EX-99.D 2 ex99d1.htm Exhibit No. EX-99.d.1

                                                           Exhibit No. EX-99.d.1

                          INVESTMENT ADVISORY AGREEMENT


     THIS  AGREEMENT,  made by and  between  Academy  Funds  Trust,  a  Delaware
statutory trust (the "Trust"), on behalf of the each series listed on Schedule A
(each a "Fund" and  collectively,  the "Funds"),  and Academy Asset  Management,
LLC, a Delaware limited liability company (the "Advisor").

                              W I T N E S S E T H:

     WHEREAS, the Trust has been organized and operates as an investment company
registered under the Investment Company Act of 1940, as amended (the "1940 Act")
and  engages  in the  business  of  investing  and  reinvesting  its  assets  in
securities and other investments; and

     WHEREAS,  the  Advisor  is  a  registered   investment  adviser  under  the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and engages in
the business of providing investment management services; and

     WHEREAS,  the Trust's  Board of Trustees  (the  "Board")  has  selected the
Advisor to serve as the  investment  adviser for the Funds  effective  as of the
date of this Agreement.

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
the sufficiency of which is hereby acknowledged,  and each of the parties hereto
intending to be legally bound, it is agreed as follows:

     1. The Trust, on behalf of the Funds,  hereby employs the Advisor to manage
the investment and reinvestment of each Fund's respective assets, subject to the
direction of the Board and the officers of the Trust,  for the period and on the
terms  hereinafter  set forth.  The Advisor hereby  accepts such  employment and
agrees  during such  period to render the  services  and assume the  obligations
herein set forth for the compensation  herein  provided.  The Advisor shall, for
all  purposes  herein,  be deemed to be an  independent  contractor,  and shall,
unless otherwise expressly provided and authorized, have no authority to act for
or to  represent  the Trust or the Funds in any way,  or in any way be deemed an
agent of the Trust or the Funds.  The Advisor shall  regularly make decisions as
to what  securities to purchase and sell on behalf of the Funds and shall record
and implement such  decisions and shall furnish the Board with such  information
and reports  regarding each Fund's  investments as the Advisor deems appropriate
or as  the  Board  may  reasonably  request.  Subject  to  compliance  with  the
requirements  of the 1940 Act,  the Advisor may retain as a  sub-adviser  to the
Funds, at the Advisor's own expense, any investment adviser registered under the
Advisers Act.

     2. The Trust,  on behalf of the Funds,  shall  conduct its own business and
affairs  and shall bear the  expenses  and  salaries  necessary  and  incidental
thereto  including,  but not in limitation of the foregoing,  the costs incurred
in:  the  maintenance  of  its  corporate  existence;  the  maintenance  of  its
registration  statement under applicable federal  securities laws;  preparation,
filing and printing of its prospectus(es),  statement of additional  information
and  sales  literature;   the  maintenance  of  its  compliance   program;   the
compensation  of its compliance  officer(s);  the  maintenance of its own books,
records  and  procedures;  dealing  with its own  shareholders;  the  payment of
dividends;  transfer of stock, including issuance,  redemption and repurchase of
shares; preparation of share certificates;  reports and notices to shareholders;
calling and holding of shareholders'  meetings;  miscellaneous  office expenses;
brokerage  commissions;  custodian fees;  legal and accounting  fees; and taxes.
Members and  employees of the Advisor may be trustees,  officers or employees of
the Trust. In the conduct of the respective businesses of the parties hereto and
in the  performance  of this  Agreement,  the Trust may obtain  office space and
facilities from the Advisor and will reimburse the Advisor for its rent or other
expenses thereby incurred.

     3. (a) The Advisor shall place and execute Fund orders for the purchase and
sale of portfolio securities with  broker-dealers.  Subject to the obtaining the
best price and  execution  reasonably  available,  the Advisor is  authorized to
place orders for the purchase  and sale of  portfolio  securities  for the Funds
with  such  broker-dealers  as it may  select  from  time to  time.  Subject  to
subparagraph  (b) below,  the Advisor is also  authorized to place  transactions
with brokers who provide research or statistical  information or analyses to the
Funds,  to the Advisor,  or to any other  client for which the Advisor  provides
investment  advisory  services.  The Advisor also agrees that it will  cooperate
with the Trust to  allocate  brokerage  transactions  to brokers or dealers  who
provide benefits directly to the Funds; provided,  however, that such allocation
comports with applicable law including,  without limitation, Rule 12b-1(h) under
the 1940 Act.

     (b) Notwithstanding the provisions of subparagraph (a) above and subject to
such policies and  procedures as may be adopted by the Board and officers of the
Trust,  the  Advisor  is  authorized  to cause  the  Funds to pay a member of an
exchange,  broker or dealer an amount of  commission  for effecting a securities
transaction in excess of the amount of commission another member of an exchange,
broker or dealer  would have charged for  effecting  that  transaction,  in such
instances  where the  Advisor has  determined  in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services  provided by such member,  broker or dealer,  viewed in terms of either
that  particular  transaction  or the Advisor's  overall  responsibilities  with
respect  to the  Funds and to other  funds or  clients  for  which  the  Advisor
exercises investment discretion.

     (c) The Advisor is authorized to direct portfolio  transactions to a broker
that is an affiliated person of the Advisor or the Funds in accordance with such
standards and procedures as may be approved by the Board in accordance with Rule
17e-1 under the 1940 Act, or other rules promulgated by the U.S.  Securities and
Exchange  Commission  ("SEC").  Any transaction placed with an affiliated broker
must  (i) be  placed  at  best  execution,  and  (ii)  may  not  be a  principal
transaction.

     (d) The Advisor is  authorized  to  aggregate  or "bunch"  purchase or sale
orders for a Fund with orders for various  other  clients when it believes  that
such action is in the best interests of the Fund and all other such clients.  In
such an event,  allocation of the  securities  purchased or sold will be made by
the Advisor in accordance with the Advisor's written policy.

     4. (a) As compensation  for the services to be rendered to the Funds by the
Advisor under the provisions of this Agreement, the Trust on behalf of the Funds
shall pay to the Advisor from each Fund's respective assets an annual fee as set
forth on Schedule A.

     (b) If this Agreement is terminated prior to the end of any calendar month,
the  management fee shall be prorated for the portion of any month in which this
Agreement is in effect  according to the proportion which the number of calendar
days,  during which the Agreement is in effect,  bears to the number of calendar
days in the  month,  and  shall be  payable  within  10 days  after  the date of
termination.

     (c) The Advisor shall look exclusively to the assets of the respective Fund
for payment of the applicable advisory fee.

     5. The services to be rendered by the Advisor to the Trust on behalf of the
Funds  under  the  provisions  of  this  Agreement  are not to be  deemed  to be
exclusive, and the Advisor shall be free to render similar or different services
to others so long as its  ability to render the  services  provided  for in this
Agreement shall not be impaired thereby.

     6. The  Advisor,  its  members,  employees  and  agents may engage in other
businesses,   may  render  investment  advisory  services  to  other  investment
companies, or to any other corporation, association, firm, entity or individual,
and may render  underwriting  services to the Trust on behalf of the Funds or to
any  other  investment  company,  corporation,   association,  firm,  entity  or
individual.  In  accordance  with the Advisers  Act, if there is a change in the
membership of the Advisor,  which is a limited  liability  company,  the Advisor
shall,  within a  reasonable  time after such  change,  notify the Trust and the
Board of the change.

     7. In the absence of willful  misfeasance,  bad faith,  gross negligence or
reckless  disregard in the  performance of its duties to the Funds,  the Advisor
shall not be liable to the Trust,  the Funds or to any Trustee or shareholder of
the  Trust or the  Funds  for any loss or  damage  arising  from any  action  or
omission in the course of, or connected with,  rendering  services  hereunder or
for any losses that may be  sustained  in the  purchase,  holding or sale of any
investment or security, or otherwise.

     8. (a) This Agreement shall be executed and become effective as of the date
written below if approved by (i) the Board, including a majority of the Trustees
who are not parties to this  Agreement or interested  persons of such party (the
"Independent  Trustees"),  cast in person at a meeting called for the purpose of
voting on such  approval;  and (ii) the vote of a  majority  of the  outstanding
voting  securities of the Funds. It shall continue in effect for a period of two
years and may be renewed thereafter only so long as such renewal and continuance
is  specifically  approved  as  required  by the 1940 Act  (currently,  at least
annually  by the  Board  or by  vote of a  majority  of the  outstanding  voting
securities  of the Funds and only if the terms and the renewal  hereof have been
approved by the vote of a majority of the Independent  Trustees,  cast in person
at a meeting called for the purpose of voting on such approval).

     (b) No amendment  to this  Agreement  shall be  effective  unless the terms
thereof have been approved as required by the 1940 Act  (currently,  by the vote
of a majority of the  outstanding  voting  securities  of the Funds  unless such
shareholder  approval would not be required under applicable  interpretations by
the staff of the SEC,  and by the vote of a majority  of  Independent  Trustees,
cast in person at a meeting called for the purpose of voting on such approval).

     (c) In connection  with such renewal or amendment,  it shall be the duty of
the Board to request and evaluate,  and the duty of the Advisor to furnish, such
information  as may be  reasonably  necessary  to  evaluate  the  terms  of this
Agreement and any amendment thereto.

     (d) Notwithstanding the foregoing,  this Agreement may be terminated by the
Trust at any time,  without  the payment of a penalty,  on sixty  days'  written
notice to the Advisor of the Trust's  intention to do so,  pursuant to action by
the  Board  or  pursuant  to a vote  of a  majority  of the  outstanding  voting
securities of each Fund.  The Advisor may terminate  this Agreement at any time,
without the payment of penalty on sixty days' written notice to the Trust of its
intention to do so. Upon  termination of this Agreement,  the obligations of all
the  parties  hereunder  shall  cease  and  terminate  as of the  date  of  such
termination, except for any obligation to respond for a breach of this Agreement
committed prior to such termination,  and except for the obligation of the Trust
to pay to the Advisor the fee  provided in  Paragraph 4 hereof.  This  Agreement
shall automatically  terminate in the event of its assignment unless the parties
hereto,  by agreement,  obtain an exemption  from the SEC from the provisions of
the 1940 Act pertaining to the subject matter of this paragraph.

     9.  This  Agreement  shall  extend  to  and  bind  the  heirs,   executors,
administrators and successors of the parties hereto.

     10. For the  purposes of this  Agreement,  the terms "vote of a majority of
the outstanding voting securities"; "interested persons"; and "assignment" shall
have the  meaning  defined  in the 1940 Act and the  rules  and  interpretations
thereunder.

     11. (a) The Trust expressly agrees and acknowledges that the name "Academy"
is the sole  property  of the  Advisor,  and,  with  respect to such name,  that
similar  names  may from time to time be used by other  funds in the  investment
business that are affiliated with the Advisor.  The Advisor has consented to the
use by the Trust of the identifying  word "Academy" and has granted to the Trust
a  nonexclusive  license  to use the name  "Academy"  as part of the name of the
Trust and the name of any  series of  shares,  including  the  Funds.  The Trust
further expressly agrees and acknowledges that the non-exclusive license granted
herein may be  terminated by the Advisor if the Trust ceases to use the Advisor,
an affiliate of the Advisor or their successors as investment  adviser.  In such
event,  the  non-exclusive  license granted herein may be revoked by the Advisor
and the Trust shall cease  using the name  "Academy"  as part of its name or the
name of any series of shares, including the Funds, unless otherwise consented to
by the Advisor or any successor to its interests in such name.

     (b) The Trust  further  understands  and agrees that so long as the Advisor
and/or its affiliates shall continue to serve as the Trust's investment adviser,
other mutual funds or other investment products that may be sponsored or advised
by the Advisor and/or its affiliates  shall have the right  permanently to adopt
and to use the words  "Academy"  in their  name and in the name of any series or
class of shares of such funds or other investment products.


     IN WITNESS  WHEREOF,  the parties hereto have this Agreement to be executed
by their duly authorized officers this 4th day of December, 2007.

                     ACADEMY FUNDS TRUST
                     (on behalf of the Funds listed on Schedule A)


                     By:/s/ David Jacovini

                     Name: David Jacovini
                     Title: President



                     ACADEMY ASSET MANAGEMENT, LLC



                     By:/s/ David Jacovini
                     Name: David Jacovini
                     Title: Chief Executive Officer





                                   SCHEDULE A

     Pursuant  to this  Agreement,  the  Advisor  agrees to  provide  investment
advisory services to each of the Funds listed below, and the Trust, on behalf of
the Funds,  agrees to pay the  Advisor  from each  Fund's  respective  assets an
annual fee, payable on a monthly basis, as indicated below:

                                                Annual Fee (as a percentage
Fund                                            of daily average net asset)

Academy Core Equity Fund                                   0.85%
Academy Select Opportunities Fund                          1.00%