Exhibit (d)(2)(ii)
ASSUMPTION AGREEMENT
This assumption agreement (the "Agreement") is made as of this 21st day
of August, 2001 by and between INTRUST Financial Services, Inc., a Kansas
corporation ("INTRUST Financial"), INTRUST Bank, N.A., a national banking
association, ("INTRUST Bank") and American Independence Funds Trust, a Delaware
business trust registered as an investment company under the Investment Company
Act of 1940, as amended ("American Independence Funds").
WHEREAS, INTRUST Bank and American Independence Funds, are parties to a
Master Investment Advisory Contract dated as of November 26, 1996, as amended
(the "Advisory Contract") and to certain Sub-Advisory Contracts relating to the
management of certain portfolios of American Independence Funds (the
"Sub-Advisory Contracts"); and
WHEREAS, INTRUST Financial Services, Inc. wishes to assume INTRUST
Bank's duties and obligations under the Advisory Contract and the Sub-Advisory
Contracts.
NOW, THEREFORE, based on the foregoing, the parties agree as follows:
1. Assumption. INTRUST Financial, intending to be legally
bound, hereby agrees to assume and perform all duties
and obligations of INTRUST Bank under the Advisory
Contract and the Sub-Advisory Contracts;
2. Guaranty and Indemnity. INTRUST Bank hereby irrevocably
and unconditionally guarantees to American Independence
Funds the full performance of all of the obligations of
INTRUST Financial under the provisions of the Advisory
Contract and the Sub-Advisory Contracts hereby assumed
by INTRUST Financial.
INTRUST Bank agrees to indemnify, defend and hold
harmless the American Independence Funds from and
against any and all loss, cost, damage or expense
(including reasonable fees of counsel) whatsoever
resulting from or arising out of any breach by INTRUST
Financial of any obligation of the Advisory Contract or
the Sub-Advisory Contracts hereby assumed by INTRUST
Financial.
INTRUST Bank hereby waives any requirement that
American Independence Funds exhaust any right or remedy
or proceed or take any action against INTRUST Financial
or any other person or entity before exercising any
right or remedy against INTRUST Bank under this
Agreement.
The obligations of INTRUST Bank hereunder are absolute
and unconditional. INTRUST Bank's guaranty and
indemnity shall be a continuing guaranty and indemnity
and shall continue in full force and effect until all
of the obligations hereby assumed by INTRUST Financial
shall have been satisfied in full.
IN WITNESS WHEREOF, INTRUST Financial, INTRUST Bank and American
Independence Funds hereby execute this Agreement as of the day and year first
above written.
INTRUST FINANCIAL SERVICES, INC.
By: ________________________________
Name: Xxxxxx X. Xxxxxx
Title: President
INTRUST BANK, N.A.
By: ________________________________
Name: Xxxxxx Xxxxxxx
Title: Executive Vice President
AMERICAN INDEPENDENCE FUNDS TRUST
By: ________________________________
Name: Xxxxx Xxxxxxxx
Title: President
