Exhibit 14.1

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Code of Business Conduct and Ethics for
Directors, Officers and Employees
of
Gold Banc Corporation, Inc.
and
Subsidiaries

as amended, restated
and adopted by
the Board of Directors of
Gold Banc Corporation, Inc.
on July 13, 2005

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This Code sets forth specific
corporate policies governing the conduct of the business of Gold Banc Corporation, Inc., each of its
subsidiary banks and its other subsidiaries (collectively, the Company or we,
our or us) and the ethical standards that each Director, Officer, Employee and agent
(collectively, Employees or you or your) of the Company should adhere to
while acting on behalf of the Company. These policies were developed and are intended to be applied in good
faith with reasonable business judgment to enable us to achieve our operating and financial goals within the
framework of the law and the ethical standards set forth in this Code. We have designed these policies using
reasonable business judgment to deter wrongdoing and promote:

A. Honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of interest between personal and
professional relationships;

B. Full,
fair, accurate, timely and understandable disclosure in reports and documents that a
registrant files with, or submits to, the Securities and Exchange Commission
("SEC") and in other public communications made by the  Company;

C. Compliance with
applicable governmental laws, rules and regulations;

D. Ensure
the protection of the Company's legitimate business interests, including corporate
opportunities, assets and confidential information;

E. Deter
wrongdoing;

F. Prompt internal
reporting to an appropriate person or persons identified in the Code of violations of the Code; and

G. Accountability for
adherence to the Code.

Our reputation for honesty,
integrity and fair dealing with our customers, others we do business with, our Employees and the communities
we serve is our most important asset. Accordingly, we require that you act in a manner consistent with the
letter and intent of this Code and the underlying policies. Conduct which is not in strict compliance with
these policies will be viewed as acting outside the scope of your employment or agency and will be subject to
disciplinary action, including demotion or dismissal. Failure to comply with the legal requirements referenced
in this Code can also subject you and the Company to criminal and civil penalties, money damages and
regulatory sanctions. Accordingly, each of you is expected to become familiar with these policies and to
affirm your agreement to comply with these policies by signing the Compliance Certificate that appears at the
end of this Code. You are also expected to oversee compliance with this Code by other Employees under your
supervision.

|I. | ADMINISTRATION OF THE
CODE
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The Audit Committee of the
Companys Board of Directors is responsible for setting the standards contained in this Code and updating
these standards as it deems appropriate to reflect changes in the legal and regulatory framework applicable to
the Company, and the business practices within the Companys industry as well as the Companys own
business practices.

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The Ethics Officer reports to
the Audit Committee and is initially responsible for providing interpretive guidance in applying these
policies to specific situations and for generally overseeing implementation and enforcement of the policies
set forth in this Code.

The Chief Compliance Officer
reports to the Audit Committee and is initially responsible for providing interpretive guidance in applying
the Legal Compliance policies regarding specific situations and for generally overseeing implementation and
enforcement of the Legal Compliance policies set forth in this Code.

The Chief Executive Officer and
other members of senior management will also lend their full support to the efforts of the Audit Committee,
the Ethics Officer and the Chief Compliance Officer in this regard as well as lead by example.

The Company recognizes that
rapid changes in business and its regulatory framework frequently raise new ethical and legal considerations.
No set of guidelines, therefore, should be considered the absolute last word under all circumstances. We
encourage you to consult with the Chief Compliance Officer, the Ethics Officer or the Audit Committee if there
is any doubt as to the proper course of action under this Code. (See Reporting Violations of the
Code in Section XVI). A list of the Audit Committee members is available on the Companys intranet
at http://www.goldbanc.com. We are committed to an open and constructive environment in which
compliance with this Code and the Companys best interests are paramount. A shared willingness to raise
ethical concerns in good faith is essential to such an environment. We are confident each of you shares our
sense of determination in this regard.

|II. | LEGAL COMPLIANCE
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A. Generally. It
is the policy of the Company to fully comply with, and to require its Employees to fully comply with, all
laws, rules, regulations, orders, directives and judgments of governmental agencies or authorities, courts and
administrative bodies (collectively referred to herein as Law) that are applicable to the business
of the Company. Each of you is required to become familiar with and comply with both the letter of, and the
spirit of, all such Laws that are applicable to the business of the Company and which govern your area of
involvement with, and responsibility for, the business of the Company. You are not authorized by the Company
to take any action, or to fail to take any action, which would constitute a violation of Law. Whenever you
have any question or doubt as to the applicability or interpretation of any particular Law, or how to comply
with any particular Law, you should contact the Chief Compliance Officer or the Ethics Officer for advice. If
the Chief Compliance Officer or the Ethics Officer is not sure how to answer your question, they will contact
the Companys outside legal counsel for guidance.

It is not practically feasible
to describe in this Code all the Laws that are applicable to the business of the Company. For a comprehensive
review of the Laws applicable to the business of the Company, you should contact the Chief Compliance Officer,
the Ethics Officer or the Companys outside legal counsel.

A survey of some of the more
important legal obligations to which the Company is fully committed to observing are to:

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| |  | maintain safe and sound financial
institutions meeting all of the regulatory capital, reporting, privacy requirements and regulatory agency
limitations imposed on the Company by the Bank Holding Company Act, the Gramm-Leach-Bliley Act, the Federal
Reserve Act, the Federal Deposit Insurance Act, the Patriot Act, the Securities Act of 1933, the Securities
Exchange of 1934, the state banking laws and regulations of the States of Kansas and other applicable laws and
regulations;
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| |  | provide accurate, full, fair, timely and
understandable disclosure, in all material respects, concerning the Company and its business and financial
performance in reports and documents that the Company files with, or submits to, the SEC as well as in other
public communications by the Company, in each case in compliance with all applicable federal and state
securities laws, Generally Accepted Accounting Principles (GAAP) and rules of the National
Association of Securities Dealers (NASD);
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| |  | prohibit trading in the Companys
securities while in possession of material nonpublic information concerning the Company, or making selective
disclosure of such information, in violation of the Companys Insider Trading Policy applicable to all
Employees or the Companys more comprehensive Insider Trading Policy applicable to Directors, Officers
and other persons specifically covered by that policy or the Companys Fair Disclosure Policy, which
describe the nature of material nonpublic information and the related restrictions on prohibited trading and
selective disclosure and which are deemed to be part of this Code;
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| |  | promote a workplace that treats all
Employees with dignity and respect, and that is free from discrimination or harassment based on race, color,
religion, sex, national origin, age or other factors that violate applicable law or the Companys
specific policy on workplace harassment and are unrelated to the Companys business
interests;
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| |  | maintain a safe and healthy work
environment;
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| |  | support fair competition and laws
prohibiting restraints of trade and other unfair trade practices;
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| |  | keep the political activities of the
Companys Directors, Officers and Employees separate from the Companys business;
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| |  | prohibit any illegal payments to any
governmental officials or political party representatives of any country; and
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| |  | comply with all applicable federal and
state environmental laws.
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In the event that the Company,
or any Employee of the Company, has violated any Law applicable to the business of the Company, it is the
policy of the Company to give government investigators the full measure of assistance to which they are
entitled, consistent with the safeguards which the Law has established for the benefit of persons under
investigation. Therefore, if any government investigator or agency contacts an Employee and requests
information or access to the Companys books, records or facilities, such Employee shall immediately
inform the Companys Chief Compliance Officer of the request.

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The
topics discussed in this Code may not cover every situation and are in addition
to our other policies and programs. For example, we have adopted a specific
policy concerning workplace harassment as noted above.

|III. | STANDARDS OF CONDUCT
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Unless
affirmatively waived as provided in Section XVIII below, each Employee shall
observe the following standards of conduct:

A. Employees shall
exercise honesty, objectivity, and diligence and act ethically in the performance of their duties and
responsibilities. Employees shall be ever mindful of their obligation to maintain the highest standards of
competence, honesty, integrity and dignity.

B. Employees shall
exhibit loyalty in all matters pertaining to the affairs of the Company. However, Employees shall not
knowingly be a party to any Fraud or other illegal or improper activity whether or not it is intended to
benefit the Company. The term Fraud for purposes of this Code includes, but is not limited to,
embezzlement, criminal fraud, taking of property through deceit or artifice, misappropriation and other
irregularities including such things as any dishonest act, defalcation, forgery or alteration of negotiable
instruments such as Company checks and drafts, misappropriation of Company or customer assets, conversion to
personal use of cash, securities, supplies or any other Company asset, unauthorized handling or reporting of
Company transactions, and falsification of Company records or financial statements for personal or other
reasons. The above list is not all-inclusive but intended to be representative of situations involving Fraud.
Fraud may be perpetrated not only by Company Employees, but by agents and other outside parties as well. All
such situations require specific action by the Company to prevent any such fraudulent act.

C. Employees shall not
knowingly engage in acts or activities which are discreditable to the Company's reputation or best
interests.

D. Employees shall
refrain from entering into any activity that is in conflict with, or would reasonably appear to be in conflict
with, the interest of the Company or which would prejudice their ability to: (i) exercise independent judgment
in carrying out their duties and responsibilities, (ii) devote undivided loyalty to the Company, or (iii) work
objectively and effectively in performing duties and responsibilities. Such activities may include, without
limitation, investments in suppliers, customers or competing companies (except insubstantial securities
investments in publicly traded companies), outside employment which would affect working efficiency, and
direct or indirect ownership of property or tangible items which may be sold or leased to the Company. Such
conflicts of interest are addressed more fully in Section IV below.

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E. Employees shall not
accept anything of value from an employee, customer, supplier, or business associate of the Company which
would impair, or reasonably appear to impair, their independent judgment or ability to act solely in the best
interest of the Company.

F. Employees shall be
prudent in the use of information acquired in the course of their duties. They shall not use confidential
information for any personal gain nor in any manner which would be contrary to law or detrimental to the best
interests of the Company.

G. Employees, when
reporting on the results of their work, shall reveal all material facts known to them which, if not revealed,
could either distort reports of operations or conceal unlawful practices.

H. Employees shall
perform assigned duties to the best of the Employees ability and in the best interests of the Company,
its customers, associates and shareholders; and continually strive for improvement in the proficiency,
effectiveness and quality of their service to the Company.

I. The integrity of the
Companys accounting and financial records is based on the validity, accuracy and completeness of basic
information supporting entries to the Companys books of account. All Employees involved in
creating,processing or recording such information are held responsible for its integrity and are responsible
for full, accurate, fair, timely and understandable disclosure in the periodic reports required to be filed by
the Company derived, directly orindirectly, from such records and information.

J. Every accounting or
financial entry should reflect exactly that which is described by the supporting information. Employees must
not conceal information from the Company's Directors, Officers and independent auditors.

K. Employees who become
aware of a possible omission, falsification or inaccuracy of accounting or financial entries or basic data
supporting such entries, shall report such information to the Ethics Officer, their supervisor or the Audit
Committee as described in this Code.

L. All Employees are
encouraged to take part in public matters of their individual choice which are consistent with the
Companys reputation and best interests. The Company may, to the extent legally permissible, support
committees aimed at encouraging political contributions by individuals.

M. In dealing with public
officials and private business associates, the Company will utilize only ethical commercial practices. The
Company and its Employees will not seek to influence sales of its products or services (or other events
impacting on the Company) by payments of bribes, kickbacks or other questionable inducements. Payments or
commitments (whether cast in the form of commissions, payment or fees for goods or services received, or
otherwise) made with the understanding or under circumstances that would indicate that all or part thereof is
to be paid (directly or indirectly) to a public official or employee to induce that individual to fail to
perform his or her duties, to perform them in an incorrect manner, or to cause any privilege or favor toward
the Company or its business are strictly prohibited.

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N. While the Company may
hire individuals who have knowledge and experience in various technical areas, it is not the Companys
intent to employ such persons as a means of gaining access to the trade secrets of others. New Employees will
not be asked to divulge such trade secrets. Similarly, we require that Employees not make unauthorized
disclosure of our trade secrets, either during their employment or thereafter.

|IV. | CONFLICT OF INTEREST
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A. Appearance of
Conflict. No Employee may engage in any activity, make any investment, or have any interest or
association, that creates, or reasonably appears to create, a conflict between the personal interests of the
Employee and the interests of the Company, or otherwise interferes with the ability of the Employee to: (i)
devote undivided loyalty to the Company, (ii) exercise independent judgment in carrying out the
Employees duties and responsibilities to the Company, or (iii) work objectively and effectively in
performing duties and responsibilities. This requirement applies equally to business relationships as well as
personal activities. Employees have a duty of undivided loyalty to the Company to advance its legitimate best
interests.

B. Private
Interests. You must avoid situations where your private interests, or the private interests of members
of your family, conflict with the interests of the Company. You should not have any business or financial
relationship with customers, suppliers or competitors that could influence, or reasonably appear to influence,
you in carrying out your responsibilities and duties to the Company. You should also not acquire any interests
or participate in any activities that would deprive the Company of the time or attention required to perform
your duties and responsibilities properly, or create a distraction that would affect your independent judgment
or ability to act solely in the Companys best interest. Employees are required to ethically handle
actual or apparent conflicts of interest between personal and professional relationships in accordance with
this Code.

C. Examples.It is
not possible to describe in this Code all those activities, investments, or associations that create, or
appear to create, a conflict between the personal interests of an Employee and the interests of the Company,
or otherwise interfere with the ability of the Employee to exercise independent judgment in carrying out the
Employees duties and responsibilities to the Company. If there is any possibility that a particular
activity, investment, or association could create, or reasonably appear to create, such a conflict of
interest, or otherwise interfere with an Employees independent judgment, the Employee shall consult with
the Ethics Officer or the Audit Committee to assess whether such a conflict of interest, or interference with
independent judgment is created thereby. Examples of activities, investments, and associations that may
require an Employee to consult with, and obtain the advance approval of the Ethics Officer or the Audit
Committee, include, but are not limited to:

| | 1. Making an
investment in any supplier, customer, or competitor of the Company (except for an insubstantial investment in
the publicly traded securities of the same);
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| | 2. Acceptance by
an Employee, or any person with whom the Employee has a familial or close personal relationship, of anything
of value, including gifts and entertainment, from any supplier, customer, or other person with whom the
Company does business, which would impair, or reasonably appear to impair, their independent judgment or
ability to act solely in the Companys best interest;
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| | 3. Employment,
in any capacity, by any supplier, customer, accountant, or competitor of the Company;
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| | 4. Direct or
indirect ownership of property or intangible items which may be sold or leased to the Company;
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| | 5. Any
employment that would deprive the Company of the time or attention required to perform an Employees
duties and responsibilities properly, or create a distraction that would affect an Employees independent
judgment or ability to act solely in the Companys best interest;
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| | 6. Engaging in
any significant business transaction involving the Company for personal profit or gain;
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| | 7. Serving as a
director, officer, employee or agent of any competitor of the Company;
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| | 8. Taking part
in any activity that enhances or supports a competitors position; or
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| | 9. Engaging in
any significant business transaction on behalf of the Company with any person with whom the Employee has a
familial or close personal relationship.
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|V. | CORPORATE OPPORTUNITY - CORPORATE ASSETS.
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A.
Corporate Opportunities.  It shall constitute a violation of this Code, and no Employee
may:

| | 1. Use Company
property, information or his or her position in the Company for his or her own personal gain or
benefit.
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| | 2. Use Company
property, information or his or her position in the Company to learn of a business opportunity and either take
such business opportunity for himself or herself or a member of his or her family, or disclose such business
opportunity to any third party, without first having offered the business opportunity to the Company acting
through Board of Directors of the Company and with a majority of the independent and disinterested members of
the Board of Directors declining to pursue such business opportunity.
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| | 3. Compete with
the Company, except as authorized by the Audit Committee.
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B. Use and Protection of
Corporate Assets. It shall constitute a violation of this Code, and no Employee may:

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| | 1. Take, use or
divert Company property, equipment or services for any purpose other than to advance the business purposes and
best interests of the Company, except as authorized by the Audit Committee or a majority of the independent
and disinterested members of the Board of Directors. The unauthorized use or removal of property or equipment
belonging to the Company is theft and will be treated as such.
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| | 2. Fail to
maintain accurate and complete records regarding the disposition of Company property (other than supplies used
in connection with the performance of such Employees duties), including cash.
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| | 3. Sell,
transfer, convey, loan, donate, or otherwise dispose of Company property, except as authorized by (i) the
Audit Committee, (ii) a majority of the independent and disinterested members ofthe Board of
Directors, or (iii) the Chief Executive Officer or the Chairman of the Board of the Company in
circumstances where they have no conflict of interest in granting such authorization.
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|VI. | ENTERTAINMENT, GIFTS AND
PAYMENTS
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The Company considers that, in
the interests of avoiding even the appearance of impropriety, Employees may not furnish on behalf of the
Company expensive gifts or provide excessive entertainment or benefits to other persons. See also Sections
III(E), IV(C)(2) and XII. Employees may not solicit gifts, gratuities, tickets or entertainment from auditors,
suppliers or customers regardless of their value.

|VII. | PROTECTING CONFIDENTIAL INFORMATION AND
PRIVACY
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A. Generally.
During the course of an Employees employment with the Company, an Employee may
obtain certain  confidential information of the Company, or the suppliers and customers
of the Company, not generally known to  the public. Confidential information includes (1) information
marked Confidential, Private, For Internal Use Only, or
similar legends, (2) technical or scientific  information relating to current and
future products, services or research, (3) business or marketing  plans or financial
projections, (4) earnings and other internal financial data, (5) personnel
information, (6) supply and customer lists, (7) other nonpublic information
that, if disclosed,  might be of use to the Companys competitors, or harmful to the
Company or its suppliers, customers or  other business partners, and (8) the
personal financial or other sensitive private information of  customers of the Company
(collectively, the Confidential Information). In many cases, the Company
receives such Confidential Information pursuant to a written agreement that sets forth
the rights of the  Company and its Employees to use such information, and the duties of
the Company and its Employees to protect  such information. Improper and unauthorized
disclosure of Confidential Information may irreparably harm the  Company, its suppliers
or its customers.

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B. Principles Regarding
the Use and Protection of Confidential Information. Employees shall use and protect the Confidential
Information of the Company, and its suppliers and customers consistently with the following
principles:

| | 1. Employees
shall only use and disclose Confidential Information consistently with Law, any agreements to which the
Company is a party, and the best interests of the Company.
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| | 2. No Employee
shall use or disclose Confidential Information for their own personal gain or the gain of their family
members.
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| | 3. The
Confidential Information of the Company may only be used and disclosed to advance the business interests of
the Company.
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| | 4. Employees
shall disclose Confidential Information to other Employees of the Company only on a need to know basis and
shall not disclose Confidential Information to any other person, except as required by Law, or as authorized
by your supervisor or appropriate Officers of the Company.
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| | 5. To avoid
inadvertent disclosure of Confidential Information, Employees shall not discuss Confidential Information with
or in the presence of any unauthorized persons, including family members and friends.
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| | 6. An Employee
who leaves the employ of the Company must return all Confidential Information in his or her possession or
control to the Company, and shall remain obligated to use and protect the Confidential Information of the
Company, and its suppliers and customers consistently with the principles set forth in this
Code.
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|VIII. | FAIR DEALING
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The Company is committed to
promoting the values of honesty, integrity and fairness in the conduct of its business and sustaining a work
environment that fosters mutual respect, openness and individual integrity. Employees are expected to deal
honestly and fairly with the Companys customers, suppliers, competitors and other third parties. To this
end, Employees shall not:

| |  | make false or misleading statements to
customers, suppliers, competitors or other third parties;
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| |  | make false or misleading statements about
competitors;
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| |  | solicit or accept any fee, commission or
other compensation for referring customers to third-party vendors; or
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| |  | otherwise take unfair advantage of the
Companys customers or suppliers, or other third parties, through manipulation, concealment, abuse of
privileged information or any other unfair-dealing practice.
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|IX. | SEC
AND OTHER PUBLIC DISCLOSURE
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The Company is dedicated to
fully complying with the applicable federal and state securities laws, including reporting requirements, and
to ensuring that information contained in its public communications and its publicly filed financial
statements and periodic reports is accurate, complete, fair and understandable, in all material
respects.

The Companys books and
records will reflect, in an accurate, complete, fair and timely manner, the transactions and disposition of
assets of the Company. All funds and assets will be properly recorded and disclosed. Employees may not use the
books and records to mislead those who receive them, or to conceal anything that is improper (e.g., secret
funds). Those responsible for the accounting and record-keeping functions must be vigilant in ensuring that
the Companys funds or assets are not used for any unlawful or improper purpose. Employees are required
to promote accurate, complete, fair, timely, and understandable disclosure, in all material respects, in the
periodic reports required to be filed by us and in all public communications.

Accordingly, the Company is
committed to providing an environment which is receptive to receiving and effectively dealing with complaints
regarding its accounting, internal accounting controls, or auditing matters and maintaining the
confidentiality of Employees who submit such concerns regarding questionable accounting or auditing
matters.

Under the Audit Committee
Complaint Policy and Procedures for Violation of Securities Laws or Code of Business Conduct and Ethics
Relating to Financial and Disclosure Matters (the Policy), the Audit Committee maintains an
open door approach to receiving, retaining and handling complaints and notification regarding the
Companys accounting, internal accounting controls, auditing matters and other reportable offenses as
described in that Policy. We encourage the prompt reporting of such complaints or concerns so that rapid and
constructive action can be taken. The Policy provides a means for submitting complaints or concerns on an
anonymous basis. Attention is also directed to XVI. Reporting Violations of the Code. The Company
strictly prohibits retaliation against any person who provides a report under the Policy or this
Code.

|X. | IMPROPER INFLUENCE OVER
AUDITORS
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The Company recognizes the
importance of preventing improper influence on the conduct of auditors. Accordingly, the Company prohibits any
Employee from taking any action, or failing to take any action, to fraudulently influence, coerce, manipulate,
or mislead any of our auditors during their review or audit of our financial statements, and related books and
records, for the purpose of rendering the financial statements false or materially misleading. Such conduct is
prohibited even if it does not succeed in affecting the auditors review or audit. Improper influence
would include, but is not limited to, directly or indirectly:

A. Offering or paying
bribes or other financial incentives, including offering future employment or contracts for non-audit
services.

B. Providing an auditor
with inaccurate or misleading accounting, financial or legal analysis, records or information.

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C. Threatening to cancel
or canceling existing non-audit or audit engagements if the auditor objects to the proposed
accounting.

D. Seeking to have a
partner removed from the audit engagement because the partner objects to the proposed accounting.

E. Blackmailing.

F. Making physical
threats.

Actions that could result in
rendering the Companys financial statements materially misleading include, but are not limited to,
actions taken to coerce, manipulate, mislead, or fraudulently influence the Companys independent
auditor:

A. To issue or reissue a
report on the Company's financial statements that is not warranted in the circumstances (due to material
violations of generally accepted accounting principles, generally accepted auditing standards, or other
professional or regulatory standards);

B. Not to perform audit,
review or other procedures required by generally accepted auditing standards or other professional
standards;

C. Not to withdraw an
issued report; and

D. Not to communicate
matters to the Company's Audit Committee.

|XI. | INTERNAL CONTROL OVER FINANCIAL
REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES
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The
Company shall maintain disclosure controls and procedures and internal control over financial reporting which
collectively ensure that the information required to be disclosed by the Company in its periodic reports,
current reports and proxy statements (Exchange Act Reports) filed by the Company under the
Securities Exchange Act of 1934, as amended (the Exchange Act) and the rules thereunder
is:

| |  | Recorded, processed, summarized and
reported, within the time periods specified in the SECs rules and forms; and
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| |  | Accumulated and communicated to
management, including the Chief Executive Officer and Chief Financial Officer to allow timely decisions
regarding required disclosure.
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The
Company shall maintain a system of internal control over financial reporting to ensure reliability and
adequacy of its books and records and proper recording of all transactions including dispositions of assets.
The Company has established guidelines and procedures related to the keeping of books and records that in
reasonable detail accurately and fairly reflect the Companys transactions and dispositions of assets.
The Company guidelines and procedures are intended to prevent the Companys records from being misleading
or concealing anything that is improper.

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Employees
must strictly comply with the disclosure controls and procedures and internal control over financial reporting
and must be vigilant in ensuring that the Companys funds or assets are not used for any unlawful or
improper purpose. Employees may only enter into transactions which are executed in accordance with the
Companys specific authorization or established formalized policies and procedures. Employees must not
allow any transaction to be recorded in the accounts of the Company unless it is within the scope of written
policies and procedures or is specifically and formally approved by an appropriate and designated employee.
Such approval requires the determination that the transaction:

| |  | has
been authorized in accordance with Company policy, and
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| |  | is
supported by documentary evidence to verify the validity of the transaction.
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All
transactions that have been accounted for in accordance with Company policy will be accumulated and processed
in a manner which will permit preparation of financial statements, reports and data for purposes of internal,
public and regulatory reporting. Such statements, reports and data must be in a form sufficient to reflect
accurately and fairly the results of transactions entered into by the Company and to permit proper
accountability for assets.

The
implementation and maintenance of disclosure controls and procedures and internal controls for financial
reporting that are adequate in all respects to satisfy the requirements of the Company, applicable law and
GAAP will be the primary responsibility of the Chief Financial Officer. Compliance with the provisions and
requirements of these controls and procedures will be tested and evaluated by the Companys internal
auditing department. Any failures regarding these controls or procedures should be reported to Chief Financial
Officer or the Director of Internal Audit and the Ethics Officer,so that deficiencies can be corrected and assurance of compliance
can be maintained.

|XII. | IMPROPER INFLUENCE OR PAYMENTS;
POLITICAL CONTRIBUTIONS
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In
dealing with public officials and private business associates, the Company will utilize only ethical
commercial practices. Improper influence over regulators, auditors, suppliers or customers through accepting
or giving bribes, kickbacks or other payoffs and other questionable inducements is illegal, unethical and
dishonest. Accordingly, the Company prohibits Employees from using such schemes to influence its business
activities or legal compliance responsibilities (or other events impacting on the Company).

The
Company strictly prohibits Employees from accepting or taking any kickbacks, bribes and other illegal
payments.

Without
prior approval of the Ethics Officer, Employees may not directly or indirectly offer, solicit, provide or
accept any kind of payments, commitments (whether cast in the form of commissions, payments, fees or goods or
services received or otherwise) or contribution of significant value (other than salary, wages or other
ordinary compensation from the Company) for the purpose of:

|
|
|

| |  | influencing
customers, suppliers or governmental entities, including their officers or employees to cause any privilege or
favor toward the Company or its business;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | obtaining, giving or keeping
business;
| | - | --------------------------------------

| |  | persuading
any officials or employees for another company to fail to perform or improperly perform their duties;
or
| | - | -------------------------------------------------------------------------------------------------------------------

| |  | influencing legislation or
regulations.
| | - | ---------------------------------------

The
Company policy does not prohibit expenditures by Employees for meals and entertainment of suppliers and
customers which are ordinary and customary business expenses, if they are otherwise lawful. The lawful
expenditures incurred in this way should be properly accounted for in an expense report. Employees may not use
the Companys funds, goods or services as contributions for political parties, candidates or campaigns,
unless previously authorized in writing by the Company.

|XIII. | RECORD
RETENTION AND DESTRUCTION; GOVERNMENT INVESTIGATIONS.
|----- | ------------------------------------------------------------

A. Generally.
The Companys corporate records are important assets.  The Company is required by
Law and its business needs to follow certain specific requirements in managing  Company
records, including certain requirements regarding the retention and destruction of
certain records.  Records include paper documents, compact disks, computer hard disks,
e-mail, floppy disks, microfiche,  microfilm and all other media, and all other records
Employees produce, whether in hard copy or electronic  form, and informal records such as
desk calendars and personal notes regarding Company matters. The Company  and its
Employees may be subject to certain civil and criminal penalties for failure to comply
with these  requirements. From time to time the Company establishes retention or
destruction policies and schedules for  specific categories of records in order to ensure
legal compliance, and also to accomplish other objectives,  such as preserving
intellectual property and cost management.

Each
Employee must fully comply with any such published records retention or destruction policies and schedules
with the important exceptions described below. If an Employee has reason to believe, or the Company informs an
Employee (such as through a legal hold described in the next subsection), that Company records are relevant to
pending or anticipated litigation or a governmental proceeding or investigation, then the Employee must
preserve those records until the Companys legal counsel determines that the records are no longer
needed. This exception to any record destruction policy supersedes any previously or subsequently established
destruction schedule for those records. If an Employee has reason to believe that the exception to any record
destruction policy may apply, or has any question regarding the possible applicability of such exception, the
Employee should contact the Companys legal counsel or Chief Compliance Officer for advice.

B. Legal
Hold on Records. A legal hold suspends all record destruction  policies and
schedules in order to preserve appropriate records under special circumstances, such as
pending  or anticipated litigation or government proceedings or investigations. The
Companys legal counsel will  determine and identify what types of Company records
are required to be placed under a legal hold. Every  Company Employee must comply with
this policy. The Companys legal counsel will notify each Employee if a  legal hold
is placed on records for which that Employee is responsible. Such Employee must then
preserve and  protect the necessary records in accordance with instructions from the
Companys legal counsel. RECORDS  OR SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED
UNDER A LEGAL HOLD MUST NOT BE DESTROYED, ALTERED OR MODIFIED  UNDER ANY CIRCUMSTANCES. A
legal hold remains effective until it is officially released in writing by the  Companys
legal counsel. If an Employee is unsure whether a record has been placed under a legal
hold,  the Employee should preserve and protect that document and then contact the Companys
legal counsel or  Chief Compliance Officer for advice.

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|XIV. | SOFTWARE
LICENSING
|---- | ------------------

It
is the policy of the Company to acquire and use computer software in compliance with all Laws and software
license agreements. Most software licenses prohibit copying except for backup purposes. Federal copyright law
imposes monetary and criminal sanctions for illegal software use, including illegal copying. All software used
on the Companys computer systems must be lawfully acquired, and must not be copied for illegal purposes.
Records verifying a software purchase and copies of the applicable software license should be kept so long as
such software remains installed on any Company computer, regardless of whether it is actually used. Personal
software should not be installed on the Companys computer systems without prior approval by the
Company.

|XV. | USE
OF CORPORATE TELEPHONES, COMPUTERS AND EMAIL - PRIVACY
|--- | ----------------------------------------------------------

The
Company furnishes Employees with the equipment, including computers and telephones, necessary to efficiently
and effectively perform their jobs. All such equipment remains the sole and exclusive property of the Company.
Employees must care for that equipment and use it responsibly and primarily for Company business purposes in a
legal, ethical and appropriate manner. If Company equipment is used at your home or off site, Employees must
take precautions to protect it from theft or damage. Employees must immediately return all such equipment to
the Company upon cessation of employment. Employees or other persons using Company equipment should not
maintain any expectation of privacy with respect to information transmitted over, received by or stored in any
electronic communications device owned, leased or operated in whole or in part by or on behalf of the Company.
To the maximum extent permitted by applicable Law, the Company retains the right to gain access to any
information received by, transmitted by or stored in any such electronic communications device, by and through
its Employees or other persons, at any time, either with or without the Employees or third partys
knowledge, consent or approval, and all such information is the property of the Company.

|XVI. | REPORTING
VIOLATIONS OF THE CODE
|---- | --------------------------------

A. Obligation
of Employees to Report Violations. Each Employee of the  Company shall conform
his or her conduct with the requirements of this Code. Each Employee of the Company is
also required to assist the Ethics Officer, the internal auditing department, and the
Audit Committee in  monitoring compliance with this Code by the Company and fellow
Employees. Whenever an Employee has information  regarding any possible violation of this
Code that has taken place, is taking place, or is anticipated to take  place, the
Employee shall promptly report that information consistent with this Code. The Employee
will not be  retaliated against and should not fear retaliation for reporting information
in good faith, in accordance with  this Code.

|
|
|

B. Procedures
for Reporting Violations. Whenever an Employee has  information regarding any
possible violation or incipient violation of this Code, the Employee should first
consider bringing such information to his or her immediate supervisor, the Chief
Financial Officer or the  Chief Executive Officer. Management is responsible for
maintaining a workplace environment that encourages and  solicits frank and open
communication regarding compliance with this Code. However, if an Employee does not  feel
comfortable bringing such information to management, or if the possible violation of this
Code involves  the activities of management, the Employee may report the information to
the Ethics Officer, the Director of  Internal Audit, or the Audit Committee. The Audit
Committee encourages Employees who report information to  management, the Ethics Officer,
the Director of Internal Audit, or the Audit Committee to identify themselves  when
making such a report in order to facilitate the investigation of the possible violations
of this Code by  the Ethics Officer, the Director of Internal Audit, the Audit Committee
or others as appropriate. The Ethics  Officer, the Director of Internal Audit, and the
Audit Committee will use every reasonable effort in order to  protect the confidentiality
of the identities of Employees reporting information to the Ethics Officer, the  Director
of Internal Audit, or the Audit Committee. However, an Employee may also report
information directly  and confidentially to the Audit Committee on an anonymous basis, by:

| | 1. Submitting
the information to the Audit Committee in writing at P.M.B. #135, 6709 West 119th St., Overland Park, KS,
66209-2013.
| | -----------------------------------------------------------------------------------------------------------------------------------

| | 2. Leaving a
voice-mail message for the Audit Committee on its hotline at 1-877-888-0002.
| | -----------------------------------------------------------------------------------------

| | 3. Submitting
the information to the Companys Ethics Officer by email at tedlister@goldbanc.com.
| | -------------------------------------------------------------------------------------------------

Caller
ID is not used on the hotline. Persons desiring to report via e-mail who want to ensure their confidentiality
should (i) set up an account with hotmail or another third-party provider, and (ii) inform that third-party
provider that the account holder information is confidential and should not be disclosed to anyone. This Code
prohibits anyone from the Company from attempting to determine the owner of such account.

|
|
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C.
Cooperation With Investigations of Violations. Each Employee is
obligated to fully cooperate with investigations of possible violations of this Code by management, the Ethics
Officer, the Director of Internal Audit, or the Audit Committee. Any Employee who has information relevant to
an investigation of possible violations of this Code must not discuss or disclose such information to any
person not authorized by the Ethics Officer, the Director of Internal Audit, or the Audit Committee, except as
may be required by law or for the purpose of obtaining legal advice.

|XVII. | EMPLOYMENT-AT-WILL
|----- | ------------------

Unless
there is a specific and personal written employment agreement between the Company, signed by an authorized
officer of the Company and the Employee, the Employee is free to leave the employment of the Company and the
Company may terminate the employment of the Employee at any time for any or no reason. The Companys
policy is to be an employment-at-will employer. Nothing contained in this Code or in other publications of the
Company is intended by the Company to be, nor shall it be construed as, an employment agreement or contract of
employment. As some states have laws governing the employment-at-will relationship, contacting the Human
Resources Department prior to discharging any Employee can help ensure the legality of these involuntary
separations.

|XVIII. | WAIVERS
OF THE CODE OF BUSINESS CONDUCT AND ETHICS
|------ | --------------------------------------------------

No
provision of this Code may be waived for a member of the Companys Board of Directors, an Executive
Officer, or a senior financial or accounting officer of the Company, except upon the written approval of the
Audit Committee. Any such waiver of any provision of this Code for categories of persons specified in SEC
rulemaking under Section 406 of the Sarbanes-Oxley Act of 2002 or applicable NASD rules must be promptly
publicly disclosed to the Companys stockholders under Item 5.05 of Form 8-K.

The
provisions of this Code may be waived for persons who are not Directors,
Executive Officers, or senior financial or accounting officers by the Ethics
Officer.

|XIX. | DISSEMINATION;
DISTRIBUTION AND CERTIFICATION
|---- | ---------------------------------------------

This
Code will be posted on our website and notice of this Code will be physically posted at each Company office
and facility in the appropriate locations. This Code and any amendments or waivers thereto will also be
disseminated by the Company as and to the extent required by the applicable rules of the SEC and
NASD.

At commencement of employment,
and on a periodic basis thereafter, all Employees will be provided with a copy of this Code and will be
required to execute the attached Compliance Certificate.

|
|
|

COMPLIANCE
CERTIFICATE

I
have read and understand the Companys Code of Business Conduct and Ethics (the Code). I will
adhere in all respects to the ethical and business conduct standards described in the Code. I further confirm
my understanding that any violation of the Code will subject me to appropriate disciplinary action, which may
include demotion or discharge.

I
certify to the Company that I am not in violation of the Code, unless I have noted such violation in a signed
Statement of Exceptions attached to this Compliance Certificate.

|Date: |                      |  | 
|----- | -------------------- |  | 
|      | Name:Title/Position:

Check one of the following:

|_|  A Statement of Exceptions is
attached.

|_|  No Statement of Exceptions is
attached.