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Exhibit (p)(3)
GALLIARD CAPITAL MANAGEMENT, INC.
CODE OF ETHICS
ADOPTED PURSUANT TO RULE 204-2 OF THE INVESTMENT ADVISERS ACT OF 1939
AND RULE 17J-1 OF THE INVESTMENT COMPANY ACT OF 1940
INTRODUCTION
This Code of Ethics has been adopted by Galliard Capital Management,
Inc. ("Galliard"), a registered investment adviser, in connection with
investment advisory services it provides to its clients, including certain of
the investment portfolios of registered investment companies (each a "Fund") and
various other institutional accounts (together, "Customer Accounts"). For the
purposes of the this Code, all Galliard employees are considered "access
persons" as defined in the Investment Company Act of 1940 and therefore any
requirements that apply to "access persons" under this Code relative to any Fund
advised by Galliard apply to all Galliard Employees.
This Code contains standards and procedures intended to assure that employees of
Galliard do not use any information concerning the investments or investment
intentions of a Customer Account or their ability to influence such investment
intentions for personal gain or in a manner detrimental to the interests of a
Customer Account.
The Personal Security Transactions Procedure, and forms of a request for
pre-clearance and reporting requirements are incorporated into this Code of
Ethics and attached as Appendix A.
SECTION 1. PROHIBITED TRANSACTIONS
(a) Securities Transactions. No Employee may purchase any Security held in a
Fund or other Customer Account advised by Galliard.
(b) Undue Influence; Disclosure of Personal Interest. No Employee shall cause or
attempt to cause any Customer Account to purchase, sell or hold any Security in
a manner calculated to create any personal benefit to the Employee. No Employee
shall recommend any Securities transactions for a Customer Account without
having disclosed his or her interest, if any, in such Securities or the issuer
thereof, including, without limitation:
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(i) his or her direct or indirect beneficial ownership of any
Securities of such issuer,
(ii) any position with such issuer or its affiliates, and
(iii) any present or proposed business relationship between such issuer
or its affiliates and the Employee or any party in which the Employee
has a significant interest.
(c) Investment Opportunities. All Employees are expressly prohibited from taking
personal advantage of any investment opportunity currently appropriate for a
Customer Account.
(d) Confidentiality. Except as required in the normal course of carrying out an
Employee's business responsibilities, Employees are prohibited from revealing
information relating to the investment intentions or activities of any Customer
Account or otherwise identifying Securities that are being considered for
purchase or sale on behalf of any Customer Account.
SECTION 2. PRE-CLEARANCE OF SECURITIES TRANSACTIONS
(a) Every Employee must obtain written pre-clearance from the Compliance Officer
or his/her designee, for any proposed purchase or sale of a taxable, fixed
income security, any initial public offering of any type of security, or for any
private placement transaction for any type of security for an account in which
the Employee has a direct or indirect beneficial ownership. A form for the
purpose of obtaining pre-clearance is included in Appendix A.
(b) Pre-Clearance is not required for other transactions including, but not
limited to, the following transactions:
(i) purchases or sales of equity or equity-related securities or
tax-exempt municipal bond issues;
(ii) purchases or sales for any account over which an Employee has no
direct or indirect influence or control; or
(iii) purchases made in the exercise of rights issued by an issuer pro
rata to all holders of a class of its Securities, to the extent such
rights were initially acquired from the issuer.
(c) Purchase or sale of a Security will be prohibited if that Security:
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(i) is being considered for purchase or sale for any Customer Account;
(ii) is being purchased or sold for any Customer Account; or
(iii) has been purchased or sold for any Customer Account within the
preceding 7 calendar days.
For purposes of this section, a purchase and a sale of a Security by a Customer
Account includes an initial and a final purchase and sale as well as any interim
adjustments to a Customer Account's position.
(d) Approval will be granted for purchase or sale a Security which immediately
follows the completion of all purchases and sales of that Security by a Customer
Account and is the same direction as the transactions for the Customer Account
(i.e. a purchase which follows the completion of all purchases by a Customer
Account or a sale which follows the completion of all sales by a Customer
Account).
(e) Approval will not be granted, however, for any transaction in any Security
if that transaction:
(i) would result in the buying or selling of securities in competition
with buy or sell orders of any Customer Account, or operate to the
detriment of a Customer Account, including executing a securities
transaction on a day during which a Customer Account has a pending buy
or sell order for that same Security;
(ii) would be for the purpose of, or result in, buying or selling
securities to take advantage of recent or imminent trades by a Customer
Account;
(iii) would involve the Security of a company with respect to which the
Employee has material non-public information; or
(iv) would take place before a sufficient period of time has elapsed
after a purchase or sale of the Security by a Customer Account for the
effects of the Customer Account 's transaction on the market price to
dissipate (even though seven calendar days may have elapsed).
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(f) Pre-Clearance shall be effective for one business day following the day on
which granted.
SECTION 3. EMPLOYEE REPORTING REQUIREMENTS
(a) Personal Holdings Disclosure Requirement. Every Employee is required to
disclose annually all of his or her personal Securities holdings. The report
must, at a minimum, include the identity of every Security held except those
outlined in Section 6(d).
(b) Duplicate Trade Confirmation Requirement. Every Employee must direct his/her
broker(s) to supply on a timely basis, duplicate copies of confirmations of all
personal securities transactions for all accounts in which the Employee has any
beneficial ownership. Duplicate trade confirmations are not required with
respect to transactions effected for any account over which the Employee does
not have any direct or indirect influence or control or for those exceptions
outlined in Section 6(d).
(c) All reports are to be filed with the Galliard Managing Partner in charge of
Compliance, or his/her designee. The Galliard Compliance Partner, or his/her
designee, will promptly review all reports and transactions to assure compliance
with this Code. Forms of reports for compliance can be found in Appendix A.
SECTION 4. SANCTIONS
(a) Sanctions. An Employee who violates the restrictions contained in this Code
will be subject to disciplinary action, including disgorgement of profits made
or losses avoided, and/or dismissal.
(b) Notification to Funds. The President of Galliard, or his/her designee shall
notify the Board of Trustees of the Funds of each violation of this Code by any
Employee and of any sanctions applied with respect thereto.
SECTION 5. EXCEPTIONS
The President of Galliard may grant exceptions to the policies contained in this
Code in appropriate circumstances.
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SECTION 6. DEFINITIONS
(a) "Employee" means any director, officer or employee of Galliard.
(b) "being considered for purchase or sale" means, with respect to a security,
when a recommendation to purchase or sell that security has been communicated
and, with respect to the person making the recommendation, when that person
seriously considers making the recommendation.
(c) "control" shall mean the power to exercise a controlling influence over the
management or policies of a company, unless such power is solely the result of
an official position with such company.
(d) "Security" shall mean a security as defined in Section 2(a)(36) of the
Investment Company Act of 1940 (the "Act"); provided, however, that the term
security shall not include:
(i) direct obligations of the Government of the United States or its
agencies;
(ii) high quality short-term debt instruments, including, but not
limited to, bankers' acceptances, bank certificates of deposit,
commercial paper, repurchase agreements covering any of the foregoing,
and, other money market instruments as determined by Galliard;
(iii) shares of registered open-end investment companies (i.e. mutual
funds); and
(iv) shares of the common stock of Norwest Corporation. Employees are
reminded of their responsibilities as employees of Norwest to report
Norwest Corporation common stock activity under the Insider Trading
Policy adopted by Norwest Corporation.
AMENDED AND APPROVED EFFECTIVE MARCH 1, 2000.
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Managing Partner
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Managing Partner
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Managing Partner
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GALLIARD CAPITAL MANAGEMENT, INC.
CODE OF ETHICS
APPENDIX A
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GALLIARD CAPITAL MANAGEMENT, INC.
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EMPLOYEE INITIAL ACKNOWLEDGMENT
NAME
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TELEPHONE
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SUPERVISOR
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PERSONAL HOLDINGS DISCLOSURE
[ ] I have attached a report that, at a minimum, includes the identity and
type of every security that I have any beneficial ownership.
[ ] I have no holdings except for those securities exempt by the Code.
DUPLICATE TRADE CONFIRMATION
[ ] I have directed the following broker(s) to supply duplicate copies of
confirmations of all personal securities transactions for all accounts in
which I have any beneficial ownership.
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[ ] I have no outside broker(s).
I hereby certify that the information provided herein is complete and accurate.
I also acknowledge that I have received, reviewed and understand the Galliard
Capital Management, Inc. Code of Ethics, the Wells Fargo & Company Code of
Ethics and Insider Trading Policy and have complied with all of its
requirements.
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Dated Signature
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* Copies of broker(s) documentation are to be directed to the following:
Galliard Capital Management, Inc.
Compliance Department
800 LaSalle Avenue, Suite 2060
Minneapolis, MN 55479-2052
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GALLIARD CAPITAL MANAGEMENT, INC.
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EMPLOYEE ANNUAL ACKNOWLEDGMENT
NAME
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TELEPHONE
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SUPERVISOR
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PERSONAL HOLDINGS DISCLOSURE
[ ] I have attached a report that, at a minimum, includes the identity and
type of every security that I have any beneficial ownership.
[ ] I have no holdings except for those securities exempt by the Code.
I hereby certify that the information provided herein is complete and accurate.
I also acknowledge that I have received, reviewed and understand the Galliard
Capital Management, Inc. Code of Ethics, the Wells Fargo & Company Code of
Ethics and Insider Trading Policy and have complied with all of its
requirements.
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Dated Signature
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GALLIARD CAPITAL MANAGEMENT, INC.
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REQUEST FOR PERSONAL SECURITY TRANSACTION PRE-CLEARANCE
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Date and Time Transaction Type
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Requested by Security
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Telephone Security Type
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Division CUSIP
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Supervisor # of Units
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In requesting Pre-Clearance for the above transaction, I certify that:
o I have read and agree to be bound by the Galliard Capital Management,
Inc. Code of Ethics, and the Wells Fargo & Company Code of Ethics and
Insider Trading Policy. This proposed transaction would not violate any
of the above.
o This trade will not compete with and is not in conflict with any recent
or imminent security trade of a Fund or other client for which I am an
Access Person.
o I have no knowledge that this security is currently being considered
for purchase or sale by a Fund or other client.
o This trade is not being contemplated for the purpose of receiving
personal financial gain in connection with any recent or imminent
security trade of a Fund or by another client.
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Signed
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TRADE APPROVAL
[ ] Trade Approved Trade Disapproved [ ]
By approving this trade, I certify that Reasons for trade disapproval:
I am not aware of any reason this trade
is in conflict with any Wells Fargo
policy, Galliard Policy or Fund.
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Signed Signed
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Date and Time Date
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Instructions for completion of form:
o Complete all boxes and sign form. Use a separate form for each
security.
o Have Compliance Officer approve the transaction, or in his/her absence,
another Galliard partner.
o A copy of this form with original signatures must be filed with the
Galliard, Inc. Compliance Officer.
o Trade must be completed within one business day of approval, or
re-approval must be obtained.
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[GALLIARD CAPITAL MANAGEMENT LETTERHEAD]
DATE: April 20, 2000
TO: American Independence Funds
Board of Directors
FROM: John Caswell, Managing Partner
RE: Galliard Capital Management, Inc. - Code of Ethics
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This is to certify that Galliard Capital Management recently updated its Code of
Ethics to fully comply with recent SEC requirements for advisors of mutual
funds. We further certify that we have put into place procedures to assure our
Code has been fully implemented and is monitored on an ongoing basis. A copy of
our Code was recently provided to you for your information.
If you have further questions about the Code or our process please contact me at
612-667-9524.
/s/ John R. Caswell
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John R. Caswell, Managing Partner
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