Exhibit (p)(1): Code of Ethics for the de Leon Funds Trust
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AMENDED AND RESTATED
CODE OF ETHICS
Of
DE LEON FUNDS TRUST
(Adopted as of August 16, 2000)
WHEREAS, de Leon Funds Trust ("Trust"), is a registered investment
company under the Investment Company Act of 1940, as amended ("1940 Act"), which
is authorized to issue its shares of beneficial interest in separate series
representing the interests in separate funds of securities and other assets
(each a "Fund");
WHEREAS, the Trust, as of the date first written above, consists of two
series, the de Leon Internet 100 Fund and the Internet 100 Equal Weighted Fund,
for which de Leon Capital Management, L.L.C. ("Advisor") serves as the
investment adviser;
WHEREAS, Rule 17j-1 under the 1940 Act makes it unlawful for certain
persons, including Trustees, officers, and other investment personnel of the
Trust and any Fund of the Trust, to engage in fraudulent, manipulative, or
deceptive conduct in connection with their personal trading of securities "held
or to be acquired" by any Fund of the Trust;
WHEREAS, Rule 17j-1 under the 1940 Act requires the Trust and the
Advisor to adopt a code of ethics and to establish procedures reasonably
designed to: (i) govern the personal securities activities of Access Persons, as
defined herein; (ii) with respect to those personal securities transactions,
prevent the employment of any device, scheme, artifice, practice, or course of
business that operates or would operate as a fraud or deceit on the Trust or any
Fund; and (iii) otherwise prevent personal trading prohibited by the Rule;
WHEREAS, the policies, restrictions, and procedures included in this
Amended and Restated Code of Ethics ("Code") are designed to prevent violations
of Rule 17j-1 under the 1940 Act; and
WHEREAS, the Trust desires to amend its existing
Code to reflect recent amendments to Rule 17j-1;
NOW, THEREFORE, the Trust hereby adopts this Code for the Trust and
each Fund of the Trust to read in its entirety as follows:
A. Unlawful Actions
Rule 17j-1(b) under the 1940 Act makes it unlawful for any Trustee,
officer or other Access Person of the Trust, in connection with the
purchase or sale by such person of a "security held or to be acquired"
by any Fund of the Trust:
1. To employ any device, scheme, or artifice to defraud the Trust
or a Fund;
2. To make to the Trust or a Fund any untrue statement of a
material fact or omit to state to the Trust or a Fund a
material fact necessary in order to make the statements made,
in light of the circumstances under which they are made, not
misleading;
3. To engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon the Trust
or a Fund; or
4. To engage in any manipulative practice with respect to the
Trust or a Fund.
B. Definitions
1. "Access Person" shall mean: (a) any trustee, director,
officer, general partner, or advisory person (as defined
below) of the Trust or any Fund of the Trust or the Advisor
thereof; or (b) any director, officer, or general partner of a
principal underwriter for the Trust or any Fund of the Trust
who, in the ordinary course of his or her business, makes,
participates in, or obtains information regarding the purchase
or sale of securities for any Fund of the Trust for which the
principal underwriter so acts or whose functions or duties as
part of the ordinary course of his or her business relate to
the making of any recommendation to any Fund of the Trust
regarding the purchase and sale of securities.
2. An "Advisory Person" shall mean any employee of the Trust or
any Fund of the Trust or of the Advisor (or of any company in
a control relationship thereto) who, in connection with his or
her regular functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of
securities for any Fund of the Trust or whose functions relate
to the making of any recommendations with respect to such
purchases or sales, and any natural person in a control
relationship with the Trust or any Fund of the Trust or the
Advisor who obtains information concerning recommendations
made to any Fund of the Trust regarding the purchase or sale
of Covered Securities by the Fund.
3. "Beneficial Ownership" for the purposes of this Code shall be
interpreted in a manner that is consistent with Section 16 of
the Securities Exchange Act of 1934, as amended ("1934 Act"),
and Rule 16a-1(a)(2) thereunder, which generally speaking,
encompasses those situations in which the beneficial owner has
the right to enjoy some direct or indirect "pecuniary
interest" (i.e., some economic benefit) from the ownership of
a security. Any report of beneficial ownership required
thereunder shall not be construed as an admission that the
person making the report has any direct or indirect beneficial
ownership in the Covered Securities to which the report
relates.
4. "Code" shall mean the Code of Ethics of the Trust.
5. "Control" shall have the meaning set forth in Section 2(a)(9)
of the 1940 Act.
6. "Covered Security" means a "security" as set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include:
(a) direct obligations of the U.S. Government; (b) bankers'
acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments, including
repurchase agreements; and (c) shares of registered open-end
investment companies.
7. "Disinterested Trustee" of the Trust means a Trustee who is
not an "interested person" of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act. An "interested person" of
the Trust includes any person who is a trustee, director,
officer, employee, or owner of 5% or more of the outstanding
stock of the Advisor or principal underwriter for any Fund of
the Trust. Affiliates of brokers or dealers are also
"interested persons" of the Trust, except as provided in Rule
2a19-1 under the 1940 Act.
8. "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, as amended ("1933
Act"), the issuer of which, immediately before the
registration, was not subject to the reporting requirements of
Sections 13 or 15(d) of the 1934 Act.
9. "Investment Personnel" of a Fund or the Advisor means: (a) any
employee of the Trust or any Fund or the Advisor (or any
company in a control relationship to the Trust, Fund or the
Advisor) who, in connection with his or her regular functions
or duties, makes or participates in making recommendations
regarding the purchase or sale of securities by any Fund; or
(b) any natural person who controls the Trust, Fund or the
Advisor and who obtains information concerning recommendations
made to any Fund regarding the purchase or sale of securities
by any Fund.
10. "Limited Offering" means an offering that is exempt from
registration under the 1933 Act pursuant to Section 4(2) or
Section 4(6) or pursuant to Rules 504, 505 or 506 under the
1933 Act.
11. "Purchase or sale of a Covered Security" includes, among other
things, the writing of an option to purchase or sell a Covered
Security.
12. "Review Officer" means, with respect to the Trust, the
Secretary of the Trust or such other person(s) as may be
designated by the Board of Trustees of the Trust. In this
regard, the Advisor and the principal underwriter of the Trust
("Distributor") each shall appoint a compliance officer, which
person shall be designated by the Board of Trustees of the
Trust as a "Review Officer" with respect to the Advisor or the
Distributor, as applicable. The purpose of this arrangement is
for each such compliance officer of the Advisor or Distributor
to monitor compliance with this Code of Ethics with respect to
all Access Persons covered hereunder who are associated with
the Advisor or Distributor, as applicable, including:
approving personal securities transactions and receiving
reports for all Access Persons hereunder who are associated
with the Advisor or Distributor. In turn, the Review Officer
of the Advisor and the Distributor shall report at least
quarterly to the Secretary of the Trust all violations of this
Code, or any other code of ethics to which an Access Person
may be subject and which covers that Access Person's duties
and responsibilities with respect to the Funds ("Related
Code"), that occurred during the past quarter. The Review
Officer of the Trust shall: (a) approve transactions, receive
reports and otherwise monitor compliance with this Code of
Ethics with respect to all Access Persons not otherwise
associated with the Advisor or the Distributor; (b) receive
reports from any other Review Officer designated hereunder;
(c) report at least quarterly to the Board of Trustees of the
Trust all violations of this Code and any Related Code that
occurred during the past calendar quarter; and (d) report at
least annually to the Board of Trustees the information listed
in Section D.7. below.
13. A Covered Security is for purposes of this Code being "held or
to be acquired" by any Fund if, within the most recent 15
days, the Covered Security: (a) is or has been held by a Fund;
(b) is being held or has been considered by a Fund or the
Advisor for purchase by the Fund; or (c) any option to
purchase or sell, any Covered Security convertible into or
exchangeable for, a Covered Security described in (a) or (b)
of this paragraph.
14. A Covered Security is "being considered for purchase or sale"
when, among other things, a recommendation to purchase or sell
a security for a Fund has been made and communicated and, with
respect to the person making the recommendation, when such
person seriously considers making such a recommendation.
C. Statement of General Principles on Personal Investment Activities
1. No Violations of Rule 17j-1: It is the policy of the Trust
that no "Access Person" of the Trust or of a Fund shall engage
in any act, practice or course of conduct that would violate
the provisions of Rule 17j-1(b) or this Code.
2. Disclosure of Interested Transactions: No Access Person shall
recommend any transactions with respect to a Covered Security
by any Fund of the Trust without first disclosing his or her
interest, if any, in such Covered Securities or the issuer
thereof, including without limitation:
a.any direct or indirect Beneficial Ownership of any Covered
Securities of such issuer;
b.any contemplated transaction by such Access Person in such
Covered Securities;
c.any position with the issuer of the Covered Securities or
its affiliates; and
d.any present or proposed business relationship between the
issuer of the Covered Securities or its affiliates and such
Access Person or any entity in which such Access Person has
a significant interest.
3. Initial Public Offerings ("IPOs"): No Investment Personnel
shall acquire, directly or indirectly, any Beneficial
Ownership in any IPO with respect to any Covered Security
without first obtaining prior approval of the appropriate
Review Officer for that Investment Personnel, which Review
Officer: (a) has been provided by such Investment Personnel
with full details of the proposed transaction (including
written certification that the investment opportunity did not
arise by virtue of the Investment Personnel's activities on
behalf of the Trust or any Fund); and (b) has concluded, after
consultation with other Investment Personnel of the Trust or
the relevant Fund (who have no personal interest in the issuer
involved in the IPO), that the Trust or the relevant Fund has
no foreseeable interest in purchasing such IPO.
4. Limited Offerings: No Investment Personnel shall acquire,
directly or indirectly, Beneficial Ownership of a Limited
Offering without first obtaining the prior written approval of
the Review Officer of the Advisor, which Review Officer: (a)
has been provided by such Investment Personnel with full
details of the proposed transaction (including written
certification that the investment opportunity did not arise by
virtue of the Investment Personnel's activities on behalf of
the Trust or any Fund); and (b) has concluded, after
consultation with other Investment Personnel of the Trust or
the relevant Fund (who have no personal interest in the issuer
involved in the Limited Offering), that the Trust or the
relevant Fund has no foreseeable interest in purchasing such
Limited Offering.
5. Exempt Transactions: The prohibited activities set forth in
this Section C. shall not apply to:
a.purchases or sales effected in any account over which such
person has no direct or indirect influence or control;
b.purchases or sales that are nonvolitional on the part of the
person or any Fund of the Trust;
c.purchases that are part of an automatic dividend
reinvestment plan;
d.purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities,
to the extent such rights were acquired from such issuer,
and sales of such rights so acquired.
D. Procedures
1. Persons Required to Make Reports. In order to provide the
Trust with information to enable it to determine, with
reasonable assurance, whether the provisions of Rule 17j-1(b)
and this Code are being observed by its Access Persons:
a.Each Access Person shall submit reports to the relevant
Review Officer for that Access Person, in the appropriate
form attached hereto as Exhibits A-D, in order to provide
information with respect to all transactions in Covered
Securities in which the Access Person has, or by reason of
such transaction acquires, any direct or indirect Beneficial
Ownership, except for exempt transactions listed under
Section C.5 above. If the Access Person is a trustee,
director, officer, general partner or Advisory Person of the
Advisor, the reports required under this Code may be
submitted in the form required by the Advisor, provided the
report contains the information required herein.
b.No Disinterested Trustee need make a report with respect to
his initial holdings, as required by Section D.3. below, or
an annual report, as required by Section D.4 below solely by
reason of being a Trustee of the Trust.
c.No Disinterested Trustee need make any quarterly transaction
reports with respect to any Covered Security, as required by
Section D.2. below, unless the Disinterested Trustee knew at
the time of the transaction, or in the ordinary course of
fulfilling his official duties as a Trustee, should have
known, that during the 15-day period immediately preceding
or following the date of the transaction (or such period
prescribed by applicable law) such Covered Security was
purchased or sold, or was being considered for purchase or
sale, by any Fund.
d.No Access Person to the Advisor need make a quarterly
transaction report to the Advisor under this Code if all the
information in the report would duplicate information
required to be recorded under Rule 204-2(a)(12) or Rule
204-2(a)(13) under the Investment Advisers Act of 1940.
e.No Access Person need make a quarterly transaction report
under this Code if the quarterly transaction report would
duplicate information contained in broker trade
confirmations or account statements received by the Trust,
any Fund, or the Advisor with respect to the Access Person
in the time period required by this Code, if all of the
information required by this Code is contained in the broker
trade confirmations or account statements, or in the records
of the Trust, any Fund, or Advisor.
f.No person who is an Access Person by virtue of being a
director, officer or general partner of the Distributor need
make any report or certification required by this Section D
if such Access Person's report or certification would
duplicate information required to be reported under any
Related Code adopted by the Distributor (such exclusion from
the reporting and certification requirements of this Code,
however, shall not relieve the Distributor's Review Officer
from this Code's requirement to make certain reports to the
Trust's Review Officer).
g.Any Access Person who is an officer, director or employee or
otherwise an affiliated person of the Advisor shall submit
all reports required by this Code to the Review Officer for
that Access Person.
2. Quarterly Transaction Reports:
-----------------------------
a.Quarterly securities transaction reports shall be made by
every Access Person, other than those excepted in Section
D.1. above, no later than 10 days after the end of the
calendar quarter in which the securities transaction being
reported was effected, and shall contain the following
information:
i. the date of the transaction, the title, the interest
rate and maturity date (if applicable), the number of
shares, and the principal amount of each Covered
Security involved;
ii. the nature of the transaction (i.e., purchase, sale or
any other type of acquisition or disposition);
iii. the price of the Covered Security at which the
transaction was effected;
iv. the name of the broker, dealer, or bank with or
through whom the transaction was effected; and
v. the date that the report is submitted by the Access
Person.
b.In lieu of providing such quarterly transaction reports, an
Access Person may arrange for duplicate confirmations and
account statements to be provided directly to the Review
Officer for such Access Person no later than 10 days after
the end of each calendar quarter.
c.With respect to any account established by the Access Person
in which securities were held during the quarter for the
direct or indirect benefit of the Access Person, the
following information is required to be provided:
i. the name of the broker, dealer or bank with whom the
Access Person established the account;
ii. the date the account was established; and
iii. the date the report is submitted by the Access Person.
3. Initial Holdings Report. Unless otherwise excepted in Section
D.1. above, every Access Person must report to the relevant
Review Officer for that Access Person no later than 10 days
after that person becomes an Access Person, 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 Covered 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.
4. Annual Reports. Unless otherwise excepted under Section D.1.
above, every Access Person must annually report to the Trust,
no later than 30 days after the end of each calendar year, the
following information (which information must be current as of
a date no more than 30 days before the report is submitted):
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 Covered 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.
5. Certification of Compliance. Each Access Person is required to
annually certify to the Review Officer of the Trust that the
Access Person has read and understands this Code and
recognizes that he is subject to this Code. Further, each
Access Person is required to annually certify that he has
complied with all the requirements of the Code and that he has
disclosed or reported all personal securities transactions
required to be disclosed or reported pursuant to the
requirements of the Code. Such certification shall be in the
form attached hereto as Exhibit E, which shall be delivered
annually to the Trust's Review Officer. This requirement
applies to all Trustees, including the Disinterested Trustees.
6. Disclaimer of Beneficial Ownership. Any report by an Access
Person may contain a statement that it shall not be construed
as an admission by the person making the report that he has
any direct or indirect Beneficial Ownership in the security to
which the report relates.
7. Review by the Board of Trustees. At least quarterly, the
Review Officer shall prepare and provide a written report to
the Board of Trustees with respect to all issues that, under
the Code, have occurred since the last quarterly report to the
Board, including, but not limited to, information about
material violations of the Code or the procedures and
sanctions imposed in response to those material violations. In
addition, at least annually, the Review Officer shall certify
to the Board that the Trust and the Advisor have adopted
procedures reasonably necessary to prevent Access Persons from
violating the Code. With respect to the Advisor, the
certification by the Trust's Review Officer may be based upon
a certification provided to the Trust's Review Officer by the
Review Officer of the Advisor.
Upon discovery of a violation of this Code, the Board of
Trustees may impose such sanctions, as it deems appropriate.
At least annually, the Review Officer shall prepare and
provide a written report to the Board of Trustees:
a.All existing procedures concerning Access Persons' personal
investing activities and any procedural changes made during
the past year;
b.Any recommended changes to this Code or procedures; and
c.A summary of any violations that occurred during the past
year requiring significant remedial action.
8. Approval of Codes of Ethics of Any Investment Advisor. The
Board of Trustees, including a majority of the Disinterested
Trustees, must approve (a) the code of ethics of the Advisor
and any new investment adviser or sub-adviser to a Fund and
(b) any material changes to those codes. Prior to approving a
code of ethics for the Advisor or any new investment adviser
or sub-adviser, or any material change thereto, the Board must
receive a certification from such entity that it has adopted
procedures reasonably necessary to prevent Access Persons from
violating its code of ethics. The Board must approve the code
of ethics of the Advisor and any new adviser before initially
retaining the services of such party. The Board must approve a
material change to a code of ethics no later than six (6)
months after adoption of the material change.
9. Notices by Review Officer. The Review Officer shall notify
each Access Person and Investment Personnel who may be
required to preclear transactions and/or make reports pursuant
to the Code that such person is subject to the Code and shall
deliver a copy of this Code to each such person. Any
amendments to the Code shall be similarly furnished to each
such person.
E. Sanctions
1. Sanctions for Violations by Trustees, Executive Officers, and
Other Access Persons (Other than Disinterested Trustees). If
the Review Officer determines that a violation or apparent
violation of this Code has occurred, he shall so advise the
Board of Trustees of the Trust, and if a violation is
determined to have occured, such person may be subject to
sanctions, including, inter alia, a letter of censure or
suspension or termination of the employment of the violator.
Any financial profits realized by an Access Person or Advisory
Person through any prohibited personal trading activities
described in this Code may be required to be disgorged. All
material violations of the Code and any sanctions imposed as a
result thereto shall be reported at the next regularly
scheduled meeting to the Board of Trustees.
2. Sanctions for Violations by Disinterested Trustees. If the
Review Officer determines that any Disinterested Trustee, has
violated or apparently violated this Code, he shall so advise
the Chairman of the Trust, the President of the Trust, and
also the Disinterested Trustees (other than the person whose
transaction is at issue) and shall provide such persons with
the report, the record of pertinent actual or contemplated
portfolio transactions of any affected Fund and any additional
information supplied by such person. If a violation is
determined to have occurred, the Disinterested Trustees, at
their option, shall either impose such sanctions as they deem
appropriate or refer the matter to the full Board of Trustees
of the Trust, which shall impose such sanctions as it deems
appropriate.
F. Miscellaneous
1. Records. The administrator of the Trust shall maintain records
in the manner and to the extent set forth below, which records
may be maintained on microfilm under the conditions described
in Rule 31a-2(f) under the 1940 Act, and shall be available
for examination by representatives of the Securities and
Exchange Commission:
a.a copy of this Code and any other code that is, or at any
time within the past five years has been, in effect shall be
preserved in an easily accessible place;
b.a record of any violation of this Code, 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;
c.a copy of each report made pursuant to this Code 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;
d.a list of all persons who are required, or within the past
five years have been required, to make reports pursuant to
this Code shall be maintained in an easily accessible place;
e.a copy of each report of the Board shall be preserved by the
Trust for at least five years after the end of the fiscal
year in which it is made, the first two years in an easily
accessible place; and
f.the Trust shall preserve a record of any decision, and the
reasons supporting the decision to approve the acquisition
by any Investment Personnel of shares in any IPO or Limited
Offering for at least five years after the end of the fiscal
year in which the approval is granted, the first two years
in an easily accessible place.
2. Confidentiality. All reports of securities transactions and
any other information filed pursuant to this Code shall be
treated as confidential, except that the same may be disclosed
to the Board of Trustees of the Trust, to any regulatory or
self-regulatory authority or agency upon its request, or as
required by law or court or administrative order.
3. Amendment; Interpretation of Provisions. The Board of Trustees
of the Trust may from time to time amend this Code or adopt
such interpretations of this Code, as it deems appropriate.
<PAGE>
EXHIBIT A
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CODE OF ETHICS
DE LEON FUNDS TRUST
Securities Transaction Report
For the Calendar Quarter Ended: _______________________
(mo./day/yr.)
During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transaction
acquired, direct or indirect Beneficial Ownership, and which are required to be
reported pursuant to the de Leon Funds Trust's Code of Ethics.
<TABLE>
<S> <C> <C> <C> <C> <C>
-------------- ------------------- ----------------- --------------------- -------------------- -----------------------
Nature of
No. of Shares and Transaction
Price of the Date of the Principal Amount of (Purchase, Sale, Broker-Dealer or Bank
Security Transaction Transaction the Security Other) Through Whom Effected
-------------- ------------------- ----------------- --------------------- -------------------- -----------------------
</TABLE>
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transactions not
required to be reported because such securities are excluded from the definition
of "Covered Security" under the Code of Ethics of the de Leon Funds Trust, and
(iii) is not an admission that I have or had any direct or indirect Beneficial
Ownership in the securities listed above.
Dated: ___________________________ Signature: ________________________
<PAGE>
EXHIBIT B
---------
CODE OF ETHICS
DE LEON FUNDS TRUST
Initial Holdings Report
As of the below date, I held the following position in these
securities in which I may be deemed to have a direct or indirect Beneficial
Ownership, and which are required to be reported pursuant to the de Leon Funds
Trust's Code of Ethics:
--------------------- ------------ ------------------- -----------------------
Broker/Dealer or
No. of Principal Bank Where
Security Shares Amount Account is Held
--------------------- ------------ ------------------- -----------------------
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transactions not
required to be reported because such securities are excluded from the definition
of "Covered Security" under the Code of Ethics of the de Leon Funds Trust, and
(iii) is not an admission that I have or had any direct or indirect Beneficial
Ownership in the securities listed above.
Dated: ___________________________ Signature: ________________________
<PAGE>
EXHIBIT C
---------
CODE OF ETHICS
DE LEON FUNDS TRUST
Account Establishment Report
For the Calendar Quarter Ended _________________
During the quarter referred to above, the following accounts were
established for securities in which I may be deemed to have a direct or indirect
Beneficial Ownership, and is required to be reported pursuant to the de Leon
Funds Trust's Code of Ethics:
----------------------------------------------------- ----------------------
Broker/Dealer or
Bank Where Date
Account Was Account Was
Established Established
----------------------------------------------------- ----------------------
Date: ____________________________ Signature: _________________________
<PAGE>
EXHIBIT D
---------
CODE OF ETHICS
DE LEON FUNDS TRUST
Annual Holdings Report
As of December 31, ______, I held the following positions in
securities in which I may be deemed to have a direct or indirect Beneficial
Ownership, and which are required to be reported pursuant to de Leon Funds
Trust's Code of Ethics:
------------------------- ------------ -------------- -----------------------
Broker/Dealer or
No. of Principal Bank Where
Security Shares Amount Account is Held
------------------------- ------------ -------------- -----------------------
This report is not an admission that I have or had any direct or
indirect Beneficial Ownership in the securities listed above.
Date: ____________________________ Signature: _________________________
<PAGE>
EXHIBIT E
---------
CODE OF ETHICS
DE LEON FUNDS TRUST
Annual Certificate Of Compliance
For the Calendar Year Ended _________________________
(mo./day/yr.)
As an Access Person as defined in de Leon Funds Trust's Code of Ethics
adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940, as
amended ("Code"), I hereby certify that I have read and understand the Code,
recognize that I am subject to the Code, and intend to comply with the Code. I
further certify that, during the calendar year specified above, and since my
last Certificate of Compliance under the Code, I have complied with the
requirements of the Code and have disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the requirements
of the Code.
__________________________
Signature
__________________________
Name (Please Print)
<PAGE>
DE LEON FUNDS TRUST
ADOPTION OF PROCEDURES PURSUANT TO RULE 17j-1 OF
THE INVESTMENT COMPANY ACT OF 1940
Pursuant to Rule 17j-1(c) under the Investment Company Act of 1940, as
amended, de Leon Capital Management, L.L.C. does hereby certify that it has
adopted procedures reasonably necessary to prevent "Access Persons" from
violating its Code of Ethics.
IN WITNESS WHEREOF, of the undersigned Compliance Officer has executed
this certificate as of ______________________, 2000.
__________________________
[Name]
__________________________
[Title]
