INDUSTRY LEADERS FUND®

AMENDED AND RESTATED CODE OF ETHICS


INTRODUCTION

This Amended and Restated Code of Ethics ("Code of Ethics") has been
implemented by the Industry Leaders Fund® (the "Fund") pursuant to Section 17(j) of the
Investment Company Act of 1940 (the "1940 Act") and Rule 17j-1 promulgated
thereunder, requiring the Fund to adopt and enforce a Code of Ethics reasonably designed
to prevent Fund Trustees, personnel and related persons from insider trading and/or
defrauding the Fund with respect to purchases or sales of securities.

The U.S. Securities and Exchange Commission (the "Commission") monitors
compliance with ethics rules quite closely and has regularly sanctioned insiders who fail
to observe this aspect of the mutual fund regulatory regime. Typical penalties include
substantial fines, prohibitions from receiving Fund compensation for extended periods,
disgorgement of profits and unwinding of trades. It is therefor imperative that Fund
personnel read and understand this Code of Ethics, and recognize that they are subject by
law to the conditions specified herein.

Fund personnel shall at all times be subject to the highest fiduciary standards so as
to avoid even an appearance of a conflict of interest or the potential for any abuse of an
individual's position of trust and responsibility.

This Code of Ethics for the Fund is premised on the facts and circumstances
contemplated to be in effect with respect to the investment strategy described in the
Fund's prospectus. If the Fund's investment strategy changes at any time, the Board shall
promptly review this Code of Ethics and implement amendments so as to comport with
the policies underlying Section 17 of the 1940 Act and Rule 17j-1 thereunder.

All Fund Personnel are encouraged to contact Fund counsel with any questions or
comments regarding this Code of Ethics.

REGULATORY STANDARDS

This Code of Ethics for the Fund is promulgated in compliance with the
requirements of 1940 Act Rule 17j-1, a copy of which is attached hereto as Exhibit B.

Conflicts of interest between mutual fund personnel and the assets they manage
can arise when such personnel buy or sell securities for their own accounts. These
conflicts arise because personnel may have the opportunity to profit from information
about the mutual fund's transactions, often to the detriment of the mutual fund's investors.
The 1940 Act and Rules thereunder address the potential for conflicts of interest by the
following:

(a) Prohibiting fraudulent, deceptive or manipulative acts by Fund
affiliates and certain other persons in connection with their personal transactions
in securities held or to be acquired by the Fund;

(b) Requiring the Fund and its investment adviser and principal
underwriters to adopt codes of ethics containing provisions reasonably necessary
to prevent their "Access Persons" from engaging in conduct prohibited by the
Rule;

(c) Requiring "Access Persons" to report their personal securities
transactions to a designated Fund compliance officer who has been duly appointed
by the Board (the "Compliance Officer"); and

(d) Imposing detailed record-keeping requirements.

In addition to the Rules of the 1940 Act, all Fund Personnel are subject to the
broad scope of Securities Exchange Act of 1934, as amended ( the "1934 Act")
prohibiting trading on the basis of inside information. Notwithstanding any permissible
trading exceptions provided in this Code of Ethics, Fund Personnel may not trade in any
security on the basis of material non-public information relevant to the Fund or any other
public company. Fund Personnel must not act on or communicate such information to
anyone else until the information has been widely disseminated to the public and not less
than 48 hours days after such information has been distributed in a press release,
newspaper or broadcast public media.

As a practical matter, it is sometimes difficult to determine whether confidential
information you possess constitutes "material" inside information. Insider trading is a
complex area of the law. There are many circumstances in which an individual may
legitimately be confused about the application of this rule. The key to determining
whether any non-public information you possess is "material" is whether dissemination of
the information would (i) have an affect on the market price of a company's stock or (ii)
be considered important by a reasonable investor who is considering trading in that
company's stock. Certainly, if the information makes you want to buy or sell, it would
probably have the same effect on others. In these situations a simple question to Fund
counsel may forestall disciplinary action and/or civil or criminal proceedings.


FIDUCIARY STANDARDS

In connection with their personal investment activities, the Fund's trustees,
officers, employees, advisors and consultants, (collectively, "Fund Personnel") must abide
by the following general fiduciary standards:

(1) The duty at all times to place the interests of shareholders first;

(2) The requirement that all personal securities transactions be
conducted consistent with this Code of Ethics and in such a manner as to avoid any
actual, potential or appearance of a conflict of interest or any abuse of an individual's
position of trust and responsibility; and

(3) The fundamental standard that Fund Personnel should avoid even
the appearance of impropriety and not take inappropriate advantage of their positions.


CODE RESTRICTIONS ON INVESTING ACTIVITIES


General Definitions

"Access Person" includes the following persons:

(i) Any director, officer, general partner or Advisory Person of the
Fund or of the Fund's investment adviser;

(ii) The Fund's principal underwriter and any director, officer, or
general partner of the principal underwriter who in the ordinary course of his business
makes, participates in or obtains information regarding the purchase or sale of securities
for the Fund or whose functions or duties as part of the ordinary course of his business
relate to the making of any recommendation to the Fund regarding the purchase or sale of
securities.

(iii) Any "Advisory Person" to the Fund.

"Advisory Person" means:

(i) Any employee of the Fund (or of any company in a control
relationship to the Fund) who, in connection with his regular functions or duties, makes,
participates in, or obtains information regarding the purchase or sale of a security by the
Fund or whose functions relate to the making of any recommendations with respect to
such purchases or sales; and

(ii) Any natural person in a "control" relationship with the Fund who
obtains information concerning recommendations made to the Fund with regard to the
purchase or sale of a security. "Control" means 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.

Premises for a "Remote Access Person"

The following premises have prompted the Board to provide for a particular set of
exceptions applicable to a subset of Access Persons:

(i) The investment strategy of the investment adviser as adopted by the Fund
is based solely on the Industry Leaders Strategy Model^TM (the "Strategy Model");

(ii) The Strategy Model contemplates static and closely defined parameters for
investment of Fund assets;

(iii) The Strategy Model limits consideration of Fund investments to a
narrowly defined universe of common stock;

(iv) The Strategy Model permits acquisition of securities from such universe
only where the respective companies are industry leaders as a function of their book
value;

(v) In most cases, the securities in such universe are "large value" with a
market capitalization of over $1 billion;

(vi) In most cases, the securities in such universe are high volume, widely
traded stocks;

(vii) The volume anticipated to be traded by the Fund is expected to be
negligible and therefore likely to have no appreciable affect on the trading price of any
security held or considered to be held by the Fund;

(viii) All Strategy Model trading information is widely publicly available at the
time the investment advisor considers and/or executes trades of stocks within the Strategy
Model universe; and

(ix) By virtue of operation of the Strategy Model, the Fund's Investment
Advisor, Claremont Investment Partners LLC, has no discretionary power over trades on
behalf of the Fund.

On the basis of the foregoing, the Board has determined that trading in certain
securities by "Remote Access Persons" (as defined below), where otherwise limited
and/or prohibited with respect to Access Persons, shall be permitted within the limitations
specified herein. The Board, upon due consideration, has further determined that such
trading by Remote Access Persons will not result in contravention of the 1940 Act Rule
17j-1 and its underlying policies prohibiting fraudulent, deceptive or manipulative acts,
nor are such exceptions expected to facilitate violations of the rules and regulations
against insider trading or taint the fiduciary capacity of any such Remote Access Person's
duties to the Fund and its shareholders.

In the event any Fund portfolio transaction exceeds 0.5% of the market
capitalization of any one issuer within the universe of the Strategy Model, the Board shall
promptly re-assess the exceptions provided for herein and institute revised rules under
this Code of Ethics as may be necessary to assure compliance with the 1940 Act and the
maintenance of high fiduciary standards for Fund Personnel.

Definition of a "Remote Access Person"

An Access Person may be classified as a "Remote Access Person" provided that
such Access Person meets all of the following criteria:

(a) who, in connection with his or her duties, does not have active
access to the Strategy Model concerning allocation of the Fund's assets or other
information regarding specific acquisition or disposition of securities in accordance with
the Strategy Model;

(b) does not participate in Fund determinations of which
recommendations shall be made;

(c) whose principal function or duties do not relate to the
determination of which recommendation shall be made; and

(d) does not recommend Fund purchases or sales of securities.

Unless otherwise explicitly specified in this Code of Ethics, a Remote Access
Person shall be subject to any and all of the same rules and restrictions herein imposed on
Access Persons.

Identity of Access Persons and Remote Access Persons

The Fund Compliance Officer shall at all time maintain a list of Access Persons,
which shall be updated promptly upon any changes in Fund Personnel who are within the
scope of the definition of "Access Person" as set forth above. The Fund Compliance
Officer shall also maintain a list of Fund Personnel who are classified as Remote Access
Persons. The list of Remote Access Persons shall be promptly updated upon any changes
in the duties of Fund Personnel and/or upon any changes in the availability of Fund
portfolio information or trading information to Fund Personnel.

Personal Trading Limitations:

Access Person Prohibitions

Access Persons may not execute a securities transaction on a day during which the
Fund has a pending "buy" or "sell" order in that same security until that order is executed
or withdrawn. Any unauthorized trades within the proscribed periods must be unwound
and any profits realized on such trades must be disgorged to the Fund. For purposes of
facilitating compliance with the foregoing limitations, the Fund Compliance Officer shall
at all times maintain an updated list of all securities that the Fund is trading or is
considering for purchase or sale. Prior to executing a securities transaction in any
security that the Fund may own, the Access Person must first obtain pre-clearance from
the Fund Compliance Officer that the Fund has no pending "buy" or "sell" order in the
security which is the subject to of such consideration.

Remote Access Persons Exception

Remote Access Persons may make purchases or sales of securities of "large value"
issuers having a market capitalization of $1 billion or more without obtaining pre-
clearance from the Fund Compliance Officer.

In the event any Remote Access Person obtains access to, or actual knowledge of,
recommendations for specific transactions contemplated or executed by the Fund, such
Remote Access Person shall become subject to the same trading restrictions, including
pre-clearance requirements, as an Access Person, for a period of sixty (60) days after the
last such date on which the Remote Access Person obtained access to, or actual
knowledge of, recommendations for specific Fund transactions. The Fund Compliance
Officer shall at all times maintain a record of all such persons and all relevant thereof.
dates.

General Trading Exceptions

All Fund Personnel, including Access Persons, may trade in the following
securities without pre-clearance:

(i) Any securities that the Fund is prohibited from acquiring as set
forth under the fundamental and non-fundamental investment restrictions of the Fund
described in the Fund's Statement of Additional Information and which securities are not
on the Fund's Restricted List;

(ii) Money market instruments;

(iii) Government securities; and

(iv) Securities issued by open-end investment companies.

Ban on Short-Term Trading Profits

All Fund Access Persons are prohibited from profiting in the purchase and sale, or
sale and purchase, of the same (or derivative thereof) securities, held by the Fund within
60 calendar days. Remote Access Persons are excepted from this provision to the extent
provided for under the Remote Access Persons Exception above. Any profits realized on
such short-term trades must be disgorged to the Fund.

Gifts

All Fund Personnel are prohibited from receiving any gift or other thing of more
than de minimis value from any person or entity that does business with or on behalf of
the Fund.

Service as a Director of a Publicly Traded Company

Access Persons are prohibited from serving on the boards of directors of publicly
traded companies, except with prior authorization from the independent Trustees, based
upon a determination that the proposed board service would not be inconsistent with the
interests of the Fund and its shareholders. Access Persons serving as directors of
companies whose securities are traded by the Fund will be isolated from those making
investment decisions with respect to the securities of such companies through "Chinese
Wall" or other procedures.

Initial Public Offerings and Private Placements

Access Persons are prohibited from acquiring securities in initial public offerings
or private placements unless pre-clearance is obtained from a Fund Compliance Officer.


COMPLIANCE PROCEDURES

Holdings, Pre-Clearance and Quarterly Reports

(1) Except as otherwise provided for herein, each Access Person must report
to the Fund Compliance Officer personal securities investments with respect to
transactions in any security the Fund holds or could hold, in which such Access Person
has, or by reason of such transaction acquires, any direct or indirect beneficial ownership
in the security, in accordance with the time periods set forth below. Any such report may
contain a statement that the report shall not be construed as an admission by the person
making such report that he or she has any direct or indirect beneficial ownership in the
security to which the report relates. Pre-clearance may be obtained verbally provided that
the Fund Compliance Officer simultaneously makes an entry in the Fund compliance log
detailing the authorized trade.

(2) Every report required to be made pursuant to the foregoing paragraph shall
be made not later than 10 days after the end of the calendar quarter in which the holdings
and/or transaction to which the report relates were effective and must contain the
following information:

(i) The date of the transaction, the title and the number of shares, and
the principal amount of each security involved;

(ii) The nature of the transaction (i.e., purchase, sale or any other type
of acquisition or disposition);

(iii) The price at which the transaction was effected; and

(iv) The name of the broker, dealer or bank with or through whom the
transaction was effected.

(3) Notwithstanding the provision of the first paragraph of this section, no
person shall be required to make a report:

(i) With respect to transactions effected for any account over which
such person does not have any direct or indirect influence or control;

(ii) If such person is (a) not an "interested person" of the Fund within
the meaning of section 2(a)(19) of the 1940 Act, and (b) would be required to make such
a report solely by reason of being a trustee, except where such trustee knew or, in the
ordinary course of fulfilling his official duties as a trustee of the Fund, should have
known, that during the 15-day period immediately preceding or after the date of the
transaction in a security by the trustee such security is or was purchased or sold by the
Fund or such purchase or sale by the Fund is or was considered by the Fund or its
investment adviser;

(iii) Where the principal underwriter, as to which such person is an
Access Person, (A) is not an affiliated person of the Fund or any investment adviser of the
Fund, and (B) has no officers, directors, or general partners who serve as officers,
directors or general partners of the Fund or any such investment adviser; or

(iv) Where a report made to an investment adviser would duplicate
information recorded pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the
Investment Advisers Act of 1940.

(4) The Compliance Officer shall identify all persons who are under a duty to
make reports under this Code of Ethics and shall inform such persons of such duty.

(5) For the foregoing purposes, "beneficial ownership" shall be interpreted in
the same manner as it would be in determining whether a person is subject to the
provisions of Section 16 of the 1934 Act and the rules and regulations thereunder, except
that the determination of direct or indirect beneficial ownership shall apply to all
securities which the Access Person has or acquires. The relevant portions of the
definition of the 1934 Act definitions of "beneficial ownership" are attached hereto as
Exhibits C and D.

(6) Notwithstanding the foregoing, Remote Access Persons shall not be
obliged to file quarterly and annual transaction reports for transactions in securities that
were executed pursuant to the Remote Access Person Exception above.

Preservation of Records

The Fund shall, at its principal place of business, maintain records in the manner
set forth below, and make such records available to the Commission or any representative
thereof at any time and from time to time for reasonable periodic, special or other
examination:

(1) A copy of this and any other Code of Ethics which is, or at any time within
the past five years has been, in effect shall be preserved in an easily accessible place;

(2) A record of any violation of such code of ethics, and of 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 years following the end of the fiscal year in which the violation occurs;

(3) A copy of each report made by an access person pursuant to this rule shall
be preserved for a period of not less than five years from the end of the fiscal year in
which it is made, the first two years in an easily accessible place; and

(4) A list of all persons who are, or within the past five years have been,
required to make reports pursuant to this section shall be maintained in an easily
accessible place.

Disclosure of Personal Holdings

Fund Access Persons must disclose all personal securities holdings upon
commencement of employment and on an annual basis, provided, however, that Remote
Access Persons shall not be obliged to file quarterly and annual transaction reports for
transactions in securities that were executed pursuant to the Remote Access Person
Exception above and/or disclose personal holdings with respect to any securities that may
not be purchased under the Strategy Model nor under the Fund's fundamental and non-
fundamental investment restrictions.

Privacy and Confidentiality of Records

The Fund shall maintain the privacy and confidentiality of any and all records
submitted in compliance with this Code of Ethics and shall not disclose any such records,
or portion thereof, to any unauthorized person(s) except as required by law.

Certification of Compliance With Code of Ethics

The Fund will conduct periodic information/education sessions to explain this
Code of Ethics to Fund Personnel. Fund Access Persons are required to certify annually
that they have read and understand this Code of Ethics and recognize that they are subject
thereto. Further, Access Persons must certify annually that they have complied with the
requirements of this Code of Ethics and that they have disclosed or reported all personal
securities transactions required to be disclosed or reported pursuant to the requirements of
this Code of Ethics.

Review by the Board of Trustees

Fund management must prepare an annual report to the Board that details all
procedures concerning personal investing by Fund Personnel and any changes in such
procedures made during the past year; identifies any actual or alleged violations requiring
remedial action during the past year; and any recommended changes in existing
restrictions or procedures based upon the Fund's experience under this Code of Ethics,
evolving industry practices, or developments in applicable laws or regulations.

Additional Disclosure

The Fund will include in its prospectuses or in its Statements of Additional
Information, disclosures concerning whether or not Access Persons are permitted to
engage in personal securities transactions, and, if so, general restrictions and procedures
thereof.

Compliance Officer Pre-Clearance and Disclosure

With respect to any and all disclosure required to be made by the Fund
Compliance Officer in an individual capacity, the Fund Compliance Officer shall provide
disclosure to the Chairman of the Board of Trustees (the "Chairman") in the same manner
any other party subject to this Code would otherwise be prescribed to report to and/or
obtain pre-clearance from the Fund Compliance Officer, and the Chairman shall record
any and all disclosures, reports and/or pre-clearances with the books and records of the
Code as provided above.


CODE VIOLATIONS AND SANCTIONS


Alleged violations of the Code of Ethics shall be reviewed by the Board, or a duly
designated committee. Disgorgement of profits and unwinding of trades are required in
all cases involving unauthorized trading in contravention of the Code of Ethics.
Additional specified sanctions apply to any offender who is found by the Board to have
violated the Code of Ethics, including, without limitation, warnings for initial violations,
disgorgement of profits to charity, and/or termination for multiple violations. All Code of
Ethics sanctions shall be documented and filed in accordance with the requirements for
maintenance of reports, as set forth above.

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