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 obtaining best
execution, 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 0000 Xxx.
(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 [___] day of [____________], 2007.
ACADEMY FUNDS TRUST
(on behalf of the Funds listed on Schedule A)
Attest:_______________________ By:______________________________
Name:
Title:
ACADEMY ASSET MANAGEMENT, LLC
Attest:______________________ By:______________________________
Name:
Title
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 0.75%
Academy Select Opportunities Fund 1.00%
