<PAGE> 1
Exhibit (p)(2)
INTRUST Financial Services
--------------------------------------------------------------------------------
CODE OF ETHICS
While the Firm is confident of its employees' integrity and good faith, there
are certain instances where employees possess knowledge regarding present or
future transactions or have the ability to influence portfolio transactions made
by the Firm for its clients in securities in which they personally invest. In
these situations personal interest may conflict with that of the Firm's clients.
In view of the above, the Firm has adopted this Code of Ethics to establish
reporting requirements and enforcement procedures designated to prohibit
potential conflicts of interest.
19.1 Statement of General Principles
In recognition of the trust and confidence placed in the Firm by its clients and
to stress its belief that its operations are directed to the benefit of its
clients, the Firm has developed and adopted the following general principles to
guide its employees, officers, and directors:
1. The interests of the clients are paramount and all associated
persons of the Firm must conduct themselves in such a manner
that the interests of the clients take precedence over all
others.
2. All personal securities transactions by associated persons of
the Firm must be accomplished in such a way as to avoid any
conflict between the interest of the Firm's clients and the
interest of any associated person of the Firm.
3. All associated persons of the Firm must avoid actions or
activities that allow personal benefit or profit from their
position with regard to the Firm's clients.
19.2 Definitions
1. "Access Person" is any director, officer, or associated person
of the firm who makes any recommendation, participates in the
determination of which recommendation will be made, or whose
principal function or duties relate to the determination of
which recommendation will be made, or who, in connection with
his or her duties, obtains any information concerning
recommendations relating to the purchase or sale of securities
for the Firm on behalf of a client.
1
<PAGE> 2
2. "Beneficial Ownership" of a security - a person is considered
to be a beneficial owner of any securities in which he has a
direct or indirect monetary interest or is held by his spouse,
his minor children, a relative who shares his home, or other
persons by reason of any contract, arrangement, understanding
or relationship that provides him with sole or shared voting
or investment power.
3. "Control" means the power to exercise a controlling influence
over the management or policies of a Firm, unless such power
is solely the result of an official position with such Firm.
Ownership of 25% or more of a Firm's outstanding voting
security is presumed to give the holder control over the Firm.
4. "Investment Personnel" means all Access Persons who, in
connection with their regular functions or duties, make or
participate in making recommendations regarding the purchase
or sale of securities or who execute or help execute
transactions based on recommendations regarding the purchase
or sale of securities with respect to the clients of the firm.
5. "Portfolio Manager" means an employee of the firm entrusted
with the direct responsibility and authority to make
investment decisions.
6. "Purchase or Sale of a Security" includes, among other things,
the writing of an option to purchase or sell a security.
7. "Security" shall have the same meaning as that set forth in
Section 2(a)(36) of the 1940 Act, except that it shall not
include securities issued by the Government of the United
States or an agency thereof, banker's acceptances, bank
certificates of deposit, commercial paper and registered,
open-end mutual funds.
8. A "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
Section 4(2) or Section 4(6), or pursuant to Rule 504, Rule
505, or Rule 506 under the Securities Act of 1933.
9. A Security is "being purchased or sold" by the clients from
the time when a purchase or sale has been communicated to the
Firm until the time when such transaction has been fully
completed or terminated.
19.3 Prohibited Purchases and Sales of Securities
2
<PAGE> 3
No Access Person shall, in connection with the purchase or sale of a security,
directly or indirectly:
1. employ any device, scheme or artifice to defraud;
2. make any untrue statement of a material fact or omit to state
a material fact;
3. engage in any act, practice or course of business which would
operate as a fraud or deceit; and
4. engage in any manipulative practice.
19.4 Pre-Clearance of Transactions
The following transactions by Investment Personnel must be approved in advance
by the designated supervisor:
1. transactions which appear upon reasonable inquiry and
investigation to present no reasonable likelihood of harm to
the clients.
2. purchases or sales of securities which are not eligible for
purchase or sale by any client, as determined by reference to
the Act and blue sky laws and regulations thereunder, the
investment objectives and policies and investment restrictions
of the clients and their series, and undertakings made to
regulatory authorities.
3. transactions which the designated supervisor after
consideration of all the facts and circumstances, determines
to be in violation of Section 15.3 and to present no
reasonable likelihood of harm to the clients.
4. Purchases of securities in a Limited Offering.
19.5 Permitted Exceptions
Purchases and sale of the following Securities are exempt from the
restrictions set forth in Section 19.4 above if such purchases and
sales comply with the pre-clearance requirements of Section 19.4 above
(provided that purchases and sales of Mutual Funds, U.S. Government
Securities and Money Market Funds need not comply with the
pre-clearance requirements of Section 19.4 above):
1. Equity Securities of a class having a market
capitalization in excess of $1 billion, and
2. Equity Securities of a class having a market
capitalization in excess of $500 million if the
transaction in question, and the aggregate amount
of such Securities and any related Securities
purchased and sold for the Access Person Account in
question during the preceding 60 days, does not
exceed $10,000 or 100 shares.
3
<PAGE> 4
19.6 Additional Restrictions and Requirements
1. No Access Person shall accept or receive any gift in excess of
$100 value from any person or entity that does business with
or on behalf of the Firm.
2. No Access Person shall purchase or sell, directly or
indirectly, any security which, to the Access Person's actual
knowledge, is at the time of such purchase or sale being
purchased or sold or being considered for purchase or sale by
the firm for clients of the firm.
3. Each Access Person must have duplicate monthly statements for
all brokerage accounts in which the Access Person has any
beneficial interest and trade confirmations for all
transactions in those accounts sent to the designated
supervisor.
4. Access Persons are prohibited from acquiring securities in an
initial public offering.
5. No Investment Personnel may accept a position as a director,
trustee or general partner of a publicly-traded company unless
such position has been presented to and approved by the Firm.
6. Investment Personnel are subject to the following trading
restrictions:
o Investment Personnel who purchase a security within
three calendar days before any client purchases the
same (or a related) security are prohibited from
selling the security for a period of sixty days
following the client trade. If Investment Personnel
make a prohibited sale within the sixty day period,
the Investment Personnel involved may be required to
relinquish any gain from the transaction.
o Investment Personnel who sell a security within three
days before any client sells the same (or a related)
security may, upon review by the Designated
Supervisor, be required to relinquish to the
appropriate client account the difference between the
Investment Personnel's sale price and the sale price
of the client account, assuming the Investment
Personnel's sale price is higher, if the Designated
Supervisor determines that the sale was
inappropriate.
4
<PAGE> 5
19.7 Reporting Obligation
1. The Adviser shall create and maintain a listing of all Access
Persons, Investment Personnel, and designated supervisors.
2. The designated supervisor shall inform each access person of
their reporting obligations under this Code.
3. Each Access Person shall report positions and transactions in
securities in which the person has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership in accordance with the requirements of Section 19.7
hereunder.
19.8 Reports
1. No later than 10 days after the person becomes an access
person, each access person shall submit a report to the
designated supervisor including the following information:
(A) The title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
beneficial ownership when the person became an Access Person;
(B) The name of any broker, dealer or bank with whom the Access Person
maintained an account in which any securities were held for the direct
or indirect benefit of the Access Person as of the date the person
became an Access Person; and
(C) The date that the report is submitted by the Access Person.
2. Not later than 30 days after the end of each quarter each
Access Person shall submit a report in the form of Exhibit D
attached hereto to the designated supervisor which includes
the following information:
(A) The title, number of shares and principal amount of each Covered
Security traded during the calendar quarter which the Access Person had
any direct or indirect beneficial ownership;
(B) The date that the report is submitted by the Access Person.
3. Not later than 30 days after the end of each year each Access
Person shall submit a report to the designated supervisor
which includes the following information:
5
<PAGE> 6
(A) The title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
beneficial ownership;
(B) The name of any broker, dealer or bank with whom the Access Person
maintains an account in which any securities are held for the direct or
indirect benefit of the Access Person; and
(C) The date that the report is submitted by the Access Person.
19.9 Review and Enforcement
The designated supervisor shall review reported personal securities
transactions, brokerage statements, and/or the clients' securities transactions
to determine whether a violation of this Code may have occurred. Before making
any determination that a violation has been committed by any person, the
designated supervisor shall give such person an opportunity to supply additional
explanatory material.
If the designated supervisor determines that a violation of this Code may have
occurred, he shall submit his written determination, together with the
confidential monthly report and any additional explanatory material provided by
the individual, to Counsel of the Adviser, who shall make an independent
determination as to whether a violation has occurred.
If the Counsel finds that a violation has occurred, the Counsel shall impose
upon the individual such sanctions as he or she deems appropriate and shall
report the violation and the sanction imposed.
19.10 Records
The Firm shall maintain records in the manner and to the extent set forth below,
and will make them available for examination by representatives of the
Securities and Exchange Commission.
1. A copy of this Code and any other code which is, or at any
time within the past five (5) years has been, in effect shall
be preserved in an easily accessible place;
2. A record of any violation of this Code and any action taken as
a result of such violation shall be preserved in an easily
accessible place for a period of not less than five (5) years
following the end of the fiscal year in which the violation
occurs;
3. A copy of each report made by an officer or supervisor
pursuant to this Code shall be preserved for a period of not
less than five (5) years from the
6
<PAGE> 7
end of the fiscal year in which it is made, the first (2) two
years in an easily accessible place; and
4. A list of all persons who are, or within the past five (5)
years have been, required to make reports pursuant to this
Code shall be maintained in an easily accessible place.
7
<PAGE> 8
INTRUST FINANCIAL SERVICES
CODE OF ETHICS
EXHIBIT A
The following Covered Persons are considered Access Persons under the IFS Code
of Ethics:
All INTRUST Financial Services Personnel and INTRUST Financial Services
Directors
The following Covered Persons are considered Access Persons and Investment
Personnel under the IFS Code of Ethics:
Hugo Ernst
Tom Gangel
Chris Walker
Paul Moore
Mike Colgan
SUPERVISORS FOR REVIEW AND PRE-CLEARANCE
IFS Directors should provide required information and certification to
the Wealth Management Risk Manager
Investment Personnel Reporting and Pre-Clearance
All required information, certifications and pre-clearance
requests should be directed to the IFS President.
Pre-Clearance should be directed to Hugo Ernst, Tom Gangel,
the IFS Compliance Administrator, the Wealth Management Risk
Manager or the INTRUST Wealth Management Compliance Officer
REPOSITORY OF REQUIRED INFORMATION
Either the original or a copy of required information, certifications
or pre-clearance requests shall be retained by the INTRUST Wealth
Management Risk Manager
8
<PAGE> 9
INTRUST FINANCIAL SERVICES
CODE OF ETHICS
EXHIBIT B
INITIAL AND ANNUAL CERTIFICATION
I hereby certify that I have read and thoroughly understand and agree
to abide by the conditions set forth in the INTRUST Financial Services ("IFS")
Code of Ethics. I further certify that, during the time of my affiliation with
IFS, I will comply or have complied with the requirements of this Code and will
disclose/report or have disclosed/reported all personal securities transactions
required to be disclosed/reported by the Code.
As an Access Person/ Investment Person under this Code, I certify that
I will comply or have complied with the Transaction Report requirements as
detailed in the Code and submit herewith my Initial and Annual Holdings Report.
I further certify that I will direct or have directed each broker dealer or bank
with whom I have an account or accounts to send to the IFS Code Compliance
Officer duplicate copies of all confirmations and statements relating to my
accounts.
-----------------------------
Print or Type Name
-----------------------------
Signature
-----------------------------
Date
9
<PAGE> 10
INTRUST FINANCIAL SERVICES
CODE OF ETHICS
EXHIBIT C
NAME AND ADDRESS OF ACCOUNT NUMBER(S) NEW OR
BROKER, DEALER OR BANK(S) EXISTING A/C
----------------------------- ------------------- -----------------------
----------------------------- ------------------- -----------------------
----------------------------- ------------------- -----------------------
----------------------------- ------------------- -----------------------
----------------------------- ------------------- -----------------------
----------------------------- ------------------- -----------------------
----------------------------- ------------------- -----------------------
----------------------------- ------------------- -----------------------
----------------------------- ------------------- -----------------------
----------------------------- ------------------- -----------------------
Attached are the Covered Securities beneficially owned by me as of the date of
the Initial and Annual Holdings Report.
---------------------------
Print or Type Name
---------------------------
Signature
---------------------------
Date
10
<PAGE> 11
EXHIBIT D
INTRUST FINANCIAL SERVICES CODE OF ETHICS TRANSACTION REPORT
I hereby certify that the Covered Securities described (or attached
hereto in the quarterly or annual statement from my broker, dealer, or bank)
were purchased or sold on the date(s) indicated. Such Covered Securities were
purchased or sold in reliance upon public information lawfully obtained by me
through independent research. My decision to enter into such personal securities
transaction(s) was not based upon information obtained as a result of my
affiliation with IFS.
COVERED SECURITIES PURCHASED/ACQUIRED OR SOLD/DISPOSED
<TABLE>
<CAPTION>
Security Trade Number of Per Share Principal Interest Maturity Name of Broker, Bought (B)or
Description Date Shares Price Amount Rate Date Dealer, Bank Sold (S)
Symbol/CUSIP
<S> <C> <C> <C> <C> <C> <C> <C> <C>
------------ ----- ----------- --------- ---------- --------- --------- --------------- ---------------
------------ ----- ----------- --------- ---------- --------- --------- --------------- ---------------
------------ ----- ----------- --------- ---------- --------- --------- --------------- ---------------
------------ ----- ----------- --------- ---------- --------- --------- --------------- ---------------
------------ ----- ----------- --------- ---------- --------- --------- --------------- ---------------
------------ ----- ----------- --------- ---------- --------- --------- --------------- ---------------
------------ ----- ----------- --------- ---------- --------- --------- --------------- ---------------
------------ ----- ----------- --------- ---------- --------- --------- --------------- ---------------
------------ ----- ----------- --------- ---------- --------- --------- --------------- ---------------
</TABLE>
This transaction Report is not an admission that you have or had any
direct or indirect beneficial ownership in the Covered Securities listed above.
---------------------------
Print or Type Name
--------------------------- --------------------------
Signature Date
11
<PAGE> 12
CERTIFICATION OF INVESTMENT ADVISOR
I, Hugo Ernst, being the duly elected President of INTRUST Financial Services,
Inc. ("IFS"), the Investment Advisor for the American Independence Funds, DO
HEREBY CERTIFY that IFS has adopted as of March 10, 2000 a Code of Ethics of
IFS, a copy of which is attached to this certification. I DO HEREBY FURTHER
CERTIFY that said Code of Ethics is in full force and effect and that procedures
are in place to enforce compliance with the requirements of the Code.
INTRUST Financial Services, Inc.
Date: May 3, 2000 BY: /s/ Hugo H. Ernst
----------------- ----------------------------
Hugo Ernst
President
12
