without compensation), making a civil referral to the SEC, making a criminal referral, terminating employment for cause, and/or a combination of the

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foregoing. Violations may also subject a Supervised Person to civil, regulatory or criminal sanctions. No Supervised Person will determine whether he or she committed a violation of the Code of Ethics or impose any sanction against himself or herself. All sanctions and other actions taken will be in accordance with applicable employment laws and regulations.

Sanctions will be recommended by the COEWG, but the AMG Manager will make a final determination regarding the disciplinary action, if any, to be taken.

If the CCO and the COEWG determine that a material violation of this Code of Ethics has occurred that may involve a fraudulent, deceptive or manipulative act, AMG will report its findings to the Mutual Funds’ Board of Directors or Trustees pursuant to Rule 17j-1.

In addition, the CCO’s Compliance Dashboards and Annual Compliance Review will include a description of issues that have arisen under the Code of Ethics since the last reporting period including such items as any violations of the Code, sanctions imposed in response to the violations, changes in the Code, and any recommended changes.

AMG will maintain all records required by Rule 204-2 under the Advisers Act including copies of the Code of Ethics, records of violations and sanctions, if applicable, holdings and transactions reports, copies of AMG Supervised Persons certifications, a list of all Access Persons within the last 7 years, and copies of the annual reports, as provided in Books and Records Matrix (Exhibit E) of the AMG Compliance Manual.

Conflicts of interest may exist between various individuals and entities, including AMG, Supervised Persons, and current or prospective Clients. Any failure to identify or properly address a conflict can have severe negative repercussions for AMG, its Supervised Persons, and/or Clients. In some cases, the improper handling of a conflict could result in litigation and/or disciplinary action.

AMG’s policies and procedures have been designed to identify and properly disclose, mitigate, and/or eliminate applicable conflicts of interest. However, written policies and procedures cannot address every potential conflict, so Supervised Persons must use good judgment to avoid, identify, and respond appropriately to actual or apparent conflicts. Conflicts of interest that involve AMG and/or its Supervised Persons on one hand, and Clients on the other hand, will generally be fully disclosed and/or resolved in a way that favors the interests of Clients over the interests of AMG and its Supervised Persons. If a Supervised Person believes that a conflict of interest has not been identified or appropriately addressed, that Supervised Person should promptly bring the issue to the CCO’s attention.

In some instances, conflicts of interest may arise between Clients. Responding appropriately to these types of conflicts can be challenging and may require robust disclosures if there is any appearance that one or more Clients have been unfairly disadvantaged. Supervised Persons should notify the CCO promptly if it appears that any actual or apparent conflict of interest between Clients has not been appropriately addressed.

Key areas of potential conflict of interest are identified on the AMG Risk Matrix and monitored quarterly.

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Supervised Person trades should be executed in a manner consistent with AMG’s fiduciary obligation to its Clients: trades should avoid actual improprieties, as well as the appearance of impropriety.

Employee trades must not be timed to precede orders placed for any Client, nor should trading activity be so excessive as to conflict with the Supervised Person’s ability to fulfill daily job responsibilities.

Market Timing, which is defined as trading shares of an open-ended mutual fund with the intent of arbitraging an inefficiency in the valuation of the fund, is prohibited. This prohibition applies to Client accounts, as well as to transactions for the direct or indirect benefit of Access Persons and Supervised Persons.

AMG employees shall not engage in late trading of open-end mutual fund shares (i.e., the submission of a trade after the daily pricing time for net asset value with an intent or agreement to obtain that day’s net asset value) for either themselves or for AMG Clients.

AMG’s Personal Securities Transactions policies and procedures apply to all accounts holding any Securities over which Supervised Persons have any beneficial ownership interest, which typically includes accounts held by immediate family members sharing the same household, or non-Clients over which Supervised Persons exercise investment discretion. Immediate family members include children, stepchildren, grandchildren, parents, stepparents, grandparents, spouses, domestic partners, siblings, parents-in-law, and children-in-law, as well as adoptive relationships that meet the above criteria.

It may be possible for Supervised Persons to exclude accounts held personally or by immediate family members sharing the same household if the Supervised Person does not have any direct or indirect influence or control over the accounts, or if the Supervised Person can rebut the presumption of beneficial ownership over family members’ accounts. Supervised Persons should consult with the CCO before excluding any accounts held by immediate family members sharing the same household.

AMG requires Supervised Persons to provide periodic reports regarding transactions and holdings in all “Reportable Securities,” which include any Security, except:

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Exchange-traded funds (“ETFs”) and exchange traded notes (“ETNs”) are Reportable Securities and are subject to the reporting requirements contained in AMG’s Personal Securities Transactions policy.

‘Security’ may also include virtual currency or cryptocurrency coins or tokens that are being offered, or previously were offered, as part of certain types of initial coin offerings (“ICOs”).

Any Supervised Person who wishes to purchase, acquire or sell any asset that is issued and transferred using distributed ledger or blockchain technology, including, but not limited to, virtual currencies, cryptocurrencies, digital “coins” or “tokens” (collectively, “Digital Assets”) should consult with the CCO as to whether such Digital Assets would be considered a Security, and specifically a “Digital Security,” for purposes of this policy. A Digital Asset is likely to be considered a Digital Security if it is offered and sold as an investment contract. On April 3, 2019, the SEC published a framework for investment contract analysis of Digital Assets.³ The CCO may use this framework, among other relevant SEC guidance, to determine whether a Digital Asset would be considered a Digital Security for the purposes of this policy. If the CCO determines that such Digital Assets should be considered a Digital Security, the Digital Asset will be considered a Reportable Security for purposes of this policy.

Supervised Persons must have written clearance for all transactions involving IPOs or Private Placements before completing the transactions. AMG may disapprove any proposed transaction, particularly if the transaction appears to pose a conflict of interest or otherwise appears improper. If clearance is granted for a specified period of time, the Supervised Person receiving the approval is responsible for ensuring that his or her trading is completed before the clearance’s expiration. Supervised Persons should be cautious when submitting good-until-cancelled orders to avoid inadvertent violations of AMG’s pre-clearance procedures.

Supervised Persons must use the Trade Pre-clearance Request Form (Exhibit B) to seek pre-clearance. All pre-clearance requests must be submitted to the CCO. The CCO will use the Trading Pre-clearance Request Log (Exhibit C) to track pre-clearance requests.

Supervised Persons are not required to obtain written pre-clearance for purchases of other Securities, even those that are of the type held in the Client accounts (municipal bonds and Government Securities). Supervised Person trades should be executed in a manner consistent with our fiduciary obligations to our Clients: trades should avoid actual improprieties, as well as the appearance of impropriety. Supervised Person trades must not be timed to precede orders placed for any Client, nor should trading activity be so excessive as to conflict with the Supervised Person’s ability to fulfill daily job responsibilities. It is important to remember that AMG Compliance reviews personal trading and compares a Supervised Person’s personal securities transactions against Clients’ trades.

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AMG employees are required to comply with the BOH Securities Trading Policy, located for reference in the Bank of Hawaii Code of Business Conduct and Ethics and on www.BOH.com (https://ir.boh.com/corporate-governance/highlights)). The BOH Securities Trading Policy prohibits directors, employees and their immediate family from:

AMG collects information about the personal trading activities and holdings of all Supervised Persons. Each Supervised Person must provide the AMG CCO with the information and authorizations necessary to have duplicate statements and confirmations sent directly to AMG. See Request for Duplicate Confirmations and Statements (Exhibit E).

Supervised Persons must periodically report the existence of any account that holds any Securities (including securities and/or accounts excluded from the definition of Reportable) to the CCO or a designee:

Forms to report holdings include:

A Supervised Person who does not have any transactions or account openings to report, is required to complete the forms to indicate this.

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New accounts must be reported to the AMG CCO when they are opened, and on the Quarterly Compliance Questionnaire. Any reportable trades that did not occur through a broker-dealer, such as the purchase of a private fund, must be reported on the Quarterly Transaction Report (Exhibit D).

There are limited exceptions from certain reporting requirements. Specifically, a Supervised Person is not required to submit:

Any investment plans or accounts that may be eligible for either of these exceptions should be brought to the attention of the CCO who will, on a case-by-case basis, determine whether the plan or account qualifies for an exception. In making this determination, the CCO may ask for supporting documentation, such as a copy of the Automatic Investment Plan, a copy of the discretionary account management agreement and/or a written certification from an unaffiliated investment adviser, and may provide employees with the exact wording and a clear definition of “no direct or indirect influence or control” that the adviser consistently applies to all Supervised Persons. On a sample basis, the CCO may request reports on holdings and/or transactions made in the trust or discretionary account to identify transactions that would have been prohibited pursuant to AMG’s Code, absent reliance on the reporting exception.

Supervised Persons who claim they have no direct or indirect influence or control over an account are also required to complete the attached Exempt Accounts Certification (Exhibit H) upon commencement of their employment and on an annual basis thereafter.

Reliance on this independent or separately managed account exception is conditioned on AMG’s receipt of the Exempt Accounts Certification, and other satisfactory documentary evidence (e.g., copy of advisory agreement, certification from adviser, etc.) as directed by the CCO. Supervised Persons should consult with the CCO before excluding any accounts, especially those held by immediate family members sharing the same household.

AMG’s Personal Securities Transactions policies and procedures are designed to mitigate any potential material conflicts of interest associated with Supervised Persons’ personal trading activities. Accordingly, the CCO or a designee will closely monitor Supervised Persons’ investment patterns to detect the following potentially abusive behavior:

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The CCO or a designee will review all reports submitted pursuant to the Personal Securities Transactions policies and procedures for potentially abusive behavior and will compare Supervised Person trading with Clients’ trades as necessary. The workpaper created by the CCO or a designee will contain the name of the reviewer, date and a written description of any issues noted. Any personal trading that appears abusive may result in further inquiry by the CCO and/or sanctions, up to and including dismissal.

The CCO’s manager, or delegate, will monitor the CCO’s personal securities transactions for compliance with the Personal Securities Transactions policies and procedures. The CCO will monitor the other Compliance Officers’ personal Securities transactions for compliance with the Personal Securities Transactions policies and procedures.

In the event of a Supervised Person’s extended leave of absence, the requirement for filing Personal Securities Transaction Reports, Disclosures of Personal Holdings, and Certifications of Compliance with the Code will be deferred until the Supervised Person returns to work.

Supervised persons who experience unanticipated difficulties that necessitate the need to liquidate a securities holding or any other act that contradicts the above-mentioned policies, must seek prior written approval of the CCO before executing any transaction that would violate the above-mentioned policies. Exemptions will be decided on a case-by-case basis and the Company provides no assurance that an exemption will be granted.

AMG will describe its Code of Ethics in Part 2 of Form ADV and, upon request, furnish Clients with a copy of the Code of Ethics. All Client requests for AMG’s Code of Ethics should be directed to the CCO.

Supervised Persons are strictly forbidden from engaging in Insider Trading, either personally or on behalf of AMG’s Clients. AMG’s Insider Trading Policies and Procedures apply to all Supervised Persons, as well as any transactions in any Securities by family members, trusts, or corporations, directly or indirectly controlled by such persons. The policy also applies to transactions by corporations in which the Supervised Person is a 10% or greater stockholder, as well as transactions by partnerships of which the Supervised Person is a partner unless the Supervised Person has no direct or indirect control over the partnership.

Many types of information may be considered material, including, without limitation, advance knowledge of:

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Information provided by a company or entity could be material because of its expected effect on a particular class of Securities, all of a company’s Securities, the Securities of another company, or the Securities of several companies. The prohibition against misusing Material Non-Public Information applies to all types of financial instruments including, but not limited to, stocks, bonds, warrants, options, futures, forwards, swaps, commercial paper, government-issued Securities, and Digital Securities. Material information need not relate to a company’s business. For example, information about the contents of an upcoming newspaper column may affect the price of a Security, and therefore be considered material. Supervised Persons should consult with the CCO if there is any question as to whether non-public information is material.

Once information has been effectively distributed to the investing public, it is no longer non-public. However, the distribution of Material Non-Public Information must occur through commonly recognized channels for the classification to change. In addition, there must be adequate time for the public to receive and digest the information. Non-public information does not change to public information solely by selective dissemination. The confirmation by an insider of unconfirmed rumors, even if the information in question was reported as rumors in a public form, may be non-public information. Examples of the ways in which non-public information might be transmitted include, but are not limited to:

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Supervised Persons must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving Material Non-Public Information. Supervised Persons should consult with the CCO if there is any question as to whether material information is non-public.

Severe penalties exist for firms and individuals that engage in Insider Trading, including civil injunctions, disgorgement of profits and jail sentences. Further, civil penalties for Insider Trading may be levied against individuals and companies in amounts up to three times the profit gained or loss avoided (and up to $5,000,000 for individuals and $25,000,000 for companies). AMG will not protect Supervised Persons found guilty of insider trading.

AMG’s Clients, Investors, third-party research providers, and advisory board members may possess Material Non-Public Information. Access to such information could come as a result of, among other things:

Individuals with access to Material Non-Public Information may have an incentive to disclose the information to AMG due to the potential for personal gain. Supervised Persons should be extremely cautious about investment recommendations, or information about issuers, that it receives from Clients, Investors, third-party research providers, and advisory board members. Supervised Persons should inquire about the basis for any such recommendations or information, and should consult with the CCO if there is any appearance that the recommendations or information are based on Material Non-Public Information.

If a Supervised Person expects that discussions with an outsider might involve the transmission of Material Non-Public Information, the Supervised Person should disclose whether or not AMG is an insider and should seek a representation regarding the counterparty’s status as a potential insider. When practicable, this disclosure and representation should be communicated by email. Supervised Persons should consult with the CCO if there is any question regarding the appropriate types of information that can be provided to, or received from, an outside individual or entity.

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If a Supervised Person has questions as to whether they are in possession of Material Non-Public Information, they should inform the CCO as soon as possible.

Given the severe penalties imposed on individuals and firms engaging in Insider Trading, Supervised Persons:

To detect insider trading, the CCO or designees will:

If the CCO determines that the information is material and non-public, the CCO will prepare a written memorandum describing the information, its source, and the date the information was received. The memorandum will be provided to the COEWG providing full details and recommendations for further actions. Depending on the relevant facts and circumstances, some or all of the following steps may be appropriate:

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Trading in affected securities may resume, and other responses may be adjusted or eliminated, when the CCO determines that the information has become public and/or immaterial. At such time, the CCO will amend the memorandum noted above as well as the Restricted List, as applicable, to indicate the date that trading was allowed to resume and the reason for the resumption.

Non-public information about AMG’s investment strategies, trading, and Client holdings may not be shared with third parties except as is necessary to implement investment decisions and conduct other legitimate business. Supervised Persons must never disclose proposed or pending trades or other sensitive information to any third party without the prior approval of the CCO, and the mutual fund Client’s CCO when applicable. Federal Securities Laws may prohibit the dissemination of such information, and doing so may be considered a violation of the fiduciary duty that AMG owes to its Clients.

Creating or passing false rumors with the intent to manipulate Securities prices or markets may violate the antifraud provisions of Federal Securities Laws. Such conduct is contradictory to AMG’s Code of Ethics, as well as AMG’s expectations regarding appropriate behavior of its Supervised Persons.

Supervised Persons are prohibited from knowingly circulating false rumors or sensational information that might reasonably be expected to affect market conditions for one or more Securities, sectors, or markets, or improperly influencing any person or entity.

This policy is not intended to discourage or prohibit appropriate communications between Supervised Persons of AMG and other market participants and trading counterparties. Supervised Persons should consult the CCO on questions about the appropriateness of any communications.

Any employment or other outside activity by a Supervised Person may result in possible conflicts of interest for the individual or for AMG, and therefore must be reviewed and approved by the CCO in advance of engaging in any outside business activity. Outside activities, include but are not limited to the following:

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Prior written approval for any of the above activities is to be obtained from the CCO or designee by a Supervised Person before undertaking any such activity. The Outside Business Activity Form (Exhibit I) must be completed and a determination will be made to ensure activities do not interfere with any of the requestor’s responsibilities with AMG, and potential conflicts of interest will be addressed.

Requests previously approved through BOH must still be submitted to the CCO because potential conflicts of interest may differ.

The Outside Business Activity Forms and documentation supporting approvals/denials will be maintained by the CCO.

Because AMG is not a registered broker-dealer, employees of AMG must not engage in any activities that could be construed as acting in a broker capacity. All trades placed for Client accounts must be placed through a registered broker-dealer. Supervised Persons must refrain from assisting anyone in placing trades in accounts that are not administered by AMG.

Additionally, Supervised Persons must not offer or provide legal or tax advice to Clients, regardless of whether the employee is qualified or licensed to do so.

AMG will take reasonable steps to ensure that neither AMG nor its Supervised Persons offer, give, solicit or accept, in the course of business, any inducements which may lead to conflicts of interest. Due to the various relationships AMG may have with its Clients and other entities, Supervised Persons generally may not solicit gifts or gratuities nor give inducements, except in accordance with these policies and procedures. The term “inducements” means gifts, entertainment and similar benefits which are offered to or given by Supervised Persons. Gifts of an extraordinary or extravagant nature to a Supervised Person are to be declined or returned so as not to compromise the reputation of the Supervised Person or AMG.

A relaxation of, or exemption from, these procedures may only be granted by the CCO. The CCO or designee shall maintain a log of all gifts and entertainment received or given in the course of business.

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An event (e.g., a dining or social event) is considered entertainment if the provider of the entertainment is in attendance with the Supervised Person and there is a specific business purpose for the event. Gifts are tokens of thanks or appreciation, as well as events that are not attended by the person(s) providing the entertainment. (For example, if a Supervised Person is invited to a sporting event to join the person paying for the event, this would be considered “entertainment”. If a Supervised Person is merely provided tickets to the event, it would be considered a “gift”.)

Supervised Persons may not solicit or accept gifts, gratuities or entertainment from Clients or other persons currently doing business with AMG, BOH, or affiliated entities without the prior written approval of AMG Compliance. This policy also applies to outside vendors who may be seeking future business with AMG, BOH, or affiliated entities. Prior approval may be obtained by completing a Gift Received Reporting Form (Exhibit J).

This policy does not include customary business meals or promotional items (caps, T–shirts, pens, etc.).

Gifts of nominal value (generally $100 or less) may be appropriate. Reasonable and customary business entertainment, such as an occasional dinner, a ticket to a sporting event, or comparable entertainment, which is neither so frequent nor so extensive as to raise any question of propriety, is appropriate as well.

Political contributions, by AMG or its Covered Associates, to politically connected individuals or entities with the intention of influencing such individuals or entities for business purposes are strictly prohibited.

To ensure AMG’s compliance with the SEC’s Pay-to-Play Rule (Rule 206(4)-5), all political contributions by Covered Associates must be pre-cleared through the AMG CCO, using the Political Contribution Pre-Clearance Form (Exhibit K).

Covered Associates include:

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Any political contribution by a Covered Associate must be pre-cleared by the AMG CCO, regardless of the proposed amount or recipient of the contribution. If a Covered Associate or any affiliated entity is considering making a political contribution to any government entity, official, candidate, political party, or political action committee, pre-clearance is required using the Political Contribution Pre-clearance Form (Exhibit K).

Political contributions that may require pre-clearance include cash donations, as well as substantive donations of AMG or BOH resources, such as the use of conference rooms or communication systems.

If pre-clearance is granted, it is valid for seven days before and after the intended contribution date. Any contributions outside of this date range require re-approval. The CCO will consider whether the proposed contribution is consistent with restrictions imposed by Rule 206(4)-5 under the Advisers Act, and to the extent practicable, the CCO will seek to protect the confidentiality of all information regarding each proposed contribution.

The AMG Manager, or the CCO’s Supervisor, is responsible for pre-clearing and reviewing the CCO’s political contribution activities.

Contributions by Covered Associates are limited as follows:

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In accordance with the requirements of the Pay-to-Play rule, the CCO will maintain a chronological list of Covered Associates, pre-clearance requests, contributions, and the Clients and Investors that meet the definition of a “government entity” for purposes of Rule 206(4)-5.

AMG generally requires that a Covered Associate making a donation to a political action committee or similar group, obtain a certification from such political action committee or group that contributions will not be used to make or provide, directly or indirectly, (i) any gift, subscription, loan, advance or deposit of money or anything of value, to any official of, or candidate for, a U.S. state or local office or political subdivision, including any agency, authority or instrumentality of such U.S. state or political subdivision or any official of a U.S. state or local office or political subdivision seeking a federal elective office, or (ii) payment to a political party of a U.S. state or locality, including any election committee.

Before a new person becomes a Covered Associate (i.e. by beginning to solicit on behalf of AMG, by taking on a direct or indirect supervisory position over a soliciting AMG employee, or by becoming a general partner/managing member/executive officer), the CCO will meet with potential AMG Covered Associate to discuss their past political contributions, and 2) explain his/her responsibility to pre-clear all future contributions. The review will address the prior six months for potential Covered Associates who will have no involvement in the solicitation of Clients or Investors. For all other potential Covered Associates, contributions for the past two years will be reviewed. The CCO will prepare a memorandum documenting the scope and findings of the discussions. The memorandum will be archived with AMG’s Political Contribution Pre-clearance forms.

The AMG CCO is responsible for:

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Supervised Persons may make contributions to national political candidates, parties, or action committees without seeking pre-clearance as long as the recipient is not otherwise associated with a state or local political office. However, Supervised Persons must use good judgment in connection with all contributions and should consult with the CCO if there is any actual or apparent question about the propriety of a potential contribution.

Donations by Covered Associates to charities with the intention of influencing such charities to become Clients or Investors are strictly prohibited. The CCO must be notified if a request is received to donate to a charity at the behest of a Client. The CCO will determine if there is an actual or apparent conflict of interest in connection with any charitable contribution, or if a contribution could give the appearance of impropriety.

Covered Associates must obtain written pre-approval from the CCO prior to running for any public office. Covered Associates may not hold a public office if it presents any actual or apparent conflict of interest with AMG’s business activities.

If a Covered Associate is associated with an outside business, such as by serving as an officer or director, the Covered Associate must recuse himself or herself from any decisions regarding that entity’s political contributions. If the Covered Associate believes that the outside business’ political contributions could give the appearance of being related to AMG’s advisory activities or marketing initiatives, the Covered Associate must discuss the matter with the CCO. Any outside business activities by the CCO will be reviewed by the Manager.

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All written complaints that are received by any employee of AMG must be immediately forwarded to the Manager and CCO. Any employee that is presented with a verbal complaint must immediately contact the Manager and CCO to discuss the matter. For either situation, the CCO will: (i) document the complaint and relevant information in a written memorandum; (ii) work with the employee and the manager(s) of the department(s) affected by the complaint to determine the proper course of action and to draft a response, as appropriate; (iii) determine whether the BOH Legal Department should be notified and/or involved in the actions to be taken; and (iv) input the complaint to the Bank of Hawaii Corporation Customer Feedback System (“CFS”).

All matters of litigation, including summons, subpoenas and service of legal process must be forwarded to the BOH Legal Department immediately upon receipt, with a copy to the CCO.

The CCO will notify the mutual fund Clients’ CCOs about all complaints related to a managed mutual fund.

AMG promotes wholesale distribution of the retail mutual funds where it serves as investment advisor, including Hawaiian Tax-Free Trust (“HTFT”). The purpose of this policy is to establish and document guidelines for the ethical and effective promotion of mutual funds through wholesale channels, ensure compliance with all applicable laws and regulations, protect investor interests, and maintain the integrity of the firm.

Scope:

This policy applies to all the AMG-related functions for promoting sales of HTFT, including:

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2.

Types of Fees

a.

The 12b-1 Plan – The HTFT Board of Trustees has approved a 12b-1 Plan that provides for payment of Distribution Fees (compensation for selling the fund’s shares) and Service Fees (compensation for servicing existing shareholders). A daily amount, based on AUM, is accrued for Distribution Fees by BNY.

Wholesalers who market on behalf of AMG, including BOH employees, consultants, independent contractors, marketing personnel, and investment advisors (collectively “salespeople”). Specific tasks covered include:

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All activity must adhere to the federal, state, and local laws and regulations governing the sale and promotion of mutual funds, including the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, Broker-Dealer Regulations, FINRA Rules, Blue Sky Laws, the USA Patriot Act, and other relevant regulations.

The best interests of investors must be prioritized in all promotional activities. AMG employees and consultants must ensure that investors receive adequate information to make informed investment decisions. All compensation arrangements with wholesalers should be disclosed to investors.

All salespeople involved in promoting mutual fund sales must refrain from engaging in any activities that could be considered unethical or harmful to investors. All promotional activities must be conducted with honesty, integrity, and professionalism. Misleading or false statements about mutual fund performance, risks, or benefits are prohibited. Material facts about mutual funds, including fees, expenses, and risks must be disclosed.

All wholesalers must be treated fairly and equitably. Preferential treatment to any particular wholesaler is prohibited. Conflicts of interest that may arise in the promotion of mutual funds must be disclosed.

All salespeople involved in promoting mutual fund sales must be an appropriately-licensed registered representative of a FINRA-registered broker-dealer. ACA Foreside Fund Services, LLC (ACA Foreside) provides certain marketing activities to AMG, including licensing and supervising the registered representatives who will be promoting HTFT. Registered Representatives must comply with the ACA Foreside Manual: Registered Representative Compliance and Supervisory Procedures Manual and relevant federal and state regulations.

AMG has certain supervisory responsibilities for the salespeople promoting HTFT to the extent that the supervisory broker-dealer responsibilities are not assumed by ACA Foreside, as described in the BOH-Foreside Securities Activities and Services Agreement (“SASA”). Upon request, AMG assists ACA Foreside with supervisory tasks as requested.

In general, all salespeople involved in promoting mutual fund sales must adhere to all applicable sales practices and standards, including suitability requirements and disclosure obligations. Sales presentations must be conducted in a professional and informative manner and provide investors with a clear understanding of the risks and benefits associated with mutual fund investments.

All promotional materials must be accurate, clear, easily understood by investors, and disclose all material facts about the mutual fund, including fees, expenses, and risks. Exaggerated or unsubstantiated claims should be avoided.

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All promotional materials must comply with the SEC and FINRA mutual fund advertising rules and be approved by ACA Foreside, the Fund Distributor, before being made available to the public. In addition, materials may be reviewed and approved by AMG per Section XV herein.

Accurate records of all registered representative activity, including all promotional activities and communications with wholesalers, must be maintained by AMG and/or ACA Foreside including correspondence, phone calls, and meetings. Records must be retained for a period of time to meet FINRA and SEC regulations, which is at least a minimum of seven years.

AMG and/or ACA Foreside provides ongoing training to employees on this policy and related compliance requirements. Firm Element and Regulatory Element training will be overseen by ACA Foreside and FINRA. The AMG CCO will oversee the AMG training.

By following this policy, the firm can ensure that its mutual fund wholesale promotion activities are conducted ethically and in compliance with all applicable laws and regulations, protecting investor interests and maintaining the firm’s reputation.

The AMG CCO is responsible for monitoring compliance with this Compliance Manual. ACA Foreside is responsible for monitoring compliance with its procedures and FINRA rules.

Compliance monitoring includes conducting regular reviews of promotional activities and sales practices, and taking appropriate corrective action if any violations of the policy are identified.

AMG adheres to the records retention requirements of Rule 204-2 under the Advisers Act and, to the extent applicable, Rule 31a under the IC Act as it relates to the Fund Clients advised by AMG. Although certain records are required to be retained for differing periods (some permanently), AMG must generally retain the records specified under these rules for a period of two years in an easily accessible place and at least six years following the end of the fiscal year in which the records are generated or last used.

See Exhibit E of the AMG Compliance Manual for a detailed list of the relevant AMG Books and Records Requirements and responsible parties.

Any record stored electronically must also adhere to the following requirements:

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AMG complies with Rule 204-2 under the Investment Advisers Act of 1940, which requires the retention of all sent and received communications, including emails and chats. Accordingly, all incoming and outgoing emails, Microsoft Teams chats, and Bloomberg Instant Messages are captured and archived within Global Relay. These records are retained for the time periods required by SEC rules and are accessible for compliance review.

AMG Compliance Officers conduct reviews of electronic correspondence no less frequently than quarterly to verify compliance with AMG policies and applicable SEC regulations. These reviews include:

Messages containing a predetermined set of keywords are flagged for review. These keywords are selected based on their potential to indicate activity that may violate Federal securities laws. The keyword list is confidential and maintained solely by AMG Compliance Officers. It is not disclosed to employees outside of Compliance, including Senior Management.

Compliance Officers may conduct specific or random reviews of communications from “select” AMG Supervised Persons. These individuals are identified based on their roles and potential exposure to securities law violations. This group includes, but is not limited to: Senior Management, Portfolio Managers (PMs), Analysts, Trading Personnel, Front-line Account Officers, and Operations Support staff.

During the review process, Compliance Officers may search for and examine messages, assign a review disposition, and/or add comments. Messages and associated commentary may be forwarded to another Compliance Officer or discussed and/or escalated to the Wealth Management Business Risk Executive to determine appropriate follow-up actions, if any.

The Chief Compliance Officer (CCO) is responsible for notifying BOH Information Technology, specifically via an iRequest and email to Business Application Management, when a Supervised Person is added to or removed from the list of archived emails in Global Relay. The following information must be provided for each new or removed Supervised Person: Name, Department, Email address, Sales identification number, and Start/end date. The Business Application Management department will then create the necessary rule(s) to ensure the Supervised Person’s emails and chats are archived in Global Relay.

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AMG Supervised Persons are strictly prohibited from using social media for any AMG business purposes. Social media is defined broadly to include Internet-based platforms such as social networking websites, blogs, forums, and other forms of online publishing or public discussion.

Supervised Persons who choose to use social media for personal use must do so in accordance with BOH policies, including the Social Media Policy, Information Security Policy, and the Bank of Hawaii Employee Handbook and Code of Business Conduct & Ethics. When using social media for personal use on their personal computer, Supervised Persons are prohibited from using, disclosing, or posting AMG confidential and/or proprietary information, or any documents related to AMG, its clients and known potential clients. Also, Supervised Persons should not comment on AMG confidential financial information, such as fund performance, transactions completed or contemplated or holdings. Sharing such information may result in violations of securities laws, including potential liability for insider trading.

Within a reasonable period of time following the termination of employment, the immediate manager or supervisor of any terminated AMG Supervised Person shall review the Supervised Person’s personal network directory and PC hard drive to identify files that qualify as required books and records that are to be retained in accordance with this policy. Files that are to be retained shall be relocated to an appropriate sub-directory within the AMG network, keeping in mind the level of confidentiality and access by other employees that some files may or may not require. Thereafter, the manager is to notify the systems administrator assigned to AMG that the review has been completed and the files remaining on the Supervised Person’s hard drive and personal network directory may be deleted.

The CCO has the sole authority to permit the destruction of any required record. No required record will be destroyed before the required retention period has lapsed.

The CCO will notify Supervised Persons of any pending or ongoing regulatory or legal proceeding. Upon being notified of any such proceeding, all document destruction must cease immediately, and documents must be preserved in a manner specified by outside legal counsel. Among other things, AMG should be careful to avoid any inadvertent destruction of electronic documents through backup processes that overwrite old backups.

Any Supervised Person discarding any document or electronic media must ensure that such documents and electronic media are shredded, permanently erased, or otherwise destroyed so that the information cannot be reconstructed. Supervised Persons should be aware that some devices, such as scanners, photocopiers and fax machines, may save electronic copies of documents that have been scanned, copied, or transmitted. Supervised Persons should consult with the device’s instruction manual or manufacturer to ensure that any stored information is erased before the device is removed from AMG’s offices.

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AMG must ensure that any companies engaged to dispose of nonpublic information perform their duties in accordance with this policy. AMG may ensure appropriate disposal by, among other things:

AMG may enter into confidentiality agreements with prospective counterparties that call for AMG to destroy documentation associated with transactions that are not consummated. Such agreements will include provisions that describe the applicable record retention requirements and indicate that AMG will comply with all such requirements.

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LIST OF EXHIBITS (Contained in a Separate Document)

Exhibit A – Compliance Manual Certification

Exhibit B – Pre-clearance Request – IPO and Private Placements

Exhibit C – Pre-clearance Log – IPO and Private Placements

Exhibit D – Quarterly Transaction Report

Exhibit E – Request for Duplicate Confirmations and Statements

Exhibit F – All Reportable Holdings - Periodic Report

Exhibit G – All Brokerage Accounts - Periodic Report

Exhibit H – Exempt Accounts Certification

Exhibit I – Outside Business Activity Form

Exhibit J – Gift Received Reporting Form

Exhibit K – Political Contribution Pre-clearance Form

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