Academy Funds Trust (Form: N-1A, Received: 10/19/2007 17:15:12)

As filed with the Securities and Exchange Commission on October 19, 2007
1933 Act No.___________
1940 Act No. 811-22135

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /_/

Pre-Effective Amendment No. /_/

Post-Effective Amendment No. /_/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /_/

Amendment No. /_/

(Check appropriate box or boxes)

ACADEMY FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)

Mellon Bank Center
1735 Market Street, Suite 3930, Philadelphia, PA 19103
(Address of Principal Executive Offices) (Zip Code)

(215) 979-3750
(Registrant's Telephone Number, including Area Code)

David Jacovini
Academy Asset Management, LLC
Mellon Bank Center
1735 Market Street, Suite 3930
Philadelphia, PA 19103
(Name and Address of Agent for Service of Process)

With Copies to:

Jonathan M. Kopcsik, Esq.
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103

Approximate Date of Proposed Public Offering: As soon as practical after the
effective date of this registration statement.

It is proposed that this filing will become effective (check appropriate box):

/_/ immediately upon filing pursuant to paragraph (b) of Rule 485

/_/ on (date) pursuant to paragraph (b) of Rule 485

/_/ 60 days after filing pursuant to paragraph (a)(1) of Rule 485

/_/ on (date) pursuant to paragraph (a)(1) of Rule 485

/_/ 75 days after filing pursuant to paragraph (a)(2) of Rule 485

/_/ on (date) pursuant to paragraph (a)(2) of Rule 485

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to such Section 8(a),
may determine.

This Registration Statement on Form N-1A includes the following:

1. Facing Page

2. Contents Page

3. Part A - Prospectus

4. Part B - Statement of Additional Information

5. Part C - Other Information

6. Signatures

7. Exhibits

Preliminary Prospectus dated October [__], 2007
Subject to Completion

ACADEMY FUNDS TRUST

Academy Core Equity Fund
Academy Select Opportunities Fund

Prospectus

[_______________], 2007

The U.S. Securities and Exchange Commission has not approved or disapproved of
these securities or passed upon the adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.

The information in this Prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the U.S.
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

TABLE OF CONTENTS

INTRODUCTION....................................................................
RISK/RETURN SUMMARY.............................................................
ACADEMY CORE EQUITY FUND...................................................
WHAT IS THE FUND'S INVESTMENT OBJECTIVE?...........................
WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?...............
WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?.............
PERFORMANCE INFORMATION............................................
FEES AND EXPENSES..................................................
ACADEMY SELECT OPPORTUNITIES FUND...........................................
WHAT IS THE FUND'S INVESTMENT OBJECTIVE?...........................
WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?...............
WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?.............
PERFORMANCE INFORMATION............................................
FEES AND EXPENSES..................................................
MORE INFORMATION ABOUT THE FUNDS' STRATEGIES AND INVESTMENTS....................
MANAGEMENT OF THE FUNDS.........................................................
PORTFOLIO MANAGERS.........................................................
SHAREHOLDER INFORMATION.........................................................
PRICING OF FUND SHARES.....................................................
HOW TO BUY FUND SHARES.....................................................
HOW TO SELL FUND SHARES....................................................
VALUATION OF PORTFOLIO SECURITIES AND USE OF FAIR VALUE PRICING............
OTHER POLICIES.............................................................
DISTRIBUTIONS AND TAXES....................................................
FINANCIAL HIGHLIGHTS............................................................
ADDITIONAL INFORMATION..........................................................

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INTRODUCTION
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Academy Funds Trust (the "Trust") is an investment company made up of separate
mutual funds. This Prospectus applies to the Academy Core Equity Fund and the
Academy Select Opportunity Fund (each a "Fund", and collectively, the "Funds").
The Funds are managed by Academy Asset Management, LLC (the "Adviser"). The
Funds have individual investment objectives and strategies. This Prospectus
provides important information about the Funds that you should know before
investing. Please read this Prospectus carefully and keep it for future
reference.

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RISK/RETURN SUMMARY
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ACADEMY CORE EQUITY FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?
The Fund seeks long-term capital appreciation.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?
The Fund seeks to achieve its objective by investing in a concentrated portfolio
of equity securities (primarily common stocks) that the Adviser believes are
undervalued by the market. Under normal circumstances, the Fund invests at least
80% of its net assets in equity securities. The Fund invests primarily in larger
companies, those with equity market capitalization (stock price multiplied by
the number of outstanding shares) above $5 billion at time of purchase, and will
generally hold between 30 and 50 stock positions in the portfolio. The Fund
invests primarily in U.S. common stocks but may, to a lesser extent invest in
foreign stocks in developed countries.

The Adviser's investment decisions for the Fund are predicated on the Adviser's
long-term outlook for particular companies. The Adviser evaluates each company's
business model (considering both current and potential prospects), the
uniqueness of its assets, its position in the marketplace and its management's
vision for the future of the company. The Adviser uses fundamental analysis to
assess the quality, growth potential, financial strength and overall value of a
company. Traditional metrics (such as Return on Equity, Price to Earnings, and
Price to Cash Flow multiples) are critically applied to determine whether, in
the Adviser's judgment, the company's stock price reflects a discount to the
company's intrinsic economic value, as well as whether the investment has
favorable risk-return characteristics. The Adviser focuses on strategic,
concentrated positioning of the Fund's investments, while generally seeking to
maintain sector-neutral weightings compared to the S&P 500(R)Index.

Although market conditions and other factors may cause deviations, the Adviser
typically aims to maintain a portfolio with the following attributes:

o Long positions only, holding investments in 30-50 larger companies

o Fully invested, except as necessary to manage day-to-day Fund share
purchase/redemption activity

o Primarily comprised of stocks that the Adviser considers its "Best in
Sector" selections from the constituents of the S&P 500(R)Index

o Targeted sector-neutrality with the S&P 500(R)Index

o Low turnover

The investments and strategies described in this Prospectus are those that the
Fund uses under normal conditions. During unusual economic or market conditions,
or for temporary defensive or liquidity purposes, the Fund may invest up to 100%
of its assets in money market instruments that would not ordinarily be
consistent with the Fund's objectives. If the Fund invests in this manner, it
may not achieve its investment objective. The Funds will only make temporary
defensive investments if the Adviser believes that the risk of loss outweighs
the opportunity for capital gains.

The Fund's investment objective is non-fundamental, which means that it may be
changed by the Board of Trustees without shareholder approval. However, Fund
shareholders would be provided with advance notice of such change.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

Investing in the Fund involves risk and there is no guarantee that the Fund will
achieve its investment objective. The Adviser's judgments about the markets, the
economy, or companies may not anticipate actual market movements, economic
conditions or company performance, and these judgments may affect the return on
your investment. In fact, no matter how good a job the Adviser does, you could
lose money on your investment in the Fund, just as you could with other
investments.

Stock Market Risk: Common stock represents an equity or ownership interest in a
company. Investments in equity securities are subject to market risks that may
cause their prices to fluctuate over time. The value of your investment in the
Fund is based on the market prices of the securities the Fund holds. These
prices change daily due to economic and other events that affect particular
companies and other issuers or the market as a whole. Historically, the equity
markets have moved in cycles so that the value of a Fund's equity securities may
fluctuate from day-to-day. Individual companies may report poor results or be
negatively affected by industry and/or economic trends and developments and the
prices of their securities may suffer a decline in response. These factors
contribute to price volatility which is the principal risk of investing in the
Funds. An investment in the Funds is more suitable for long-term investors who
can bear the risk of these share price fluctuations.

Value Investing Risk: The Fund uses a value-oriented investment approach.
However, a particular stock may not increase in price as anticipated by the
Adviser (and may actually decline in price) if other investors fail to recognize
the stock's value or if a catalyst that the Adviser believes will increase the
price of the stock does not occur or does not affect the price of the stock in
the manner or to the degree anticipated. Also, the Adviser's calculation of a
company's intrinsic value involves, in part, estimates of future cash flow which
may prove to be incorrect and, therefore, result in sales of the stock at prices
lower than the Fund's original purchase price.

Non-Diversification Risk: The Fund is classified as non-diversified, which means
that it may invest in the securities of relatively few issuers. As a result, the
Fund may be more susceptible than a diversified fund to a single adverse
economic or political occurrence affecting one or more of these issuers, and may
experience increased volatility due to its investments in those securities.

Foreign Securities Risk: Investments in securities of foreign companies can be
more volatile than investments in U.S. companies. Diplomatic, political, or
economic developments, including nationalization or appropriation, could affect
investments in foreign companies. Foreign securities markets generally have less
trading volume and less liquidity than U.S. markets. In addition, the value of
securities denominated in foreign currencies, and of dividends from such
securities, can change significantly when foreign currencies strengthen or
weaken relative to the U.S. Dollar. Foreign companies or governments generally
are not subject to uniform accounting, auditing, and financial reporting
standards comparable to those applicable to domestic U.S. companies or
governments. Transaction costs are generally higher than those in the U.S. and
expenses for custodial arrangements of foreign securities may be somewhat
greater than typical expenses for custodial arrangements of similar U.S.
securities.

PERFORMANCE INFORMATION
Because the Fund had not commenced operations as of the date of this Prospectus,
there is no Fund performance information to report.

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FEES AND EXPENSES
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----------------------------------------- ------------------------------------------------------------ --------------
Shareholder Fees (paid directly from Maximum sales charge (load) imposed on purchases as a None
your investments) percentage of offering price
----------------------------------------- ------------------------------------------------------------ --------------
Maximum contingent deferred sales charge (load) as a None
percentage of original purchase price or redemption price,
whichever is lower
----------------------------------------- ------------------------------------------------------------ --------------
Maximum sales charge (load) imposed on reinvested dividends None
----------------------------------------- ------------------------------------------------------------ --------------
Redemption fees(1) 1.00%
----------------------------------------- ------------------------------------------------------------ --------------
Exchange fees None
----------------------------------------- ------------------------------------------------------------ --------------

----------------------------------------- ------------------------------------------------------------ --------------
Annual Fund Operating Expenses Management fees 0.75%
(deducted from the Fund's assets)

----------------------------------------- ------------------------------------------------------------ --------------
Distribution and shareholder servicing (12b-1) fees 0.25%
----------------------------------------- ------------------------------------------------------------ --------------
Other expenses [ ]%
----------------------------------------- ------------------------------------------------------------ --------------
Total annual fund operating expenses [ ]%
----------------------------------------- ------------------------------------------------------------ --------------
Fees waived/ expenses paid by Adviser (2) [( )%]
----------------------------------------- ------------------------------------------------------------ --------------
Net annual fund operating expenses 2.00%
----------------------------------------- ------------------------------------------------------------ --------------

(1) The 1.0% redemption fee applies to shares sold within 60 days of purchase.

(2) Academy Asset Management, LLC, the Fund's adviser, has contractually agreed
to waive its advisory fees from [__________], 2007 through [____________],
2008 and/or assume as its own expense certain expenses otherwise payable by
the Fund to the extent necessary to ensure that net annual fund operating
expenses do not exceed 2.00% of average daily net assets.

The expense example below is intended to help you compare the cost of investing
in the Fund to the cost of investing in other mutual funds with similar
investment objectives. The example assumes that you invest $10,000 with an
annual 5% return over the time shown and that all dividends and capital gain
distributions are reinvested. The example reflects the net operating expenses
with the effect of the expense limitation agreement for the one-year period and
the total operating expenses without the effect of the expense limitation
agreement for years two and three. Because the Fund had not commenced operations
prior to the date of this Prospectus, the example is based on the anticipated
expenses of the Fund for the current fiscal year, and does not extend over five-
and ten-year periods. Although your actual expenses may be higher or lower,
based on these assumptions your cumulative estimated expenses would be:

------------------ -----------------------
1 year $[ ]
------------------ -----------------------
3 years $[ ]
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ACADEMY SELECT OPPORTUNITIES FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?
The Fund seeks long-term capital appreciation.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The Fund seeks to achieve its objective by investing in a concentrated portfolio
of equity securities that the Adviser believes offer high absolute-return
potential. The Fund's investment strategy should be considered aggressive in
that the Adviser expects to purchase securities that have the potential for
gains over the long term, but may be volatile and may decline in price over
shorter periods. The Fund invests primarily in U.S. equity securities but may,
to a lesser extent, invests in equity securities of foreign companies. The Fund
may invest in companies of any size.

The Fund is designed to permit the Adviser to have considerable latitude in
positioning the Fund's portfolio in the traditional securities market, as well
as the derivatives market (e.g., options trading strategies). The Adviser seeks
to identify investment opportunities on a company-by-company basis, focusing on
each investment opportunity individually, as opposed to focusing primarily on
macro-economic or market trends. The Adviser applies fundamental analytical
techniques to identify what it considers market mis-evaluations of companies
and/or securities that present investment opportunities. The Adviser believes
that the intrinsic, absolute-return potential of these investments is greater
than any possible adverse macro-economic sentiment. The Adviser also believes
that each investment opportunity must offer a compelling rationale and favorable
risk/reward trade-offs to warrant consideration. In the absence of such
opportunities, the Fund will hold cash or its equivalent. Consequently, the
number and level of investments may vary significantly. The Fund will generally
hold between 20 and 30 positions in the portfolio.

Although market conditions and other factors may cause deviations, the Adviser
typically aims to maintain a portfolio with the following attributes:

o Non-diversified portfolio driven by individual security/trade analysis

o Primarily long positions, but may sell securities short or
purchase/sell options to reflect hedge positions

o Highly variable regarding number and level of investments

o Potential investments could include, but should not be considered
limited to, the following: domestic and foreign equity and fixed
income securities, exchange traded funds, mutual funds, and
derivatives (based on underlying securities, commodities, funds and
indices)

o Potential for higher portfolio turnover rate

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The Fund is aggressively managed and investing in the Fund involves risk. There
is no guarantee that the Fund will achieve its investment objective. The
Adviser's judgments about the companies or investment opportunities may not
anticipate actual stock price movements or company performance, and these
judgments may affect the return on your investment. In fact, no matter how good
a job the Adviser does, you could lose money on your investment in the Fund,
just as you could with other investments.

Smaller Company Risks: The Fund may invest in small or mid cap companies.
Generally, small and mid cap companies, which are often less seasoned, have more
potential for rapid growth. However, they often involve greater risk than large
cap companies and these risks are passed on to funds that invest in them. These
companies may not have the management experience, financial resources, product
diversification and competitive strengths of larger companies. Therefore, the
securities of mid cap and small cap companies are generally more volatile than
the securities of larger, more established companies. Investments in the Fund
may be more suitable for long-term investors who can bear the risk of these
fluctuations.

Short Sales: Short-selling is a technique that may be considered speculative.
Unlike long positions which have a finite amount of money at risk, unhedged
short positions represent theoretically unlimited exposure to the Fund because
the price of the stock could increase without limit, making it more expensive
for the Fund to close the short position by purchasing replacement stock.
Whenever the Fund sells a stock short, it is required to deposit collateral in
segregated accounts to cover its obligation, and to maintain the collateral in
an amount at least equal to the market value of the short position. As a hedging
technique, the Fund may purchase call options to buy securities sold short by
the Fund. Such options would lock in a future purchase price and protect the
Fund in case of an unanticipated increase in the price of a security sold short
by the Fund.

Derivatives Risk: The Fund may use derivative instruments, such as options,
futures and options on futures. A small investment in derivatives could have a
potentially large impact on the performance of the Fund. The use of derivatives
involves risks different from, or possibly greater than, the risks associated
with investing directly in the underlying assets. Derivatives can be highly
volatile, illiquid and difficult to value, and there is the risk that changes in
the value of a derivative held by the Fund will not correlate with the
underlying instruments or the Fund's other investments. Derivative instruments
also involve the risk that a loss may be sustained as a result of the failure of
the counterparty to the derivative instruments to make required payments or
otherwise comply with the derivative instruments' terms.

Portfolio Turnover Risk: The Fund may experience portfolio turnover in excess of
100%. Portfolio turnover may involve the payment by the Fund of brokerage and
other transaction costs, on the sale of securities, as well as on the investment
of the proceeds in other securities. The greater the portfolio turnover, the
greater the transaction costs to the Fund, which could have an adverse effect on
the Fund's total rate of return. In addition, funds with high portfolio turnover
rates may be more likely than low turnover funds to generate capital gains that
must be distributed to shareholders as taxable income.

Fixed Income Risks: Yields and principal values of debt securities (bonds) will
fluctuate. Generally, values of debt securities change inversely with interest
rates. As interest rates go up, the value of debt securities tends to go down.
As a result, to the extent the Fund holds fixed income investments, the value of
the Fund may go down. Furthermore, these fluctuations tend to increase as a
bond's time to maturity increases, so a longer-term bond will decrease more for
a given increase in interest rates than a shorter-term bond. An issuer of
fixed-income securities may be unable to make interest payments and repay
principal. Changes in an issuer's financial strength or in a security's credit
rating may affect a security's value and, thus, impact Fund performance. It is
possible that an issuer of a debt security owned by the Fund could default on
interest and/or principal payments that are payable to the Fund.

PERFORMANCE INFORMATION
Because the Fund had not commenced operations as of the date of this Prospectus,
there is no Fund performance information to report.

----------------------------------------- ------------------------------------------------------------ --------------
Shareholder Fees Maximum sales charge (load) imposed on purchases as a None
(paid directly from your investments) percentage of offering price
----------------------------------------- ------------------------------------------------------------ --------------
Maximum contingent deferred sales charge (load) as a None
percentage of original purchase price or redemption price,
whichever is lower
----------------------------------------- ------------------------------------------------------------ --------------
Maximum sales charge (load) imposed on reinvested dividends None
----------------------------------------- ------------------------------------------------------------ --------------
Redemption fees(1) 2.00%
----------------------------------------- ------------------------------------------------------------ --------------
Exchange fees None
----------------------------------------- ------------------------------------------------------------ --------------

----------------------------------------- ------------------------------------------------------------ --------------
Distribution and shareholder servicing (12b-1) fees 0.25%
----------------------------------------- ------------------------------------------------------------ --------------
Other expenses [ ]%
----------------------------------------- ------------------------------------------------------------ --------------
Total annual fund operating expenses [ ]%
----------------------------------------- ------------------------------------------------------------ --------------
Fees waived/expenses paid by Adviser(2) [( )%]
----------------------------------------- ------------------------------------------------------------ --------------
Net annual fund operating expenses 2.00%
----------------------------------------- ------------------------------------------------------------ --------------

(1) The 2.0% redemption fee applies to shares sold within 90 days of purchase.

------------------ -----------------------
1 year $[ ]
------------------ -----------------------
3 years $[ ]
------------------ -----------------------

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MORE INFORMATION ABOUT THE FUNDS' STRATEGIES AND INVESTMENTS
--------------------------------------------------------------------------------

This Prospectus describes the Funds' principal investments and strategies, and
the Funds will normally invest in the types of securities described in this
Prospectus. However, in addition to the investments and strategies described in
this Prospectus, each Fund also may invest in other securities, use other
strategies and engage in other investment practices that are not part of its
principal investment strategy. These non-principal investments and the
strategies, as well as those described in this Prospectus, are described in
detail in the Funds' Statement of Additional Information (for information on how
to obtain the Funds' Statement of Additional Information, see the back cover of
this Prospectus).

Portfolio Turnover. The Core Equity Fund is generally expected to have a
portfolio turnover below 100%. The Select Opportunities Fund is expected to have
a portfolio turnover rate in excess of 100%. A high rate of portfolio turnover
in any year may increase brokerage commissions paid and could generate taxes for
shareholders on realized investment gains.

Disclosure of Portfolio Holdings Information. A description of the Funds'
policies and procedures with respect to the disclosure of their portfolio
holdings is available in the Funds' Statement of Additional Information ("SAI").
A complete list of the Funds' portfolio holdings as of each calendar quarter-end
is available on the Funds' website at [ ] no earlier than 30 days after a
calendar quarter-end. This information will remain available on the website
until the date on which the Funds file their next quarterly portfolio holdings
report on Form N-CSR or Form N-Q with the U.S. Securities and Exchange
Commission. The Funds will also list their top 10 holdings as of each calendar
month-end on the Funds' website no earlier than 10 days after a calendar
month-end. Portfolio holdings information posted on the Funds' website may be
separately provided to any person commencing the day after it is first published
on the Funds' website.

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MANAGEMENT OF THE FUND
--------------------------------------------------------------------------------

Under the supervision of the Trust's Board of Trustees, Academy Asset
Management, LLC, Mellon Bank Center, 1735 Market Street, Suite 3930,
Philadelphia, PA 19103 makes investment decisions for the Funds. For its
services to the Funds, the Adviser is entitled to receive an annual fee of 0.75%
of the Core Equity Fund's average daily net assets, and 1.00% of the Select
Opportunities Fund's average daily net assets. The Adviser has contracted to
waive its fees and/or pay Fund expenses so that each Fund's annual net operating
expenses (excluding any 12b-1 plan expenses, taxes, interest, brokerage fees,
and extraordinary expenses) do not exceed 2.00%.

A discussion regarding the basis for the Board of Trustees' approval of the
investment advisory agreement will be available in the Funds' semi-annual report
to shareholders for the period ended [____________].

PORTFOLIO MANAGERS
David Jacovini is the lead Portfolio Manager for the Funds. When making
investment decisions for the Funds, Mr. Jacovini regularly consults with Roger
A. Reynolds, Jr. and Michael D. Gries.

David Jacovini is the Chief Executive Officer of Academy Asset Management, LLC
and has been with the company since its formation in 2007. Prior to his current
position, Mr. Jacovini was founder and President of VLI Capital Management LLC
where he managed portfolios for individual, high net-worth, and institutional
investors. Prior to VLI, Mr. Jacovini worked as a derivatives marketer at
Deutsche Bank AG in New York following his 2002 graduation from the MIT Sloan
School of Management where he earned an MBA with a concentration in Financial
Engineering. Prior to earning his MBA, Mr. Jacovini was employed in the
Municipal Strategy Group at Prudential Securities Incorporated in New York.

Roger A. Reynolds, Jr. is the President of Academy Asset Management, LLC and has
been with the company since its formation in 2007. He is responsible for all
aspects of the marketing and sales functions of the organization. Prior to the
formation of Academy Asset Management, Mr. Reynolds was the founding partner of
the Catullus Management Corporation, an investment adviser to wealthy families
and individuals. Mr. Reynolds has 19 years of experience in the investment
industry, having held executive positions with brokerage firms, institutional
money management organizations and trust companies, all headquartered in the
Philadelphia region.

Michael D. Gries is an Equity Analyst for Academy Asset Management, LLC.
Additionally, he serves as the Operations Manager for Academy Asset Management,
LLC and he has been with the company since 2007. Prior to his current position,
Mr. Gries worked in the Admissions Department of the MIT Sloan School of
Management as an Assistant Director of MBA Admissions, and before his time at
MIT Sloan, Mr. Gries was an Equity Analyst for theStreet.com Ratings (formerly
Weiss Ratings). Additionally, Mr. Gries has experience working as a Web Editor
at Lawyers Weekly, Inc.

The SAI provides additional information about the portfolio managers'
compensation, other accounts managed by the portfolio managers and the portfolio
managers' ownership of Fund shares.

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SHAREHOLDER INFORMATION
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PRICING OF FUND SHARES
The price of each Fund's shares is based on its net asset value ("NAV"). The
Fund's NAV per share equals the total value of its assets, less its liabilities,
divided by the number of its outstanding shares. Shares are priced as of the
close of regular trading on the New York Stock Exchange (the "NYSE"), which is
usually 4:00 p.m., Eastern Time, on each day that the NYSE is open (a "Business
Day"). The NYSE normally is not open, and the Fund does not price its shares, on
most national holidays and on Good Friday.

HOW TO BUY SHARES
Account Minimums. The minimum initial investment for each Fund is $2,000. The
minimum for subsequent investments in a Fund is $1,000 (except there is no
minimum for retirement accounts). For purposes of satisfying the investment
minimum, a Fund will aggregate all of the Fund accounts held by a shareholder or
household. The Trust's officers may, in their discretion, also waive or lower
the account minimums: (i) for customers of a financial intermediary or
investment adviser if the aggregate investments of the investment adviser or
financial intermediary meet the account minimum or are believed likely to meet
the account minimum in the future, or (ii) in such other circumstances that are
consistent with the best interests of existing shareholders.

Each Fund may, in its discretion, redeem your Fund shares if, in the aggregate,
the value of your Fund accounts falls below $500. The Funds will not redeem your
shares on this basis if the value of your account falls below the minimum
account balance solely as a result of market conditions. Each Fund will give you
60 days prior written notice to allow you to purchase sufficient additional
shares of the Fund in order to avoid such redemption.

Methods of Buying Shares. You may purchase shares directly from the Funds by
following one of the steps below:

By Mail o Complete and sign the account application or an IRA
application. If you do not complete the application
properly, your purchase may be delayed or rejected.

o Make your check payable to the "Academy Funds Trust." The
Funds do not accept cash, money orders, third party checks,
travelers checks, credit card checks, checks drawn on banks
outside the United States or other checks deemed to be high
risk.

o For IRA accounts, please specify the year for which the
contribution is made.

o Mail your application and check to:
Academy Funds Trust
[ ]
[ ]

o By overnight courier, send to:
Academy Funds Trust
[ ]
[ ]

By Telephone You may not make your initial purchase by telephone.

By Wire o To purchase shares by wire, the Transfer Agent must have
received a completed application and issued an account
number to you. Call [________] for instructions prior to
wiring the funds.

o Send your investment to [ ] with these instructions:

[insert wire instructions]

To Add to an

Account: To add to an account, you may follow any one of the following
steps:

By mail o Complete the investment slip that is included in your
account statement and write your account number on your
check.

o If you no longer have your investment slip, please reference
your name, account number and address on your check, and the
Fund's name.

o Make your check payable to the "Academy Funds Trust."

o Mail your application and check to:
Academy Funds Trust
[ ]
[ ]

o By overnight courier, send to:
Academy Funds Trust
[ ]
[ ]

By Telephone o You automatically have the privilege to purchase additional
shares by telephone unless you have declined this service on
your account application. You may call [ ] to purchase
shares in an existing account.

o Investments made by electronic funds transfer must be in
amounts of at least $[ ] and not greater than $[ ].

By wire Send your investment to [ ] with these instructions:

[insert wire instructions]

Timing of Request to Buy Shares. You may purchase each Fund's shares at their
offering price, which is the NAV next determined after your purchase request is
received in good order. All requests received in good order before 4:00 p.m.,
Eastern Time, on a Business Day will be executed on that same day. Requests
received after 4:00 p.m., Eastern Time, on a Business Day will be processed the
next Business Day at the next Business Day's NAV. A purchase request is in "good
order" if it includes a completed account application and the dollar amount of
shares to be purchased. If you are paying with federal funds (wire), your order
will be considered received when the Fund or its agent receives the federal
funds.

Each Fund, its Adviser and its Distributor reserve the right to reject any
purchase request for any reason. Each Fund may accept orders to purchase Fund
shares in-kind with securities, rather than with cash, when the offered
securities are consistent with the Fund's investment objectives and policies.
Acceptance of such purchases will be at the Adviser's discretion, and will be
valued in the same manner that each Fund uses to calculate its NAV.

Payments to Financial Advisors and Their Firms. As permitted, the Adviser, the
Fund, or any of their agents may enter into arrangements with financial
intermediaries that market and sell shares of the Fund, through which
arrangements investors may purchase or redeem Fund shares. These financial
intermediaries receive compensation for selling shares of the Fund and for
providing shareholder record keeping, communication and/or other shareholder
services. This compensation is paid from various sources, including any 12b-1
fees that the Fund may pay. In addition, the Adviser or other Fund agent, as
applicable, may, at its own expense, compensate financial intermediaries in
connection with the sale or expected sale of Fund shares. In the case of
payments received by financial intermediaries that employ a financial advisor,
the individual financial advisor may receive some or all of the amounts paid to
the financial intermediary that employs him or her. Payments to financial
intermediaries may create an incentive for the financial institution to
recommend that you purchase Fund shares.

What is a Financial Intermediary? A financial intermediary is a firm that
receives compensation for selling shares of the Fund offered in this prospectus
and/or provides services to the Fund`s shareholders. Financial intermediaries
may include, among others, your broker, your financial planner or advisor,
banks, pension plan consultants and insurance companies. Financial
intermediaries employ financial advisors who deal with you and other investors
on an individual basis. In addition to financial intermediaries that market and
sell Fund shares, certain brokerage firms and other companies that provide
services of the type described above may receive fees from the Fund, the Adviser
or the Distributor in respect of such services. These companies also may be
appointed as agents for or authorized by the Fund to accept on their behalf
purchase and redemption requests that are received in good order. Subject to
Fund approval, certain of these companies may be authorized to designate other
entities to accept purchase and redemption orders on behalf of the Fund.
Although the Fund may use brokers and dealers who sell shares of the Fund to
effect portfolio transactions, the Fund does not consider the sale of Fund
shares as a factor when selecting brokers or dealers to effect portfolio
transactions.

Automatic Investment Plan (AIP). To make regular investing more convenient, you
can open an AIP with an initial investment of $[ ] and a minimum of $[ ] per
transaction after you start your plan. Purchases made pursuant to an AIP may not
exceed $[ ] per transaction. You tell us how much to invest for you every month
or quarter. On the day you select, that amount is automatically transferred from
your bank account. There is no fee for this service, but if there is not enough
money in your bank account to cover the withdrawal you will be charged $[ ],
your purchase will be cancelled, your AIP will be terminated and you will be
responsible for any resulting losses to the Fund. Your AIP will also be
terminated in the event two successive mailings to you are returned by the
United States Post Office as undeliverable. If this occurs, you must call or
write to reinstate your AIP. You can terminate your AIP at any time by calling
the Funds at least five business days before your next scheduled withdrawal
date. To implement this plan, please fill out the appropriate area of your
application, or call [ ] for assistance.

HOW TO SELL SHARES
When you purchase shares through the Funds, you may sell the shares by any one
of the methods described below. You may elect to have redemption proceeds sent
to you by check (via regular mail or overnight courier), wire or electronic
funds transfer. If you elect to have your redemption check sent by overnight
courier to the address of record for your account, a $[ ] fee will be deducted
from your redemption proceeds. If you elect to have your redemption proceeds
sent by wire to a previously designated bank account, a $[ ] fee will be
deducted from your redemption proceeds.

Each Fund normally pays redemption proceeds within two Business Days, but may
take up to seven business days. If you are selling shares you recently paid for
by check, the Fund will pay you when your check has cleared, which may take up
to 15 days. Although each Fund may delay payment on your redeemed shares under
such circumstances, they will be redeemed at the NAV next determined after your
redemption request is received. If the Federal Reserve Bank is closed on a day
that redemption proceeds would ordinarily be wired, wiring the redemption
proceeds may be delayed one additional Business Day.

By mail o Send a letter of instruction that includes your account
number, the Fund name, the dollar value or number of shares
you want to redeem, and how and where to send the proceeds.

o Sign the request exactly as the shares are registered. All
account owners must sign.

o Include a Medallion signature guarantee, if necessary (see
below).

o Send your request to:
Regular Mail Overnight Courier
Academy Funds Trust Academy Funds Trust
[ ] [ ]
[ ] [ ]

By telephone o You automatically have the privilege to redeem shares by
telephone unless you have declined this option on your
account application. See "Telephone Transactions" below for
information about possible limitations on telephone
redemptions.

o Call [ ], between [ ] a.m. and [ ] p.m. You may redeem as
little as $[ ] but no more than $[ ].

Timing of Request to Sell Shares. Redemption requests received in "good order"
before the close of the NYSE (usually 4:00 p.m. Eastern Time) on any Business
Day will be processed at that day's NAV. "Good order" means that all shares are
paid for, and that you have included all required documentation along with any
required Medallion signature guarantees.

Please note that each Fund may require additional documents for redemptions by
corporations, executors, administrators, trustees, guardians or other
fiduciaries. If you have any questions about how to redeem shares, or to
determine if a Medallion signature guarantee or other documentation is required,
please call [ ].

Redemptions in Kind. The Funds generally pay sale (redemption) proceeds in cash.
However, under unusual conditions that make the payment of cash unwise and for
the protection of the Funds' remaining shareholders, the Funds might pay all or
part of your redemption proceeds in liquid securities with a market value equal
to the redemption price (redemption in-kind). It is highly unlikely that your
shares would ever be redeemed in-kind, but if they were, you would have to pay
transaction costs to sell the securities distributed to you, as well as taxes on
any capital gains from the sale as with any redemption. In addition, you will
continue to be subject to the risks of any market fluctuation in the value of
the securities you receive in-kind until you sell them.

Redemption Fee. Shares of the Core Equity Fund sold within 60 days of purchase
will be assessed a redemption fee of 1.0%. Shares of the Select Opportunities
Fund sold within 90 days of purchase will be assessed a redemption fee of 2.0%.
These redemption fees are imposed to discourage short-term trading and are paid
to each Fund to help offset any costs associated with fluctuations in Fund asset
levels and cash flow caused by short-term shareholder trading. The redemption
fee will not apply to shares acquired through the reinvestment of dividends or
distributions. The redemption fee will also not apply to employer-sponsored
retirement plans such as 401(k) plans, or to other accounts to which the
application of the redemption fee is not technologically feasible, such as
certain omnibus accounts maintained by a financial intermediary; it will,
however, apply to custody, trust or other fiduciary accounts held directly by
the Funds through their Transfer Agent. The redemption fee is deducted from the
proceeds of the redemption and is paid directly to the applicable Fund. If you
bought shares in the Funds on different days, the shares held the longest will
be redeemed first for purposes of determining whether the redemption fee applies
(i.e., "first-in, first-out").

The Trust reserves the right to modify or eliminate the redemption fee at any
time and will give prior written notice of any material changes to such policy,
unless otherwise provided by law. The redemption fee policy may be modified or
amended in the future to reflect, among other factors, regulatory requirements
mandated by the U.S. Securities and Exchange Commission.

Systematic Withdrawal Plan (SWP). You can have shares automatically redeemed
from your account on a regular basis by using our SWP. You may take systematic
withdrawals of between $[ ] and $[ ] on a monthly or quarterly basis. The
proceeds of a withdrawal can be sent by check to your address of record, or sent
by electronic transfer to your bank. If you want to implement this plan, please
fill out the appropriate area of your application or call [ ] for assistance.

Telephone Transactions. In times of drastic economic or market conditions, you
may have difficulty redeeming shares by telephone. Each Fund reserves the right
to temporarily discontinue or limit the telephone purchase or redemption
privileges at any time during such periods. Each Fund reserves the right to
refuse a telephone redemption request if it believes it is advisable to do so.
Each Fund uses procedures reasonably designed to confirm that telephone
redemption instructions are genuine. These may include recording telephone
transactions, testing the identity of the caller by asking for account
information and sending prompt written confirmations. The Funds may implement
other procedures from time to time. If these procedures are followed, the Funds
and their service providers will not be liable for any losses due to
unauthorized or fraudulent instructions.

Medallion Signature Guarantees. Each Fund will require the Medallion signature
guarantee of each account owner in the following situations: (1) to change
ownership on your account; (2) to send redemption proceeds to a different
address than is currently on the account; (3) to have the proceeds paid to
someone other than the account's owner; (4) to transmit redemption proceeds by
federal funds wire or automated clearinghouse to a bank other than your bank of
record; (5) to add telephone privileges; (6) to change the name on your account
due to marriage or divorce; (7) to transfer your Fund IRA to another fund family
(on the IRA transfer form); (8) if a change of address request has been received
by the Transfer Agent within the last 60 days; or (10) if your redemption is for
$[ ] or more.

A Medallion signature guarantee request may not be sent by facsimile. The Funds
require Medallion signature guarantees to protect both you and the Funds from
possible fraudulent requests to redeem shares. You can obtain a Medallion
signature guarantee from most broker-dealers, national or state banks, credit
unions, federal savings and loan associations or other eligible institutions. A
notary public is not an acceptable signature guarantor. Medallion signature
guarantee requirements also apply to certain transactions on accounts involving
executors, administrators, trustees or guardians. To determine if a Medallion
signature guarantee is required, please call [ ].

VALUATION OF PORTFOLIO SECURITIES AND USE OF FAIR VALUE PRICING

The net asset value (NAV) for one Fund share is the value of that share's
portion of all of the net assets of a Fund. In calculating NAV, each Fund
generally values its investment portfolio at market price. If market prices are
not readily available or a Fund reasonably believes that they are unreliable,
such as in the case of a security value that has been materially affected by
events occurring after the relevant market closes, the Fund is required to price
those securities at fair value as determined in good faith using methods
approved by the Funds' Board of Trustees. These methods are implemented through
the Funds' Fair Value Pricing Committee, members of which are appointed by the
Board of Trustees. The Funds' determination of a security's fair value price
often involves the consideration of a number of subjective factors, and is
therefore subject to the unavoidable risk that the value that a Fund assigns to
a security may be higher or lower than the security's value would be if a
reliable market quotation for the security was readily available.

Although the Funds invest primarily in the stocks of U.S. companies that are
traded on U.S. exchanges, there may be limited circumstances in which a Fund
would price securities at fair value - for example, if the exchange on which a
portfolio security is principally traded closed early or if trading in a
particular security was halted during the day and did not resume prior to the
time the Fund calculated its NAV.

With respect to any non-U.S. securities held by a Fund, the Fund may take
factors influencing specific markets or issuers into consideration in
determining the fair value of a non-U.S. security. International securities
markets may be open on days when the U.S. markets are closed. In such cases, the
value of any international securities owned by the Fund may be significantly
affected on days when investors cannot buy or sell shares. In addition, due to
the difference in times between the close of the international markets and the
time the Fund prices its shares, the value the Fund assigns to securities
generally will not be the same as the quoted or published prices of those
securities on their primary markets or exchanges. In determining fair value
prices, the Fund may consider the performance of securities on their primary
exchanges, foreign currency appreciation/depreciation, securities market
movements in the U.S., or other relevant information as related to the
securities.

OTHER POLICIES
Market Timing Policies and Procedures. The Funds are intended for long-term
investment purposes only and discourage shareholders from engaging in "market
timing" or other types of excessive short-term trading. This frequent trading
into and out of the Funds may present risks to the Funds' long-term
shareholders, all of which could adversely affect shareholder returns. The risks
posed by frequent trading include interfering with the efficient implementation
of the Funds' investment strategies, triggering the recognition of taxable gains
and losses on the sale of Fund investments, requiring the Funds to maintain
higher cash balances to meet redemption requests, and experiencing increased
transaction costs.

Because the Academy Select Opportunities Fund may invest in foreign securities
that trade primarily on markets that close prior to the time the Fund determines
its NAV, the risks posed by frequent trading may have a greater potential to
dilute the value of the Fund shares held by long-term shareholders than a fund
investing solely in U.S. securities. In instances where a significant event that
affects the value of one or more foreign securities held by the Fund takes place
after the close of the primary foreign market, but before the time that the Fund
determines its NAV, certain investors may seek to take advantage of the fact
that there will be a delay in the adjustment of the market price for a security
caused by this event until the foreign market reopens (sometimes referred to as
"price" or "time zone" arbitrage). Shareholders who attempt this type of
arbitrage may dilute the value of the Fund's shares by virtue of their Fund
share transaction, if those prices do not reflect the fair value of the foreign
securities. Although the Fund has procedures designed to determine the fair
value of foreign securities for purposes of calculating its NAV when such an
event has occurred, fair value pricing, because it involves judgments which are
inherently subjective, may not always eliminate the risk of price arbitrage. For
more information on how the Fund uses fair value pricing, see "Valuation of
Portfolio Securities and Use of Fair Value Pricing."

In addition, because the Academy Select Opportunities Fund invests in small/mid
cap securities that often may trade in lower volumes, changes to the Fund's
holdings in response to frequent trading by certain shareholders may impact the
market prices of such relatively thinly traded securities held by the Fund.

The Funds' service providers will take steps reasonably designed to detect and
deter frequent trading by shareholders pursuant to the Funds' policies and
procedures described in this Prospectus and approved by the Funds' Board of
Trustees. For purposes of applying these policies, the Funds' service providers
will consider the trading history of accounts known to be under common ownership
or control to the extent they believe an investor or group of investors is
attempting to evade detection under the Funds' policies and procedures by the
use of multiple accounts. The Funds' policies and procedures include:

|X| Shareholders are restricted from making more than 4 "round trips" into
or out of a Fund over any rolling 12 month period. If a shareholder
exceeds this amount, a Fund and/or its service providers may, at their
discretion, reject any additional purchase or exchange orders. The
Funds define a round trip as a purchase into a Fund by a shareholder,
followed by a subsequent redemption out of the Fund, of an amount the
Adviser reasonably believes would be harmful or disruptive to the
Fund.

|X| A Fund reserves the right to reject any purchase request by any
investor or group of investors for any reason without prior notice,
including, in particular, if the Fund or its Adviser reasonably
believes that the trading activity would be harmful or disruptive to
the Fund.

The Funds and/or their service providers seek to apply these policies to the
best of their abilities uniformly and in a manner they believe is consistent
with the interests of the Funds' long-term shareholders. The Funds will not
knowingly accommodate frequent purchases and redemptions by Fund shareholders
except for purchases and redemptions made through the Funds' Systematic
Investment/Withdrawal Plans, as described in this Prospectus.

Although these policies are designed to deter frequent trading, none of these
measures alone nor all of them taken together eliminate the possibility that
frequent trading in the Funds will occur, particularly with respect to trades
placed by shareholders that invest in the Funds through omnibus accounts
maintained by brokers, retirement plan accounts and other financial
intermediaries. The Funds' and their service providers' access to information
about individual shareholder transactions made through such omnibus arrangements
is often unavailable or severely limited. As a result, the Funds cannot assure
that their policies will be enforced with regard to those Fund shares held
through such omnibus arrangements (which may represent a majority of Fund
shares), and as a result, frequent trading could adversely affect the Funds and
their long-term shareholders as discussed above. In addition, if you own your
Fund shares through an omnibus account maintained by a broker, retirement plan
or other financial intermediary, it is possible that your financial
intermediary's policies regarding frequent trading may differ from those of the
Funds. Please contact your financial intermediary for more information.

Customer Identification and Verification. To help the government fight the
funding of terrorism and money laundering activities, federal law requires all
financial institutions to obtain, verify, and record information that identifies
each person who opens an account.

What this means to you: When you open an account, the Funds will ask your name,
address, date of birth, and other information that will allow the Funds to
identify you. This information is subject to verification to ensure the identity
of all persons opening a mutual fund account. The Funds are required by law to
reject your new account application if the required identifying information is
not provided. In certain instances, the Funds are required to collect documents
to fulfill their legal obligation. Documents provided in connection with your
application will be used solely to establish and verify a customer's identity.
Attempts to collect the missing information required on the application will be
performed by either contacting you or, if applicable, your broker. If this
information is unable to be obtained within a reasonable timeframe established
in the sole discretion of the Funds, your application will be rejected.

Upon receipt of your application in proper form (or upon receipt of all
identifying information required on the application), your investment will be
accepted and your order will be processed at a Fund's next determined NAV.

However, the Funds reserve the right to close or liquidate your account at the
then-current day's price and remit proceeds to you via check if they are unable
to verify your identity. Attempts to verify your identity will be performed
within a reasonable timeframe established in the sole discretion of the Funds
(generally, 3 business days). Further, the Funds reserve the right to hold your
proceeds until your original check clears the bank, which may take up to 15 days
from the date of purchase. In such an instance, you may be subject to a gain or
loss on Fund shares and will be subject to corresponding tax implications.

Anti-Money Laundering Program. Customer identification and verification is part
of the Funds' overall obligation to deter money laundering under federal law.
The Funds have adopted an anti-money laundering compliance program designed to
prevent the Funds from being used for money laundering or the financing of
terrorist activities. In this regard, the Funds reserve the right to (i) refuse,
cancel or rescind any purchase or exchange order, (ii) freeze any account and/or
suspend account services or (iii) involuntarily close your account in cases of
threatening conduct or suspected fraudulent or illegal activity. These actions
will be taken when, in the sole discretion of Fund management, they are deemed
to be in the best interest of the Funds or in cases when the Funds are requested
or compelled to do so by governmental or law enforcement authority. If your
account is closed at the request of governmental or law enforcement authority,
you may not receive proceeds of the redemption if the Funds are required to
withhold such proceeds.

Householding. In order to reduce expenses, the Funds deliver one copy of an
annual/semi-annual report, prospectus and/or proxy statement on behalf of two or
more shareholders at a shared address (householding). If you do not wish to
participate in householding, please indicate this preference on your new account
application (if you are opening a new account) or call [ ] to change the status
of your existing account. You may change your status at any time.

DISTRIBUTIONS AND TAXES
Distributions. Each Fund has elected to be treated as a regulated investment
company under Subchapter M of the Internal Revenue Code. As a regulated
investment company, each Fund generally pays no federal income tax on the income
and gains it distributes to you. Dividends and capital gains, if any, are paid
semi-annually. The amount of any distribution will vary, and there is no
guarantee a Fund will pay either an income dividend or a capital gain
distribution. We automatically reinvest all dividends and any capital gains
unless you indicate otherwise.

Annual Statements. Every January, you will receive a statement that shows the
tax status of distributions you received in the previous year. Distributions
declared in December but paid in January are taxable as if they were paid in
December. Mutual funds may reclassify income after your tax reporting statement
is mailed to you. Prior to issuing your statement, each Fund makes every effort
to search for reclassified income to reduce the number of corrected forms mailed
to shareholders. However, when necessary, the Funds will send you a corrected
Form 1099-DIV to reflect reclassified information.

Avoid "Buying A Dividend." If you invest in a Fund shortly before the record
date of a taxable distribution, the distribution will lower the value of the
Fund's shares by the amount of the distribution and, in effect, you will receive
some of your investment back in the form of a taxable distribution.

Tax Considerations. In general, if you are a taxable investor, Fund
distributions are taxable to you at either ordinary income or capital gains tax
rates. This is true whether you reinvest your distributions in additional Fund
shares or receive them in cash.

For federal income tax purposes, Fund distributions of short-term capital gains
are taxable to you as ordinary income. Fund distributions of long-term capital
gains are taxable to you as long-term capital gains no matter how long you have
owned your shares. A portion of income dividends designated by a Fund may be
qualified dividend income eligible for taxation by individual shareholders at
long-term capital gain rates provided certain holding period requirements are
met.

A sale or redemption of Fund shares is a taxable event and, accordingly, a
capital gain or loss may be recognized.

Fund distributions and gains from the sale or exchange of your Fund shares
generally are subject to state and local taxes. If a Fund qualifies to pass
through to you the tax benefits from foreign taxes it pays on its investments,
and elects to do so, then any foreign taxes it pays on these investments may be
passed through to you as a foreign tax credit. Non-U.S. investors may be subject
to U.S. withholding and estate tax, and are subject to special U.S. tax
certification requirements.

This discussion of "Distributions and taxes" is not intended or written to be
used as tax advice. Because everyone's tax situation is unique, you should
consult your tax professional about federal, state, local or foreign tax
consequences before making an investment in a Fund.

--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

No financial information is presented for the Funds because they had not
commenced operations prior to the date of this Prospectus.

--------------------------------------------------------------------------------
ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

If you want more information about the Funds, the following documents are
available free, upon request:

SHAREHOLDER REPORTS
Additional information about each Fund's investments will be available in the
Funds' annual and semi-annual reports to shareholders. As of the date of this
Prospectus, annual and semi-annual reports are not yet available because the
Funds have not commenced operations. When available, the Funds' annual report to
shareholders will include a discussion of the market conditions and investment
strategies that significantly affected each Fund's performance during its last
fiscal year.

STATEMENT OF ADDITIONAL INFORMATION ("SAI")
The SAI provides more information about the Funds and is legally part of this
Prospectus (i.e., it is incorporated by reference).

HOW TO OBTAIN DOCUMENTS
You may obtain free copies of the Funds' annual and semi-annual reports, when
available, and the SAI through the Fund's internet website ([ ]) or by calling
[ ].

You may also review and copy information about the Funds, including shareholder
reports and the SAI, at the Public Reference Room of the Securities and Exchange
Commission (the "SEC") in Washington, D.C. You may obtain information about the
operations of the SEC's Public Reference Room by calling the SEC at
1-202-551-8090. You may obtain copies of reports and other information about the
Fund for a fee, by electronic request at publicinfo@sec.gov or by writing the
SEC's Public Reference Section, Washington, D.C. 20549-0102; or for free from
the EDGAR Database on the SEC's website at www.sec.gov.

FUND SYMBOLS
CUSIP NASDAQ
Core Equity Fund [ ] [ ]
Select Opportunities Fund

Academy Funds Trust Investment Company Act File No. 811-[ ].

Preliminary Statement of Additional Information dated October [__], 2007
Subject to Completion

ACADEMY FUNDS TRUST
Academy Core Equity Fund
Academy Select Opportunities Fund

Statement of Additional Information
[________], 2007

[ADDRESS]
1-800-[ ]
www.[ ].com

This Statement of Additional Information ("SAI") describes shares of the
Academy Core Equity Fund and the Academy Select Opportunities Fund (each, a
"Fund" and collectively, the "Funds"), which are series of Academy Funds Trust
(the "Trust"). Currently, the Funds offer only Investor Class Shares. The Funds'
investment adviser is Academy Asset Management, LLC (the "Adviser").

This SAI supplements the information contained in the Funds' current
Prospectus, dated [_______], 2007, as it may be amended from time to time. This
SAI should be read in conjunction with the Prospectus. This SAI is not itself a
prospectus but is, in its entirety, incorporated by reference into the
Prospectus. A Prospectus may be obtained by writing or calling the Funds'
distributor, Quasar Distributors, LLC (the "Distributor"), at the above address
or by calling the above phone number. The Fund's annual report to shareholders
will be available by request, without charge, by calling 1-800-[ ].

The information in this SAI is not complete and may be changed. These securities
may not be sold until the registration statement filed with the U.S. Securities
and Exchange Commission is effective. This SAI is not an offer to sell these
securities and is not a soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.

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TABLE OF CONTENTS
--------------------------------------------------------------------------------------
Page Page
----------------------------- ---------- -------------------------------- ------------
Organization and Capital Structure
Classification
----------------------------- ---------- -------------------------------- ------------
Investment Restrictions and Purchase and Redemption of
Policies Shares
----------------------------- ---------- -------------------------------- ------------
Investment Strategies and Determining Offering Price and
Risks Net Asset Value
----------------------------- ---------- -------------------------------- ------------
Disclosure of Portfolio
Holdings Information Distributions and Taxes
----------------------------- ---------- -------------------------------- ------------
Management of the Trust Performance Information
----------------------------- ---------- -------------------------------- ------------
Investment Adviser and Financial Statement and Report
Other Service Providers of Independent Registered
Public Accounting Firm
----------------------------- ---------- -------------------------------- ------------
Portfolio Managers Principal Holders
----------------------------- ---------- -------------------------------- ------------
Trading Practices and
Brokerage
----------------------------- ---------- -------------------------------- ------------

ORGANIZATION AND CLASSIFICATION

The Trust is an open-end investment management company established under
Delaware law as a Delaware statutory trust on October 17, 2007. The Agreement
and Declaration of Trust permits the Trust to offer separate series ("funds") of
beneficial interest ("shares"). The Trust reserves the right to create and issue
shares of additional funds. Each Fund's portfolio of assets is "non-diversified"
as defined by the Investment Company Act of 1940, as amended ("1940 Act").

Each Fund is a separate mutual fund, and each share of each fund represents
an equal proportionate interest in that fund. All consideration received by the
Trust for shares of any fund and all assets of such fund belong solely to that
fund and would be subject to liabilities related thereto. The Trust pays its (i)
operating expenses, including fees of its service providers, expenses of
preparing prospectuses for existing shareholders, proxy solicitation materials
and reports to shareholders, costs of custodial services charges, taxes and
organization expenses and (ii) other expenses, including audit and legal
expenses. Expenses attributable to a specific fund shall be payable solely out
of the assets of that fund. Expenses not attributable to a specific fund are
allocated across all of the funds on the basis of relative net assets.

INVESTMENT RESTRICTIONS AND POLICIES

Investment Objectives

There can be no assurance that the Funds will achieve their objectives. The
Funds' investment objectives and policies, and their associated risks, are
discussed below and in the Funds' Prospectus, which should be read carefully
before an investment is made. All investment objectives and investment policies
not specifically designated as fundamental may be changed without shareholder
approval. Additional information about the Funds and their policies is provided
below.

Fundamental Investment Restrictions

The investment restrictions set forth below have been adopted by the Trust
as fundamental policies that cannot be changed without the affirmative vote of
the holders of a majority (as defined in the 1940 Act) of the outstanding voting
securities of the Funds. All other investment policies or practices of the Funds
are considered by the Trust non-fundamental and, accordingly, may be changed
without shareholder approval. For purposes of the 1940 Act, a "majority of the
outstanding voting securities" means the lesser of the vote of: (i) 67% or more
of the shares of a Fund present at a meeting, if the holders of more than 50% of
the outstanding shares of the Fund are present or represented by proxy, or (ii)
more than 50% of the shares of a Fund.

Each Fund may not:

(1) borrow money or issue senior securities, except as the 1940 Act, any
rules or orders thereunder, or U.S. Securities and Exchange Commission
("SEC") staff interpretation thereof, may permit;

(2) underwrite the securities of other issuers, except that it may engage
in transactions involving the acquisition, disposition or resale of
its portfolio securities under circumstances where it may be
considered to be an underwriter under the Securities Act of 1933, as
amended (the "1933 Act");

(3) purchase or sell real estate, unless acquired as a result of ownership
of securities or other instruments and provided that this restriction
does not prevent the Fund from investing in issuers which invest, deal
or otherwise engage in transactions in real estate or interests
therein, or investing in securities that are secured by real estate or
interests therein;

(4) make loans, provided that this restriction does not prevent the Fund
from purchasing debt obligations, entering into repurchase agreements,
and loaning its assets to broker/dealers or institutional investors
and investing in loans, including assignments and participation
interests;

(5) make investments that will result in the concentration (as that term
may be defined in the 1940 Act, any rules or orders thereunder, or SEC
staff interpretation thereof) of its total assets in securities of
issuers in any one industry (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities or securities of other investment companies); and

(6) purchase or sell commodities as defined in the Commodity Exchange Act,
as amended, and the rules and regulations thereunder, unless acquired
as a result of ownership of securities or other instruments and
provided that this restriction does not prevent the Fund from engaging
in transactions involving futures contracts and options thereon or
investing in securities that are secured by physical commodities.

Non-Fundamental Investment Restrictions

In addition to the fundamental policies and investment restrictions
described above, and the various general investment policies described in the
Prospectus, each Fund will be subject to the following investment restrictions,
which are considered non-fundamental and may be changed by the Trust's Board of
Trustees (the "Board") without shareholder approval.

(1) Each Fund may not invest more than 15% of its respective net assets in
securities that it cannot sell or dispose of in the ordinary course of
business within seven days at approximately the value at which the
Fund has valued the investment.

(2) Each Fund is permitted to invest in other investment companies,
including open-end, closed-end or unregistered investment companies,
either within the percentage limits set forth in the 1940 Act, any
rule or order thereunder, or SEC staff interpretation thereof, or
without regard to percentage limits in connection with a merger,
reorganization, consolidation or other similar transaction.

Portfolio Turnover

The Academy Core Equity Fund is generally expected to have a portfolio
turnover rate below 100%. The Academy Select Opportunities Fund is expected to
have a portfolio turnover rate in excess of 100%. Portfolio trading will be
undertaken principally to accomplish the Funds' investment objectives. Each Fund
is free to dispose of portfolio securities at any time, subject to complying
with the Internal Revenue Code (the "Code") and the 1940 Act, when changes in
circumstances or conditions make such a move desirable in light of the Fund's
investment objective. Therefore, the Funds will not attempt to achieve or be
limited to a predetermined rate of portfolio turnover.

The portfolio turnover rate tells you the amount of trading activity in a
Fund's portfolio. A turnover rate of 100% would occur, for example, if all of a
Fund's investments held at the beginning of a year were replaced by the end of
the year, or if a single investment was frequently traded. The turnover rate
also may be affected by cash requirements from purchases and redemptions of a
Fund's shares. A high rate of portfolio turnover in any year may increase
brokerage commissions paid and could generate taxes for shareholders on realized
investment gains.

INVESTMENT STRATEGIES AND RISKS

The following information relates to and supplements the description of the
Fund's investment strategies and risks that are contained in the Prospectus and
includes descriptions of permitted investments and investment practices as well
as associated risk factors. Unless otherwise noted, the following investments
are non-principal investments of the Funds.

American Depositary Receipts (ADRs). ADRs as well as other "hybrid" forms of
ADRs, including European Depositary Receipts (EDRs) and Global Depositary
Receipts (GDRs), are certificates evidencing ownership of shares of a foreign
issuer. Depositary receipts may be sponsored or unsponsored. These certificates
are issued by depository banks and generally trade on an established market in
the United States or elsewhere. The underlying shares are held in trust by a
custodian bank or similar financial institution in the issuer's home country.
The depository bank may not have physical custody of the underlying securities
at all times and may charge fees for various services, including forwarding
dividends and interest and corporate actions. ADRs are alternatives to directly
purchasing the underlying foreign securities in their national markets and
currencies. However, ADRs continue to be subject to many of the risks associated
with investing directly in foreign securities.

Investments in the securities of foreign issuers may subject a Fund to
investment risks that differ in some respects from those related to investments
in securities of U.S. issuers. Such risks include future adverse political and
economic developments, possible imposition of withholding taxes on income,
possible seizure, nationalization or expropriation of foreign deposits, possible
establishment of exchange controls or taxation at the source or greater
fluctuation in value due to changes in exchange rates. Foreign issuers of
securities often engage in business practices different from those of domestic
issuers of similar securities, and there may be less information publicly
available about foreign issuers. In addition, foreign issuers are, generally
speaking, subject to less government supervision and regulation and different
accounting treatment than are those in the United States.

Although the two types of depositary receipt facilities (unsponsored or
sponsored) are similar, there are differences regarding a holder's rights and
obligations and the practices of market participants. A depository may establish
an unsponsored facility without participation by (or acquiescence of) the
underlying issuer; typically, however, the depository requests a letter of
non-objection from the underlying issuer prior to establishing the facility.
Holders of unsponsored depositary receipts generally bear all the costs of the
facility. The depository usually charges fees upon the deposit and withdrawal of
the underlying securities, the conversion of dividends into U.S. dollars or
other currency, the disposition of non-cash distributions, and the performance
of other services. The depository of an unsponsored facility frequently is under
no obligation to distribute shareholder communications received from the
underlying issuer or to pass through voting rights to depositary receipt holders
with respect to the underlying securities.

Sponsored depositary receipt facilities are created in generally the same manner
as unsponsored facilities, except that sponsored depositary receipts are
established jointly by a depository and the underlying issuer through a deposit
agreement. The deposit agreement sets out the rights and responsibilities of the
underlying issuer, the depository, and the depositary receipt holders. With
sponsored facilities, the underlying issuer typically bears some of the costs of
the depositary receipts (such as dividend payment fees of the depository),
although most sponsored depositary receipts holders may bear costs such as
deposit and withdrawal fees. Depositories of most sponsored depositary receipts
agree to distribute notices of shareholder meetings, voting instructions, and
other shareholder communications and information to the depositary receipt
holders at the underlying issuer's request.

Borrowing. The Funds may borrow money, but have no current intention to do so.
Each Fund may borrow money to facilitate management of the Fund's portfolio by
enabling the Fund to meet redemption requests when the liquidation of portfolio
instruments would be inconvenient or disadvantageous. Such borrowing is not for
investment purposes and the Fund will seek to repay such borrowings promptly.

As required by the 1940 Act, each Fund must maintain continuous asset coverage
(total assets, including assets acquired with borrowed funds, less liabilities
exclusive of borrowings) of 300% of all amounts borrowed. If, at any time, the
value of a Fund's assets should fail to meet this 300% coverage test, the Fund,
within three days (not including Sundays and holidays), will reduce the amount
of its borrowings to the extent necessary to meet this 300% coverage.
Maintenance of this percentage limitation may result in the sale of portfolio
securities at a time when investment considerations otherwise indicate that it
would be disadvantageous to do so.

In addition to the foregoing, each Fund is authorized to borrow money as a
temporary measure for extraordinary or emergency purposes in amounts not in
excess of 5% of the value of the Fund's total assets. This borrowing is not
subject to the foregoing 300% asset coverage requirement. Each Fund is
authorized to pledge portfolio securities as the Adviser deems appropriate in
connection with any borrowings.

Borrowing may subject the Funds to interest costs, which may exceed the interest
received on the securities purchased with the borrowed funds. Each Fund may
borrow at times to meet redemption requests rather than sell portfolio
securities to raise the necessary cash. Borrowing can involve leveraging when
securities are purchased with the borrowed money. The use of leverage can
amplify the effects of market volatility on a Fund's share price and make the
Fund's returns more volatile because leverage tends to exaggerate the effect of
any increase or decrease in the value of the Fund's portfolio securities. The
use of leverage may also cause a Fund to liquidate portfolio positions when it
would not be advantageous to do so in order to satisfy its obligations.

Equity Securities. As part of their principal investment strategies, the Funds
invest in equity securities, primarily common stocks. Equity securities
represent ownership interests in a company and consist of common stocks,
preferred stocks, warrants to acquire common stock, and securities convertible
into common stock. Investments in equity securities in general are subject to
market risks that may cause their prices to fluctuate over time. Fluctuations in
the value of equity securities in which a fund invests will cause the net asset
value ("NAV") of a fund to fluctuate. The Funds may purchase equity securities
traded in the United States on registered exchanges or the over-the-counter
market. The Funds also may purchase equity securities traded outside of the
United States on registered exchanges or over-the counter market. Equity
securities are described in more detail below:

o Common Stock. As part of their principal investment strategies, the
Funds invest in common stock. Common stock represents an equity or
ownership interest in an issuer. In the event an issuer is liquidated
or declares bankruptcy, the claims of owners of bonds and preferred
stock take precedence over the claims of those who own common stock.

o Preferred Stock. Preferred stock represents an equity or ownership
interest in an issuer that pays dividends at a specified rate and that
has precedence over common stock in the payment of dividends. In the
event an issuer is liquidated or declares bankruptcy, the claims of
owners of bonds take precedence over the claims of those who own
preferred and common stock.

o Warrants. Warrants are instruments that entitle the holder to buy an
equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to
changes in the value of its underlying security. The price of a
warrant may be more volatile than the price of its underlying
security, and a warrant may offer greater potential for capital
appreciation as well as capital loss. Warrants do not entitle a holder
to dividends or voting rights with respect to the underlying security
and do not represent any rights in the assets of the issuing company.
A warrant ceases to have value if it is not exercised prior to its
expiration date. These factors can make warrants more speculative than
other types of investments.

o Convertible Securities. Convertible securities are bonds, debentures,
notes, preferred stocks or other securities that may be converted or
exchanged (by the holder or by the issuer) into shares of the
underlying common stock (or cash or securities of equivalent value) at
a stated exchange ratio. A convertible security may also be called for
redemption or conversion by the issuer after a particular date and
under certain circumstances (including a specified price) established
upon issue. If a convertible security held by a Fund is called for
redemption or conversion, the fund could be required to tender it for
redemption, convert it into the underlying common stock, or sell it to
a third party.

Convertible securities generally have less potential for gain or loss
than common stocks. Convertible securities generally provide yields
higher than the underlying common stocks, but generally lower than
comparable nonconvertible securities. Because of this higher yield,
convertible securities generally sell at a price above their
"conversion value," which is the current market value of the stock to
be received upon conversion. The difference between this conversion
value and the price of convertible securities will vary over time
depending on changes in the value of the underlying common stocks and
interest rates. When the underlying common stocks decline in value,
convertible securities will tend not to decline to the same extent
because of the interest or dividend payments and the repayment of
principal at maturity for certain types of convertible securities.
However, securities that are convertible other than at the option of
the holder generally do not limit the potential for loss to the same
extent as securities convertible at the option of the holder. When the
underlying common stocks rise in value, the value of convertible
securities may also be expected to increase. At the same time,
however, the difference between the market value of convertible
securities and their conversion value will narrow, which means that
the value of convertible securities will generally not increase to the
same extent as the value of the underlying common stocks. Because
convertible securities may also be interest-rate sensitive, their
value may increase as interest rates fall and decrease as interest
rates rise. Convertible securities are also subject to credit risk,
and are often lower-quality securities.

o Small and Mid Cap Issuers. The Select Opportunities Fund invests in
small and mid cap issuers. Investing in equity securities of small and
mid cap companies often involves greater risk than is customarily
associated with investments in companies with larger capitalizations.
This increased risk may be due to the greater business risks of
smaller size, limited markets and financial resources, narrow product
lines and frequent lack of depth of management. The securities of
smaller companies are often traded in the over-the-counter market and
even if listed on a national securities exchange the trading market
(i.e., the volume of trades on any given day) for such securities may
be less active than larger companies listed on that exchange.
Consequently, the securities of these companies may be less liquid,
may have limited market stability, and may be subject to more abrupt
or erratic market movements than securities of larger, more
established growth companies or the market averages in general. As a
result, the prices of the smaller companies owned by the Funds may be
volatile, and the price movements of the Funds' shares will reflect
that volatility.

Foreign Securities. As part of their principal investment strategies, the Funds
may invest in foreign common stocks. Each Fund may invest in other types of
foreign securities as part of their nonprincipal investment strategies. Foreign
securities include equity securities of foreign entities, obligations of foreign
branches of U.S. banks and of foreign banks, including, without limitation,
European Certificates of Deposit, European Time Deposits, European Bankers'
Acceptances, Canadian Time Deposits, Europaper and Yankee Certificates of
Deposit, and investments in Canadian Commercial Paper and foreign securities.
These instruments have investment risks that differ in some respects from those
related to investments in obligations of U.S. domestic issuers. Such risks
include future adverse political and economic developments, the possible
imposition of withholding taxes on interest or other income, possible seizure,
nationalization, or expropriation of foreign deposits, the possible
establishment of exchange controls or taxation at the source, greater
fluctuations in value due to changes in exchange rates, or the adoption of other
foreign governmental restrictions which might adversely affect the payment of
principal and interest on such obligations. Such investments may also entail
higher custodial fees and sales commissions than domestic investments. Foreign
issuers of securities or obligations are often subject to accounting treatment
and engage in business practices different from those respecting domestic
issuers of similar securities or obligations. Foreign branches of U.S. banks and
foreign banks may be subject to less stringent reserve requirements than those
applicable to domestic branches of U.S. banks.

Fixed Income Securities. A Fund may invest in fixed-income securities.
Fixed-income securities consists of bonds, notes debentures and other
interest-bearing securities that represent indebtedness. The market value of the
fixed-income investments in which a Fund invests will change in response to
interest rate changes and other factors. During periods of falling interest
rates, the values of outstanding fixed-income securities generally rise.
Conversely, during periods of rising interest rates, the values of such
securities generally decline. Moreover, while securities with longer maturities
tend to produce higher yields, the prices of longer maturity securities are also
generally subject to greater market fluctuations as a result of changes in
interest rates. Changes by recognized agencies in the rating of any fixed-income
security and in the ability of an issuer to make payments of interest and
principal also affect the value of these investments. Changes in the value of
these securities will not necessarily affect cash income derived from these
securities but will affect a Fund's net asset value.

Futures and Options on Futures. Futures contracts provide for the future sale by
one party and purchase by another party of a specified amount of a specific
security or commodity at a specified future time and at a specified price. An
option on a futures contract gives the purchaser the right, in exchange for a
premium, to assume a position in a futures contract at a specified exercise
price during the term of the option. A Fund will reduce the risk that it will be
unable to close out a futures contract only by entering into futures contracts
that are traded on a national futures exchange regulated by the Commodities
Futures Trading Commission ("CFTC"). A Fund may use futures contracts and
related options for bona fide hedging; attempting to offset changes in the value
of securities held or expected to be acquired or be disposed of; attempting to
minimize fluctuations in foreign currencies; attempting to gain exposure to a
particular market, index or instrument; or other risk management purposes. To
the extent a Fund uses futures and/or options on futures, it will do so in
accordance with Rule 4.5 of the Commodity Exchange Act ("CEA"). The Trust, on
behalf of each Fund, has filed a notice of eligibility for exclusion from the
definition of the term "commodity pool operator" in accordance with Rule 4.5 and
therefore, no Fund is subject to registration or regulation as a commodity pool
operator under the CEA.

An index futures contract is a bilateral agreement pursuant to which two parties
agree to take or make delivery of an amount of cash equal to a specified dollar
amount times the difference between the index value at the close of trading of
the contract and the price at which the futures contract is originally struck.
No physical delivery of the securities comprising the index is made; generally
contracts are closed out prior to the expiration date of the contract.

When a Fund purchases or sells a futures contract, or sells an option thereon,
the Fund is required to "cover" its position in order to limit leveraging and
related risks. To cover its position, a Fund may maintain with its custodian
bank (and marked-to-market on a daily basis), a segregated account consisting of
cash or liquid securities that, when added to any amounts deposited with a
futures commission merchant as margin, are equal to the market value of the
futures contract or otherwise "cover" its position in a manner consistent with
the 1940 Act or the rules and SEC interpretations thereunder. If the Fund
continues to engage in the described securities trading practices and properly
segregates assets, the segregated account will function as a practical limit on
the amount of leverage which the Fund may undertake and on the potential
increase in the speculative character of the Fund's outstanding portfolio
securities. Additionally, such segregated accounts will generally assure the
availability of adequate funds to meet the obligations of a Fund arising from
such investment activities.

A Fund may also cover its long position in a futures contract by purchasing a
put option on the same futures contract with a strike price (i.e., an exercise
price) as high or higher than the price of the futures contract. In the
alternative, if the strike price of the put is less than the price of the
futures contract, the Fund will maintain in a segregated account cash or liquid
securities equal in value to the difference between the strike price of the put
and the price of the futures contract. A Fund may also cover its long position
in a futures contract by taking a short position in the instruments underlying
the futures contract, or by taking positions in instruments with prices which
are expected to move relatively consistently with the futures contract. A Fund
may cover its short position in a futures contract by taking a long position in
the instruments underlying the futures contracts, or by taking positions in
instruments with prices which are expected to move relatively consistently with
the futures contract.

A Fund may cover its sale of a call option on a futures contract by taking a
long position in the underlying futures contract at a price less than or equal
to the strike price of the call option. In the alternative, if the long position
in the underlying futures contract is established at a price greater than the
strike price of the written (sold) call, the Fund will maintain in a segregated
account cash or liquid securities equal in value to the difference between the
strike price of the call and the price of the futures contract. A Fund may also
cover its sale of a call option by taking positions in instruments with prices
which are expected to move relatively consistently with the call option. A Fund
may cover its sale of a put option on a futures contract by taking a short
position in the underlying futures contract at a price greater than or equal to
the strike price of the put option, or, if the short position in the underlying
futures contract is established at a price less than the strike price of the
written put, the Fund will maintain in a segregated account cash or liquid
securities equal in value to the difference between the strike price of the put
and the price of the futures contract. A Fund may also cover its sale of a put
option by taking positions in instruments with prices which are expected to move
relatively consistently with the put option.

There are significant risks associated with a Fund's use of futures contracts
and related options, including the following: (1) the success of a hedging
strategy may depend on the Adviser's ability to predict movements in the prices
of individual securities, fluctuations in markets and movements in interest
rates; (2) there may be an imperfect or no correlation between the changes in
market value of the securities held by the Fund and the prices of futures and
options on futures; (3) there may not be a liquid secondary market for a futures
contract or option; (4) trading restrictions or limitations may be imposed by an
exchange; and (5) government regulations may restrict trading in futures
contracts and options on futures. In addition, some strategies reduce a Fund's
exposure to price fluctuations, while others tend to increase its market
exposure.

Options. A Fund may purchase and write put and call options on securities,
currencies or indices and enter into related closing transactions. A put option
on a security gives the purchaser of the option the right to sell, and the
writer of the option the obligation to buy, the underlying security at any time
during the option period. A call option on a security gives the purchaser of the
option the right to buy, and the writer of the option the obligation to sell,
the underlying security at any time during the option period. The premium paid
to the writer is the consideration for undertaking the obligations under the
option contract.

A Fund may purchase and write put and call options on foreign currencies (traded
on U.S. and foreign exchanges or over-the-counter markets) to manage its
exposure to exchange rates. Call options on foreign currency written by a Fund
will be "covered," which means that the Fund will own an equal amount of the
underlying foreign currency.

Put and call options on indices are similar to options on securities except that
options on an index give the holder the right to receive, upon exercise of the
option, an amount of cash if the closing level of the underlying index is
greater than (or less than, in the case of puts) the exercise price of the
option. This amount of cash is equal to the difference between the closing price
of the index and the exercise price of the option, expressed in dollars
multiplied by a specified number. Thus, unlike options on individual securities,
all settlements are in cash, and gain or loss depends on price movements in the
particular market represented by the index generally, rather than the price
movements in individual securities.

When a Fund writes an option on a security, on an index or a foreign currency,
it will establish a segregated account containing cash or liquid securities in
an amount at least equal to the market value of the option and will maintain the
account while the option is open or will otherwise cover the transaction.

Each Fund may trade put and call options on securities, securities indices and
currencies, as the investment adviser determines is appropriate in seeking the
Fund's investment objective, and except as restricted by the Fund's investment
limitations.

The initial purchase (sale) of an option contract is an "opening transaction."
In order to close out an option position, a Fund may enter into a "closing
transaction," which is simply the sale (purchase) of an option contract on the
same security with the same exercise price and expiration date as the option
contract originally opened. If a Fund is unable to effect a closing purchase
transaction with respect to an option it has written, it will not be able to
sell the underlying security until the option expires or the Fund delivers the
security upon exercise.

A Fund may purchase put and call options on securities to protect against a
decline in the market value of the securities in its portfolio or to anticipate
an increase in the market value of securities that the Fund may seek to purchase
in the future. A Fund purchasing put and call options pays a premium therefor.
If price movements in the underlying securities are such that exercise of the
options would not be profitable for the Fund, loss of the premium paid may be
offset by an increase in the value of the Fund's securities or by a decrease in
the cost of acquisition of securities by the Fund.

A Fund may write covered call options on securities as a means of increasing the
yield on its assets and as a means of providing limited protection against
decreases in its market value. When a Fund writes an option, if the underlying
securities do not increase or decrease to a price level that would make the
exercise of the option profitable to the holder thereof, the option generally
will expire without being exercised and the Fund will realize as profit the
premium received for such option. When a call option of which a Fund is the
writer is exercised, the Fund will be required to sell the underlying securities
to the option holder at the strike price, and will not participate in any
increase in the price of such securities above the strike price. When a put
option of which a Fund is the writer is exercised, the Fund will be required to
purchase the underlying securities at a price in excess of the market value of
such securities.

A Fund may purchase and write options on an exchange or over-the-counter.
Over-the-counter options ("OTC options") differ from exchange-traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and therefore entail the risk of non-performance by the
dealer. OTC options are available for a greater variety of securities and for a
wider range of expiration dates and exercise prices than are available for
exchange-traded options. Because OTC options are not traded on an exchange,
pricing is done normally by reference to information from a market maker. It is
the SEC's position that OTC options are generally illiquid.

The market value of an option generally reflects the market price of an
underlying security. Other principal factors affecting market value include
supply and demand, interest rates, the pricing volatility of the underlying
security and the time remaining until the expiration date.

Risks associated with options transactions include: (1) the success of a hedging
strategy may depend on an ability to predict movements in the prices of
individual securities, fluctuations in markets and movements in interest rates;
(2) there may be an imperfect correlation between the movement in prices of
options and the securities underlying them; (3) there may not be a liquid
secondary market for options; and (4) while a Fund will receive a premium when
it writes covered call options, it may not participate fully in a rise in the
market value of the underlying security.

Illiquid Securities. Illiquid securities are securities that cannot be sold or
disposed of in the ordinary course of business (within seven days) at
approximately the prices at which they are valued. Because of their illiquid
nature, illiquid securities must be priced at fair value as determined in good
faith pursuant to procedures approved by the Funds' Board of Trustees. Despite
such good faith efforts to determine fair value prices, a Fund's illiquid
securities are subject to the risk that the security's fair value price may
differ from the actual price which the Fund may ultimately realize upon its sale
or disposition. Difficulty in selling illiquid securities may result in a loss
or may be costly to the Fund. Under the supervision of the Board, the Adviser
determines the liquidity of a Fund's investments. In determining the liquidity
of the Fund's investments, the Adviser may consider various factors, including
(1) the frequency and volume of trades and quotations; (2) the number of dealers
and prospective purchasers in the marketplace; (3) dealer undertakings to make a
market; and (4) the nature of the security and the market in which it trades
(including any demand, put or tender features, the mechanics and other
requirements for transfer, any letters of credit or other credit enhancement
features, any ratings, the number of holders, the method of soliciting offers,
the time required to dispose of the security, and the ability to assign or
offset the rights and obligations of the security). A Fund will not invest more
than 15% of its net assets in illiquid securities.

Money Market Securities. A Fund may invest in money market securities (the types
of which are discussed below) for liquidity and cash management purposes or if
the Adviser determines that securities meeting the Fund's investment objective
and policies are not otherwise readily available for purchase. For temporary
defensive purposes during periods when the Adviser determines that conditions
warrant, a Fund may increase this percentage up to 100%. For purposes of these
policies, money market securities include (i) short-term U.S. government
securities, including custodial receipts evidencing separately traded interest
and principal components of securities issued by the U.S. Treasury; (ii)
commercial paper rated in the highest short-term rating category by a nationally
recognized statistical ratings organization ("NRSRO"), such as Standard & Poor's
or Moody's, or determined by the Adviser to be of comparable quality at the time
of purchase; (iii) short-term bank obligations (certificates of deposit, time
deposits and bankers' acceptances) of U.S. domestic banks, foreign banks and
foreign branches of domestic banks, and commercial banks with assets of at least
$1 billion as of the end of their most recent fiscal year; and (iv) repurchase
agreements involving such securities. Each of these types of money market
securities is discussed in more detail below.

o U.S. Government Securities. Examples of types of U.S. government
obligations in which a Fund may invest include U.S. Treasury
obligations and the obligations of U.S. government agencies such as
Federal Home Loan Banks, Federal Farm Credit Banks, Federal Land
Banks, the Federal Housing Administration, Farmers Home
Administration, Export-Import Bank of the United States, Small
Business Administration, Fannie Mae, Government National Mortgage
Association, General Services Administration, Student Loan Marketing
Association, Central Bank for Cooperatives, Freddie Mac, Federal
Intermediate Credit Banks, Maritime Administration, and other similar
agencies. Whether backed by the full faith and credit of the U.S.
Treasury or not, U.S. government securities are not guaranteed against
price movements due to fluctuating interest rates.

o U.S. Treasury Obligations. U.S. Treasury obligations consist of
bills, notes and bonds issued by the U.S. Treasury and separately
traded interest and principal component parts of such obligations
that are transferable through the federal book-entry system known
as Separately Traded Registered Interest and Principal Securities
("STRIPS") and Treasury Receipts ("TRs").

o Receipts. Interests in separately traded interest and principal
component parts of U.S. government obligations that are issued by
banks or brokerage firms and are created by depositing U.S.
government obligations into a special account at a custodian
bank. The custodian holds the interest and principal payments for
the benefit of the registered owners of the certificates or
receipts. The custodian arranges for the issuance of the
certificates or receipts evidencing ownership and maintains the
register. TRs and STRIPS are interests in accounts sponsored by
the U.S. Treasury. Receipts are sold as zero coupon securities.

o U.S. Government Zero Coupon Securities. STRIPS and receipts are
sold as zero coupon securities, that is, fixed income securities
that have been stripped of their unmatured interest coupons. Zero
coupon securities are sold at a (usually substantial) discount
and redeemed at face value at their maturity date without interim
cash payments of interest or principal. The amount of this
discount is accreted over the life of the security, and the
accretion constitutes the income earned on the security for both
accounting and tax purposes. Because of these features, the
market prices of zero coupon securities are generally more
volatile than the market prices of securities that have similar
maturity but that pay interest periodically. Zero coupon
securities are likely to respond to a greater degree to interest
rate changes than are non-zero coupon securities with similar
maturity and credit qualities.

o U.S. Government Agencies. Some obligations issued or guaranteed
by agencies of the U.S. government are supported by the full
faith and credit of the U.S. Treasury, others are supported by
the right of the issuer to borrow from the Treasury, while still
others are supported only by the credit of the instrumentality.
Guarantees of principal by agencies or instrumentalities of the
U.S. government may be a guarantee of payment at the maturity of
the obligation so that in the event of a default prior to
maturity there might not be a market and thus no means of
realizing on the obligation prior to maturity. Guarantees as to
the timely payment of principal and interest do not extend to the
value or yield of these securities nor to the value of a Fund's
shares.

o Commercial Paper. Commercial paper is the term used to designate
unsecured short-term promissory notes issued by corporations and other
entities. Maturities on these issues vary from a few to 270 days.

o Obligations of Domestic Banks, Foreign Banks and Foreign Branches of
U.S. Banks. A Fund may invest in obligations issued by banks and other
savings institutions. Investments in bank obligations include
obligations of domestic branches of foreign banks and foreign branches
of domestic banks. Such investments in domestic branches of foreign
banks and foreign branches of domestic banks may involve risks that
are different from investments in securities of domestic branches of
U.S. banks. These risks may include future unfavorable political and
economic developments, possible withholding taxes on interest income,
seizure or nationalization of foreign deposits, currency controls,
interest limitations, or other governmental restrictions which might
affect the payment of principal or interest on the securities held by
a Fund. Additionally, these institutions may be subject to less
stringent reserve requirements and to different accounting, auditing,
reporting and recordkeeping requirements than those applicable to
domestic branches of U.S. banks. Bank obligations include the
following:

o Bankers' Acceptances. Bankers' acceptances are bills of exchange
or time drafts drawn on and accepted by a commercial bank.
Corporations use bankers' acceptances to finance the shipment and
storage of goods and to furnish dollar exchange. Maturities are
generally six months or less.

o Certificates of Deposit. Certificates of deposit are
interest-bearing instruments with a specific maturity. They are
issued by banks and savings and loan institutions in exchange for
the deposit of funds and normally can be traded in the secondary
market prior to maturity. Unless it can be traded on a secondary
market, certificates of deposit with penalties for early
withdrawal will be considered illiquid.

o Time Deposits. Time deposits are non-negotiable receipts issued
by a bank in exchange for the deposit of funds. Like a
certificate of deposit, it earns a specified rate of interest
over a definite period of time; however, it cannot be traded in
the secondary market. Time deposits with a withdrawal penalty or
that mature in more than seven days are considered to be illiquid
securities.

o Repurchase Agreements. A Fund may enter into repurchase
agreements with financial institutions. The Funds follow certain
procedures designed to minimize the risks inherent in such
agreements. These procedures include effecting repurchase
transactions only with large, well-capitalized and
well-established financial institutions whose condition will be
continually monitored by the Adviser. The repurchase agreements
entered into by a Fund will provide that the underlying
collateral at all times shall have a value at least equal to 102%
of the resale price stated in the agreement (the Adviser monitors
compliance with this requirement). Under all repurchase
agreements entered into by a Fund, the custodian or its agent
must take possession of the underlying collateral. In the event
of a default or bankruptcy by a selling financial institution, a
Fund will seek to liquidate such collateral. However, the
exercising of each Fund's right to liquidate such collateral
could involve certain costs or delays and, to the extent that
proceeds from any sale upon a default of the obligation to
repurchase were less than the repurchase price, the Fund could
suffer a loss. It is the current policy of each of the Funds, not
to invest in repurchase agreements that do not mature within
seven days if any such investment, together with any other
illiquid assets held by that Fund, amounts to more than 15% of
the Fund's net assets. The investments of each of the Funds in
repurchase agreements, at times, may be substantial when, in the
view of the Adviser, liquidity or other considerations so
warrant.

Real Estate Investment Trusts (REITs). The Funds may invest in shares of REITs
which are pooled investment vehicles that invest in real estate or real estate
loans or interests. Investing in REITs involves risks similar to those
associated with investing in equity securities of small cap companies.
Furthermore, REITs are dependent on specialized management skills. Some REITs
may have limited diversification and may be subject to risks inherent in
financing a limited number of properties. REITs depend generally on their
ability to generate cash flow to make distributions to shareholders or
unitholders, and may be subject to defaults by borrowers and to
self-liquidations. In addition, a REIT may be affected by its failure to qualify
for tax-free pass-through of income under the Code or its failure to maintain
exemption from registration under the 1940 Act.

Generally, REITs can be classified as Equity REITs, Mortgage REITs and Hybrid
REITs. Equity REITs invest the majority of their assets directly in real
property and derive their income primarily from rents and capital gains from
appreciation realized through property sales. Mortgage REITs invest the majority
of their assets in real estate mortgages and derive their income primarily from
interest payments. Hybrid REITs combine the characteristics of both Equity and
Mortgage REITs. By investing in REITs indirectly through a Fund, shareholders
will bear not only the proportionate share of the expenses of the Fund, but
also, indirectly, similar expenses of underlying REITs. The Funds may be subject
to certain risks associated with the direct investments of the REITs. REITs may
be affected by changes in the value of their underlying properties and by
defaults by borrowers or tenants. Mortgage REITs may be affected by the quality
of the credit extended.

Securities Lending. Although the Funds have no current intention to engage in
securities lending, the Funds reserve the right to lend their portfolio
securities. A Fund may lend portfolio securities to brokers, dealers and other
financial organizations that meet capital and other credit requirements or other
criteria established by the Board. These loans, if and when made, may not exceed
33 1/3% of the total asset value of a Fund (including the loan collateral). A
Fund will not lend portfolio securities to its investment adviser or its
affiliates unless it has applied for and received specific authority to do so
from the SEC. Loans of portfolio securities will be fully collateralized by
cash, letters of credit or U.S. government securities, and the collateral will
be maintained in an amount equal to at least 100% of the current market value of
the loaned securities by marking to market daily. Any gain or loss in the market
price of the securities loaned that might occur during the term of the loan
would be for the account of the Fund. A Fund may pay a part of the interest
earned from the investment of collateral, or other fee, to an unaffiliated third
party for acting as the Fund's securities lending agent.

By lending its securities, a Fund may increase its income by receiving payments
from the borrower that reflect the amount of any interest or any dividends
payable on the loaned securities as well as by either investing cash collateral
received from the borrower in short-term instruments or obtaining a fee from the
borrower when U.S. government securities or letters of credit are used as
collateral. A Fund will adhere to the following conditions whenever its
portfolio securities are loaned: (i) the Fund must receive at least 100% cash
collateral or equivalent securities of the type discussed in the preceding
paragraph from the borrower; (ii) the borrower must increase such collateral
whenever the market value of the securities rises above the level of such
collateral; (iii) the Fund must be able to terminate the loan on demand; (iv)
the Fund must receive reasonable interest on the loan, as well as any dividends,
interest or other distributions on the loaned securities and any increase in
market value; (v) the Fund may pay only reasonable fees in connection with the
loan (which fees may include fees payable to the lending agent, the borrower,
the Fund's administrator and the custodian); and (vi) voting rights on the
loaned securities may pass to the borrower, provided, however, that if a
material event adversely affecting the investment occurs, the Fund must
terminate the loan and regain the right to vote the securities. Any securities
lending activity in which a Fund may engage will be undertaken pursuant to Board
approved procedures reasonably designed to ensure that the foregoing criteria
will be met. Loan agreements involve certain risks in the event of default or
insolvency of the borrower, including possible delays or restrictions upon a
Fund's ability to recover the loaned securities or dispose of the collateral for
the loan, which could give rise to loss because of adverse market action,
expenses and/or delays in connection with the disposition of the underlying
securities.

Securities of Other Investment Companies. Securities of other investment
companies, including shares of closed-end investment companies, exchange traded
funds, unit investment trusts, open-end investment companies, and real estate
investment trusts represent interests in professionally managed portfolios that
may invest in any type of instrument. Investing in other investment companies
involves substantially the same risks as investing directly in the underlying
instruments, but may involve additional expenses at the investment
company-level, such as portfolio management fees and operating expenses. Certain
types of investment companies, such as closed-end investment companies, issue a
fixed number of shares that trade on a stock exchange or over-the-counter at a
premium or a discount to their NAV. Others are continuously offered at NAV, but
may also be traded in the secondary market. Federal securities laws limit the
extent to which a fund can invest in securities of other investment companies. A
Fund is prohibited from acquiring the securities of another investment company
if, as a result of such acquisition: (1) the Fund owns more than 3% of the total
voting stock of the other company; (2) securities issued by any one investment
company represent more than 5% of the Fund's total assets; or (3) securities
(other than treasury stock) issued by all investment companies represent more
than 10% of the total assets of the Fund, unless it does so in reliance on a
statutory exemption under the 1940 Act or rule or SEC staff interpretations
thereunder.

Short Sales. As part of its principal investment strategies, the Academy Select
Opportunity Fund may engage in short sales. The Academy Core Equity Fund may
also engage in short sales. A short sale is considered "against the box" if at
all times during which the short position is open, the Fund owns at least an
equal amount of the securities or securities convertible into, or exchangeable
without further consideration for, securities of the same issue as the
securities that are sold short. A short sale against the box is a taxable
transaction to the Fund with respect to the securities that are sold short.
Uncovered (or naked) short sales are transactions under which the Fund sells a
security it does not own. To complete such a transaction, the Fund must borrow
the security to make delivery to the buyer. The Fund then is obligated to
replace the security borrowed by purchasing the security at the market price at
the time of the replacement. The price at such time may be more or less than the
price at which the security was sold by the Fund. Until the security is
replaced, the Fund is required to pay the lender amounts equal to any dividends
or interest that accrue during the period of the loan. To borrow the security,
the Fund also may be required to pay a premium, which would increase the cost of
the security sold. The proceeds of the short sale will be retained by the
broker, to the extent necessary to meet margin requirements, until the short
position is closed out.

Until the Fund closes its short position or replaces the borrowed security, the
Fund will: (a) maintain a segregated account containing cash or liquid
securities at such a level that (i) the amount deposited in the account plus the
amount deposited with the broker as collateral will equal the current value of
the security sold short; and (ii) the amount deposited in the segregated account
plus the amount deposited with the broker as collateral will not be less than
the market value of the security at the time the security was sold short, or (b)
otherwise cover the Fund's short position.

The Funds may engage in short sales that are either "uncovered" or "against the
box."

DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION

The Board has adopted a policy concerning the selective disclosure of
portfolio holdings information that seeks to ensure that disclosure of
information about portfolio securities is in the best interest of the Funds'
shareholders and to address the conflicts between the interests of the Funds'
shareholders and their service providers. The policy provides that neither the
Funds nor their Adviser or any Trustee, member, officer or employee thereof (a
"Fund Representative") will disclose the Funds' portfolio holdings information
to any person other than in accordance with the policy. For purposes of the
policy, "portfolio holdings information" means the Funds' actual portfolio
holdings, as well as non-public information about their trading strategies or
pending transactions. Under this policy, neither the Funds nor any Fund
Representative may solicit or accept any compensation or other consideration in
connection with the disclosure of portfolio holdings information. The Fund
Representative may provide portfolio holdings information to third parties if
such information has been included in the Funds' public filings with the SEC or
is disclosed on the Funds' publicly available website (www.[ ].com). Information
posted on the Funds' website may be separately provided to any person commencing
the day after it is first published on the Funds' website.

Portfolio holdings information that is not filed with the SEC or posted on
the Funds' publicly available website may be provided to third parties only if
the third party recipients are required to keep all portfolio holdings
information confidential and are prohibited from trading on the information they
receive. Disclosure to such third parties (including, without limitation,
individuals, institutional investors and intermediaries that sell shares of the
Funds) must be approved in advance by the Trust's chief compliance officer, who
must first determine that the Funds have a legitimate business purpose for doing
so. Disclosure will generally be permitted to providers of auditing, custody,
proxy voting and other similar services for the Funds, as well as rating and
ranking organizations.

In general, each recipient of non-public portfolio holdings information
must sign a confidentiality and non-trading agreement, although this requirement
will not apply when the recipient is otherwise subject to a duty of
confidentiality. In accordance with the policy, the identity of those recipients
who receive non-public portfolio holdings information on an ongoing basis is as
follows: the Adviser, the Funds' independent registered public accounting firm,
the Funds' custodian, the Funds' legal counsel, the Funds' administrator and the
Funds' Distributor. These entities are obligated to keep such information
confidential. Third party providers of custodial or accounting services to the
Funds may release non-public portfolio holdings information of the Funds only
with the permission of Fund Representatives who have been pre-approved by the
Board to authorize disclosures.

The Funds currently intend to publish on the Funds' website (www.[ ].com)
the portfolio holdings for the Funds as of the end of each calendar quarter,
subject to a 30 day lag between the date of the information and the date on
which the information is disclosed. In addition, the Funds will publish on their
website their top 10 holdings as of the end of each calendar month no earlier
than 10 days after the end of a calendar month.

Under the policy, Fund Representatives will supply the Board with a list of
third parties who receive portfolio holdings information pursuant to any ongoing
arrangement. In addition, the Board will receive information, on a quarterly
basis, regarding any other disclosures of non-public portfolio holdings
information that were permitted during the preceding quarter and will approve at
its meetings a list of Fund Representatives who are authorized to disclose
portfolio holdings information under the policy. As of the date of this SAI,
only the Trust's chief compliance officer (who is also the Adviser's chief
compliance officer) has been approved by the Board to authorize disclosure of
portfolio holdings information.

MANAGEMENT OF THE TRUST

Trustees and Officers

The business and affairs of the Trust are managed under the direction of
its Board. The Trust's Trustees and principal officers are noted below along
with their ages and their business experience for the past five years. The
Trustees serve for indefinite terms until their resignation, death or removal.
The Funds' officers are elected annually by the Board and serve at the Board's
pleasure.

----------------- ------------------- ---------------- -------------------------------- --------------------- --------------------
Other
Number of Directorships
Portfolios in Fund Held by
Name, Address Position(s) Held Length of Time Principal Occupation(s) During Complex Overseen by Trustee or
and Age with the Trust Served Past 5 Years Trustee or Officer Officer
----------------------------------------------------------------------------------------------------------------------------------
Interested Trustee
----------------------- ------------- ---------------- -------------------------------- --------------------- --------------------

Stephen J. Harmelin
----------------------- ------------- ---------------- -------------------------------- --------------------- --------------------

----------------------------------------------------------------------------------------------------------------------------------
Independent Trustees
----------------------- ------------- ---------------- -------------------------------- --------------------- --------------------

----------------------- ------------- ---------------- -------------------------------- --------------------- --------------------

The officers of the Trust not named above are:

----------------------- ---------------- ------------ ---------------------------------- ----------------- --------------
Number of
Portfolios in Other
Position(s) Fund Complex Directorships
Held with the Length of Principal Occupation(s) During Overseen Held by
Name, Address and Age Trust Time Served Past 5 Years Officer Officer
----------------------- ---------------- ------------ ---------------------------------- ----------------- --------------
David Jacovini President
and
Treasurer
----------------------- ---------------- ------------ ---------------------------------- ----------------- --------------
Roger A. Reynolds, Jr. Secretary
----------------------- ---------------- ------------ ---------------------------------- ----------------- --------------

Share Ownership

Trustee Compensation

The following table describes an estimate of the aggregate compensation to
be received by the Trustees from the Trust during the Trust's fiscal year. Only
the Trustees of the Trust who are not "interested persons" of the Trust or the
Adviser, as defined by the 1940 Act (the "Independent Trustees"), receive
compensation from the Funds.

------------------------- ------------------ --------------------- ----------------------- ---------------------
Pension or Total Compensation
Aggregate Retirement Benefits Estimated Annual from the Investment
Compensation Accrued as Part of Benefits Upon Companies in the
Trustee from the Trust Fund Expenses Retirement Fund Complex
------------------------- ------------------ --------------------- ----------------------- ---------------------

------------------------- ------------------ --------------------- ----------------------- ---------------------

Board Committees

The Board has the following committees:

Audit Committee: This committee monitors accounting and financial reporting
policies and practice, and internal controls for the Trust. It also oversees the
quality and objectivity of the Trust's financial statements and the independent
audit thereof, and acts as a liaison between the Trust's independent registered
public accounting firm and the full Board. The Trust's Audit Committee consists
of the following Independent Trustees: [_______________]. As of the date of this
SAI, the committee has held [ ] meeting.

Nominating Committee: This committee recommends Board members, fills
vacancies and considers the qualifications of Board members. The committee will
consider shareholder recommendations for nomination to the Board only in the
event that there is a vacancy on the Board. Shareholders who wish to submit
recommendations for nominations to the Board to fill a vacancy must submit their
recommendations in writing to the Nominating Committee, c/o Academy Funds Trust,
Mellon Bank Center, 1735 Market Street, Suite 3930, Philadelphia, PA 19103.
Shareholders should include appropriate information on the background and
qualifications of any person recommended (e.g., a resume), as well as the
candidate's contact information and a written consent from the candidate to
serve if nominated and elected. Shareholder recommendations for nominations to
the Board will be accepted on an ongoing basis and such recommendations will be
kept on file for consideration when there is a vacancy on the Board. The
committee consists of the following Independent Trustees: [________________] As
of the date of this SAI, the committee has not yet held a meeting.

Codes of Ethics

The Trust and the Adviser have adopted a Code of Ethics in compliance with
the requirements of Rule 17j-1 under the 1940 Act, which governs personal
securities transactions. Under the Code of Ethics, persons subject to the Code
of Ethics are permitted to engage in personal securities transactions, including
securities that may be purchased or held by the Funds, subject to the
requirements set forth in Rule 17j-1 under the 1940 Act and certain other
procedures set forth in the Code of Ethics. The Code of Ethics is on public file
with, and is available from, the SEC.

Proxy Voting Policies

The Board has adopted Proxy Voting Policies and Procedures ("Policies") on
behalf of the Trust, which delegates the responsibility for voting proxies to
the Adviser, subject to the Board's continuing oversight. The Policies require
that the Adviser vote proxies received in a manner consistent with the best
interests of the Funds and their shareholders. The Policies also require the
Adviser to present to the Board, at least annually, the Adviser's proxy voting
policies and a record of each proxy voted by the Adviser on behalf of the Funds,
including a report on the resolution of all proxies identified by the Adviser as
involving a conflict of interest.

The Adviser has adopted Proxy Voting Policies and Procedures ("Adviser's
Proxy Policies") which require that all proxy voting decisions be made in the
best interest of the Funds and that the Adviser acts in a prudent and diligent
manner intended to enhance the economic value of the assets of the Funds.

Where a proxy proposal raises a material conflict between the Adviser's
interests and the Funds' interests, the Adviser will resolve the conflict by
disclosing the conflict to the Board and by obtaining the Board's consent to
vote.

The Trust is required to annually file Form N-PX, which lists the Funds'
complete proxy voting record for the most recent 12-month period ending August
31. Once filed, the Fund's proxy voting record will be available without charge,
upon request, by calling toll-free 1-800-[ ] and on the SEC's website at
www.sec.gov.

INVESTMENT ADVISER AND OTHER SERVICE PROVIDERS

Investment Adviser

The Adviser, located at Mellon Bank Center, 1735 Market Street, Suite 3930,
Philadelphia, PA 19103, furnishes investment management services to the Funds,
subject to the supervision and direction of the Board. The Adviser also provides
investment management services to other investment accounts. While investment
decisions for the Funds are made independently from other investment accounts,
investment decisions for such other accounts may be made at the same time as
investment decisions for the Funds. The Adviser pays the salaries of all
Trustees, officers (including the chief compliance officer) and employees who
are affiliated with both the Adviser and the Trust. The Adviser is registered
with the SEC as an investment adviser under the Investment Advisers Act of 1940,
as amended.

The Adviser provides investment advisory services to the Trust pursuant to
an Investment Advisory Agreement (the "Advisory Agreement") dated [ ], 2007,
which was approved by each Fund's sole shareholder on that date. Under the terms
of the Advisory Agreement, the Trust employs the Adviser generally to manage the
investment and reinvestment of the Funds' assets. The Advisory Agreement has an
initial term of two years and may be renewed each year only so long as such
renewal and continuance are specifically approved 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 thereof have been approved by the vote of a
majority of the Trust's Independent Trustees who are not parties thereto or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval. The Advisory Agreement may be terminated
without penalty on 60 days' notice by the Trust or by the Adviser. The Advisory
Agreement will terminate automatically in the event of its assignment.

As compensation for the services rendered under the Advisory Agreement, the
Academy Core Equity Fund shall pay the Adviser a fee at an annual rate of 0.75 %
and the Academy Select Opportunities Fund shall pay the Adviser a fee at an
annual rate of 1.0%, both as a percentage of each Fund's average daily net
assets.

Distributor

The Distributor, located at [___________________], serves as the principal
underwriter of the Trust's shares under a Distribution Agreement dated [ ], 2007
(the "Distribution Agreement"). Shares of the Funds are offered on a continuous
basis by the Distributor and may be purchased directly by contacting the
Distributor or the Trust. The Distributor is a registered broker-dealer under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), and each
state's securities laws and is a member of the National Association of
Securities Dealers, Inc. The Board annually reviews fees paid to the
Distributor.

The Distribution Agreement may be terminated at any time: (i) by the Board
or by a vote of a majority of the outstanding voting securities of the Trust on
60 day's written notice to the Distributor; or (ii) by the Distributor. If not
so terminated, the agreement shall continue in effect from year to year only so
long as such continuance is approved annually by the Board or by a vote of a
majority of the outstanding voting securities of the Funds, and, in either
event, by a majority of the Independent Trustees who are not interested persons
of any party to the agreement. The Agreement will terminate automatically in the
event of its assignment.

Fund Administrator

General Information. The Administrator and Fund Accountant for the Funds is
U.S. Bancorp Fund Services,LLC (the "Administrator"), which has its principal
office at 615 East Michigan Street, Milwaukee, Wisconsin 53202 and is primarily
in the business of providing administrative, fund accounting and stock transfer
services to retail and institutional mutual funds. The Administrator performs
these services pursuant to two separate agreements, a Fund Administration
Servicing Agreement and a Fund Accounting Servicing Agreement.

Administration Agreement. Pursuant to the Fund Administration Servicing
Agreement ("Administration Agreement") with the Funds, the Administrator
provides all administrative services necessary for the Funds, other than those
provided by the Adviser, subject to the supervision of the Funds' Board. The
Administrator will provide persons to serve as officers of the Funds. Such
officers may be directors, officers or employees of the Administrator or its
affiliates.

The Administration Agreement is terminable by the Board or the
Administrator on sixty days' written notice and may be assigned provided the
non-assigning party provides prior written consent. The Administration Agreement
shall remain in effect for two years from the date of its initial approval, and
subject to annual approval of the Board for one-year periods thereafter. The
Administration Agreement provides that in the absence of the Administrator's
refusal or willful failure to comply with the Agreement or bad faith, negligence
or willfull misconduct on the part of the Administrator, the Administrator shall
not be liable for any action or failure to act in accordance with its duties
thereunder.

Under the Administration Agreement, the Administrator provides all
administrative services, including, without limitation: (i) providing services
of persons competent to perform such administrative and clerical functions as
are necessary to provide effective administration of the Funds; (ii) overseeing
the performance of administrative and professional services to the Funds by
others, including the Funds' Custodian; (iii) preparing, but not paying for, the
periodic updating of the Funds' Registration Statement, Prospectus and Statement
of Additional Information in conjunction with Fund counsel, including the
printing of such documents for the purpose of filings with the Securities and
Exchange Commission and state securities administrators, preparing the Funds'
tax returns, and preparing reports to the Funds' shareholders and the Securities
and Exchange Commission; (iv) calculation of yield and total return for the
Funds; (v) monitoring and evaluating daily income and expense accruals, and
sales and redemptions of shares of the Funds (vi) preparing in conjunction with
Fund counsel, but not paying for, all filings under the securities or "Blue Sky"
laws of such states or countries as are designated by the Distributor, which may
be required to register or qualify, or continue the registration or
qualification, of each Fund and/or its shares under such laws; (vii) preparing
notices and agendas for meetings of the Funds' Board and minutes of such
meetings in all matters required by the 1940 Act to be acted upon by the Board;
and (viii) monitoring periodic compliance with respect to all requirements and
restrictions of the 1940 Act, the Internal Revenue Code and the Prospectus.

For the administrative services rendered to the Funds by the Administrator,
the Funds pay the Administrator a minimum annual fee of $[ ]. The Administrator
charges the Funds an annual fee of [___]of the average daily net assets.

Accounting Agreement. The Fund Accountant, pursuant to the Fund Accounting
Servicing Agreement ("Accounting Agreement"), provides the Funds with all
accounting services, including, without limitation: (i) daily computation of net
asset value; (ii) maintenance of security ledgers and books and records as
required by the 1940 Act; (iii) production of each Fund's listing of portfolio
securities and general ledger reports; (iv) reconciliation of accounting
records; and (v) maintaining certain books and records described in Rule 31a-1
under the 1940 Act, and reconciling account information and balances among the
Funds' Custodian and Adviser.

For the fund accounting services rendered to the Funds by the Fund
Accountant, the Funds pay the Fund Accountant a minimum annual fee of $[___].
The Fund Accountant is also entitled to certain out-of-pocket expenses,
including pricing expenses.

Custodian, Transfer Agent and Dividend Agent

U.S. Bank, N.A., Custody Operations, 1555 N. River Center Drive, Suite 302,
Milwaukee, WI 53212, serves as custodian for each Fund's cash and securities.
Pursuant to a Custodian Servicing Agreement with the Funds, it is responsible
for maintaining the books and records of each Fund's portfolio securities and
cash. The Custodian receives a minimum annual fee of $[___] or [___]% of each
Fund's average daily net assets, whichever is greater. The Custodian does not
assist in, and is not responsible for, investment decisions involving assets of
the Funds. U.S. Bancorp Fund Services, LLC, the Funds' Administrator, also acts
as the Funds' transfer and dividend agent. U.S. Bancorp Fund Services, LLC has
its principal office at 615 East Michigan Street, Milwaukee, Wisconsin 53202.

Legal Counsel

Stradley Ronon Stevens & Young, LLP serves as the Trust's legal counsel.

Independent Registered Public Accounting Firm

[_________________________], located at [_______________________], has been
selected as the independent registered public accounting firm for the Trust. As
such, they are responsible for auditing the Trust's annual financial statements.

PORTFOLIO MANAGERS

Other Accounts Managed

The following chart lists certain information about types of other accounts
for which each portfolio manager is primarily responsible as of [ ], 2007.

Number of Accounts
with Total Assets in
No. of Total Assets Performance-Based Accounts with
Name Accounts Managed Fees Performance-Based Fees
--------------------------------------------------------------------------------------------

Description of Potential Material Conflicts of Interest

The portfolio managers have day-to-day management responsibilities with
respect to other investments accounts and, accordingly, may be presented with
potential or actual conflicts of interest.

The management of other accounts may result in the portfolio managers
devoting unequal time and attention to the management of the Funds and/or other
accounts. In approving the Advisory Agreement, the Board was satisfied that the
portfolio managers would be able to devote sufficient attention to the
management of the Funds and that the Adviser seeks to manage such competing
interests for the time and attention of the portfolio managers.

With respect to securities transactions for the Funds, the Adviser
determines which broker to use to execute each transaction, consistent with its
duty to seek best execution of the transaction. For buy or sell transactions
considered simultaneously for the Funds and other accounts, orders are placed at
the same time. The portfolio managers use their best efforts to ensure that no
client is treated unfairly in relation to any other client over time in the
allocation of securities or the order of the execution of transactions. The
portfolio managers generally allocate trades on the basis of assets under
management so that the securities positions represent equal exposure as a
percentage of total assets of each client. The Funds and client accounts are not
generally invested in thinly traded or illiquid securities; therefore, conflicts
in fulfilling investment opportunities are to some extent minimized. If an
aggregated trade order is not substantially filled, it will generally be
allocated pro rata.

Other than the general potential conflicts noted above, the portfolio
managers are not subject to any other specific potential conflicts of interest.

Compensation

Fund Shares Owned by the Portfolio Managers

As of [ ], 2007, the portfolio managers owned shares of the Funds as
follows.

TRADING AND BROKERAGE

The Adviser is responsible for selecting brokers and dealers to effect
purchases or sales of securities for the accounts of the Funds. In selecting
such brokers, the Adviser seeks best execution of orders at the most favorable
price in light of the overall quality of brokerage and research services
provided, as described in this and the following paragraph. In selecting brokers
to effect portfolio transactions, the determination of what is expected to
result in best execution at the most favorable price involves a number of
largely judgmental considerations. Among these considerations is the Adviser's
evaluation of a broker's: efficiency in executing and clearing transactions;
block trading capability (including a broker's willingness to position
securities); familiarity with the security; and financial strength and
stability. The most favorable price to the Funds means the best net price
without regard to the mix between purchase or sale price and commission, if any.

Although it does not currently intend to do so, the Adviser may also take
into consideration the research, analytical, statistical and other information
and services provided by the broker (such as general economic reports and
information, reports or analyses of particular companies or industry groups and
technical information) and the availability of the brokerage firm's analysts for
consultation in allocating the Fund's brokerage. While the Adviser believes
these services have substantial value, they are considered supplemental to the
Adviser's own efforts in the performance of its duties under the Advisory
Agreement and, to the extent these services are used, it will be on a limited
basis. As permitted by the Advisory Agreement and in accordance with Section
28(e) of the 1934 Act, the Adviser may pay brokers higher brokerage commissions
than might be available from other brokers if the Adviser determines in good
faith that such amount paid is reasonable in relation to the value of the
overall quality of the brokerage, research and other services provided viewed in
terms of either the particular transactions or the Adviser's overall
responsibilities with respect to the accounts over which it exercises investment
discretion. Other clients of the Adviser may therefore benefit from the
availability of these services to the Adviser, and the Funds may benefit from
services available to the Adviser as a result of similar transactions for the
Adviser's other clients.

CAPITAL STRUCTURE

The Trust currently has authorized and allocated to the Funds an unlimited
number of shares of beneficial interest with no par value to the Funds'
Investors Class Shares. The Trustees of the Trust may, at any time and from time
to time, by resolution, authorize the establishment and division of additional
shares of the Trust into an unlimited number of series and the division of any
series (including the Funds) into two or more classes. When issued in accordance
with the Trust's registration statement, governing instruments and applicable
law (all as may be amended from time to time), all of the Trust's shares are
fully paid and non-assessable. Shares do not have preemptive rights.

All shares of each Fund represent an undivided proportionate interest in
the assets of the Fund. Shareholders of the Trust are entitled to one vote for
each full share and to a proportionate fractional vote for each fractional share
standing in the shareholder's name on the books of the Trust. However, matters
affecting only one particular fund or class can be voted on only by shareholders
in such fund or class. The shares of the Trust are not entitled to cumulative
voting, meaning that holders of more than 50% of the Trust's shares may elect
the entire Board. All shareholders are entitled to receive dividend and/or
capital gains when and as declared by the Trustees from time to time and as
discussed in the Prospectus.

PURCHASE AND REDEMPTION OF SHARES

Purchasing Shares

Shares of the Funds are sold in a continuous offering and may be purchased
on any Business Day (as defined in the Prospectus) through authorized investment
dealers or directly from the Funds' Distributor. The Trust reserves the right to
suspend sales of a Fund's shares, and reject any order for the purchase of a
Fund's shares if, in the opinion of management, such rejection is in the Fund's
best interest.

Share Certificates and Confirmations. The Funds do not issue share
certificates representing shares purchased. Confirmations of the opening of an
account and of all subsequent transactions in the account are forwarded by the
Funds to the shareholder's address of record.

Anti-Money Laundering Program. The Trust has established an Anti-Money
Laundering Compliance Program (the "AML Program") as required by the USA PATRIOT
Act. To ensure compliance with this law, the Trust's AML Program provides for
the development of internal practices, procedures and controls; designation of
anti-money laundering compliance officers; an ongoing training program; and an
independent audit function to determine the effectiveness of the AML Program.
Procedures to implement the AML Program include, but are not limited to,
determining that the Trust's Distributor and transfer agent have established
proper anti-money laundering procedures, including to report suspicious and/or
fraudulent activity and to undertake a complete and thorough review of all new
account applications. The Trust will not transact business with any person or
entity whose identity cannot be adequately verified under the provisions of the
USA PATRIOT Act.

The Funds may be required to freeze the account of a shareholder if the
shareholder appears to be involved in suspicious activity or if certain account
information matches information on government lists of known terrorist or other
suspicious persons, or the Funds may be required to transfer the account or
proceeds of the account to a government agency.

Redeeming Shares

Under the 1940 Act, the Funds may suspend redemption privileges or postpone
the date of payment during any period: (i) when the New York Stock Exchange
("NYSE") is closed or trading on the NYSE is restricted as determined by the
SEC; (ii) when an emergency exists, as defined by the SEC, that makes it not
reasonably practicable for the Funds to dispose of securities owned by them or
fairly to determine the value of their assets; or (iii) as the SEC may otherwise
permit. The redemption price may be more or less than the shareholder's cost,
depending on the market value of a Fund's portfolio at the time of redemption.

Signature Guarantees. A signature guarantee of each shareholder on an
account is required to redeem shares if a shareholder requests: (i) a redemption
from an IRA account; (ii) redemption proceeds be sent to an address other than
that on record with the Funds; or (iii) proceeds be made payable to someone
other than the shareholder(s) of record.

Signature guarantees are designed to protect both the shareholder and the
Funds from fraud. Signature guarantees can be obtained from most banks, credit
unions or savings associations, or from broker/dealers, municipal securities
broker/dealers, government securities broker/dealers, national securities
exchanges, registered securities exchanges or clearing agencies deemed eligible
by the SEC. The Funds do not accept signatures certified by a notary public as
the equivalent of a signature guarantee.

Additional Documentation. Additional documents are required for certain
types of shareholders, such as corporations, partnerships, executors, trustees,
administrators or guardians. The Funds' transfer agent requires documents from
entities to identify individuals possessing authority to redeem shares from the
Funds. The documentation may include certified corporate resolutions,
partnership agreements, trust instruments or plans that give such authority to
the individual.

Redemption In-Kind. The Funds have elected to be governed by Rule 18f-1
under the 1940 Act, which obligates the Funds to redeem shares in cash, with
respect to any one shareholder during any 90-day period, up to the lesser of
$250,000 or 1% of the assets of the Fund redeemed. Subject to Rule 18f-1, if the
Adviser determines that existing conditions make cash payments undesirable,
redemption payments may be made in whole or in part in securities or other
financial assets, valued for this purpose as they are valued in computing the
NAV for the Funds' shares (a "redemption in-kind"). Shareholders receiving
securities or other financial assets in a redemption in-kind may realize a gain
or loss for tax purposes, and will incur any costs of sale, as well as the
associated inconveniences. If you expect to make a redemption in excess of the
lesser of $250,000 or 1% of the Fund's assets during any 90-day period and would
like to avoid any possibility of being paid with securities in-kind, you may do
so by providing the Funds with an unconditional written instruction to redeem at
least 15 calendar days prior to the date on which the redemption transaction is
to occur, specifying the dollar amount or number of shares to be redeemed and
the date of the transaction. This will provide the Funds with sufficient time to
raise the cash in an orderly manner to pay the redemption and thereby minimize
the effect of the redemption on the Funds' remaining shareholders.

DETERMINING OFFERING PRICE AND NET ASSET VALUE

Orders for purchases and redemptions of the Funds are effected at the NAV
per share next calculated after receipt of the order by the Funds, their agent
or certain other authorized persons. The Funds' NAV is computed as of the close
of regular trading on a Business Day. The NYSE is scheduled to be open Monday
through Friday throughout the year except for days when the following holidays
are observed: New Year's Day, Martin Luther King, Jr.'s Birthday, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas. When the NYSE is closed, the Funds will generally be closed, pricing
calculations will not be made and purchase and redemption orders will not be
processed.

The NAV per share for each Fund is calculated by subtracting the Fund's
liabilities from its total assets and dividing the resulting number by the
number of Fund shares outstanding. In determining each Fund's total net assets,
portfolio securities primarily listed or traded on a national or foreign
securities exchange, except for bonds, are generally valued at the closing price
on that exchange, unless such closing prices are determined to be not readily
available pursuant to the Funds' pricing procedures. Exchange traded options are
valued at the last reported sale price or, if no sales are reported, at the mean
between bid and asked prices. Non-exchange traded options are valued at fair
value using a mathematical model. Futures contracts are valued at their daily
quoted settlement price. Securities not traded on a particular day,
over-the-counter securities, and government and agency securities are valued at
the mean value between bid and asked prices. Money market instruments having a
maturity of less than 60 days are valued at amortized cost, which approximates
market value. Debt securities (other than short-term obligations) are valued on
the basis of valuations provided by a pricing service when such prices are
believed to reflect the fair value of such securities. Foreign securities and
the prices of foreign securities denominated in foreign currencies are
translated to U.S. dollars at the mean between the bid and offer quotations of
such currencies based on rates in effect as of the close of the London Stock
Exchange. Use of a pricing service has been approved by the Board. Prices
provided by a pricing service take into account appropriate factors such as
institutional trading in similar groups of securities, yield, quality, coupon
rate, maturity, type of issue, trading characteristics and other market data.
Subject to the foregoing, securities for which market quotations are not readily
available and other assets are valued at fair value as determined in good faith
and in a method approved by the Board. The Trust will also use the fair value of
a foreign security at the time of calculating its NAV when events following the
close of the foreign markets on which the foreign security trades indicate that
such closing price does not reflect the foreign securities fair value.

DISTRIBUTIONS AND TAXES

Distributions of net investment income

Each Fund receives income generally in the form of dividends and interest
on its investments. This income, less expenses incurred in the operation of the
Fund, constitutes the Fund's net investment income from which dividends may be
paid to you. If you are a taxable investor, any income dividends (other than
qualified dividends) the Funds pay are taxable to you as ordinary income. A
portion of the income dividends paid to you may be qualified dividends eligible
to be taxed at reduced rates. A portion of the income dividends may also be
designated as interest-related or short-term capital dividends that will not be
subject to nonresident alien withholding for most non-U.S. investors. See the
section on "Non-U.S. investors" for more information on interest-related and
short-term capital gain dividends.

Distributions of capital gains

Each Fund may realize capital gains and losses on the sale of its portfolio
securities. Distributions of short-term capital gains are taxable to you as
ordinary income.

Distributions of long-term capital gains are taxable to you as long-term
capital gains, regardless of how long you have owned your shares in the Funds.
Any net capital gains realized by the Funds generally are distributed once each
year, and may be distributed more frequently, if necessary, to reduce or
eliminate excise or income taxes on the Funds.

Capital gain dividends and any net long-term capital gains you realize from
the sale of Fund shares are subject to a maximum rate of tax of 15% for
individuals (5% for individuals in the 10% and 15% federal income tax brackets).
For individuals in the 10% and 15% tax brackets, the rate for net long-term
capital gains realized in calendar years 2008 through 2010 is further reduced
from 5% to 0%. These reduced rates of taxation of capital gain dividends and net
long-term capital gains are now scheduled to sunset on December 31, 2010, unless
extended or made permanent before that date.

Returns of capital

If a Fund's distributions exceed its taxable income and realized capital
gains for a taxable year, all or a portion of the distributions made in that
taxable year may be characterized as a return of capital to you. A return of
capital distribution will generally not be taxable, but will reduce the cost
basis that you have in your Fund shares and will result in a higher capital gain
or in a lower capital loss when you sell your shares. Any return of capital in
excess of the basis in your Fund shares, however, will be taxable as a capital
gain.

Investments in foreign securities

The next three paragraphs describe tax considerations that are applicable
to each Fund's investments in foreign securities.

Effect of foreign withholding taxes. Each Fund may be subject to foreign
withholding taxes on income from certain foreign securities. This, in turn,
could reduce the Fund's income dividends paid to you.

Effect of foreign debt investments on distributions. Most foreign exchange gains
realized on the sale of debt securities are treated as ordinary income by the
Funds. Similarly, foreign exchange losses realized on the sale of debt
securities generally are treated as ordinary losses. These gains when
distributed are taxable to you as ordinary income, and any losses reduce the
Funds' ordinary income otherwise available for distribution to you. This
treatment could increase or decrease the Funds' ordinary income distributions to
you, and may cause some or all of the Funds' previously distributed income to be
classified as a return of capital.

PFIC securities. The Funds may invest in securities of foreign entities that
could be deemed for tax purposes to be passive foreign investment companies
(PFICs). When investing in PFIC securities, each Fund intends to mark-to-market
these securities and recognize any gains at the end of its fiscal and excise
(described below) tax years. Deductions for losses are allowable only to the
extent of any current or previously recognized gains. These gains (reduced by
allowable losses) are treated as ordinary income that the Fund is required to
distribute, even though it has not sold the securities. If the Fund is unable to
identify an investment as a PFIC security and thus does not make a
mark-to-market election, the Fund may be subject to U.S. federal income tax on a
portion of any "excess distribution" or gain from the sale of the PFIC shares
even if such income is distributed to you as a taxable dividend. Additional
charges in the nature of interest may be imposed on the Fund on any deferred
taxes arising from such income or gains. You should also be aware that a Fund's
designation of a foreign security as a PFIC security will cause the income
dividends of any designated securities to fall outside of the definition of
qualified foreign corporation dividends. These dividends generally will not
qualify for the reduced rate of taxation on qualified dividends when distributed
to you by the Fund.

Information on the amount and tax character of distributions

Each Fund will inform you of the amount of your income dividends and
capital gain distributions at the time they are paid, and will advise you of
their tax status for federal income tax purposes shortly after the close of each
calendar year. The amount of income dividends designated by the Fund, consisting
of qualified dividend income (which is relevant to U.S. investors) and
interest-related and short-term capital gain dividends (which are relevant to
non-U.S. investors) may exceed the total amount of income dividends paid. These
designations will not result in more income being reported to you, but rather
will allow the Fund to make its designations in a manner that is more tax
efficient to both U.S. and non-U.S. investors. If you have not owned your Fund
shares for a full year, each Fund may designate and distribute to you, as
ordinary income, qualified dividends, or capital gain distributions
(distributions of net long-term capital gains), a percentage of income that may
not be equal to the actual amount of each type of income earned during the
period of your investment in the Fund. If you are a non-U.S. investor, the Fund
may also designate and distribute to you as an interest-related or short-term
capital gain dividend, a percentage of income that may not be equal to the
actual amount of each of these types of income earned during the period of your
investment in the Fund. Distributions declared in December to shareholders of
record in such month, but paid in January, are taxable to you as if paid in
December.

Election to be taxed as a regulated investment company

Each Fund intends to qualify and elect to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code (Code). As a
regulated investment company, each Fund generally pays no federal income tax on
the income and gains it distributes to you. The Board reserves the right not to
elect regulated investment company status for each Fund if it determines this
course of action to be beneficial to shareholders. In that case, each affected
Fund would be subject to federal, and possibly state, corporate taxes on its
taxable income and gains, and distributions to you would be taxed as dividend
income to the extent of the Fund's earnings and profits.

Excise tax distribution requirements

Required distributions. To avoid federal excise taxes, the Code requires each
Fund to distribute to you by December 31 of each year, at a minimum, the
following amounts:

o 98% of its taxable ordinary income earned during the calendar year;

o 98% of its capital gain net income earned during the twelve month
period ending October 31; and

o 100% of any undistributed amounts of these categories of income or
gain from the prior year.

Each Fund intends to declare and pay these distributions in December (or to
pay them in January, in which case you must treat them as received in December),
but can give no assurances that its distributions will be sufficient to
eliminate all taxes.

Tax reporting for income and excise tax years. Because the periods for measuring
a regulated investment company's income are different for income (determined on
a fiscal year basis) and excise tax years (determined as noted above), special
rules are required to calculate the amount of income earned in each period, and
the amount of earnings and profits needed to support that income. For example,
if a Fund uses the excise tax period ending on October 31 as the measuring
period for calculating and paying out capital gain net income and realizes a net
capital loss between November 1 and the end of the Fund's fiscal year, it will
likely have insufficient earnings and profits for its taxable year to support
its required excise tax distribution. Accordingly, the Fund is permitted to
elect to treat its realized capital loss (its "post-October loss") as occurring
on the first day of its next fiscal year. Because these rules are not entirely
clear, each Fund may be required to interpret the post-October loss and other
rules relating to these different year-ends to determine its taxable income and
capital gains. Each Fund's reporting of income and its allocation between
different taxable and excise tax years may be challenged by the Internal Revenue
Service (IRS), possibly resulting in adjustments in the income reported by each
Fund on its tax returns and/or by the Fund to you on your year-end tax
statements.

Sales of Fund shares

Sales and exchanges of Fund shares are taxable transactions for federal and
state income tax purposes. If you sell your Fund shares, or exchange them for
shares of another fund, the IRS requires you to report any gain or loss on your
sale or exchange. If you owned your shares as a capital asset, any gain or loss
that you realize is a capital gain or loss, and is long-term or short-term,
depending on how long you owned your shares.

Sales at a loss within six months of purchase. Any loss incurred on the sale or
exchange of Fund shares owned for six months or less is treated as a long-term
capital loss to the extent of any long-term capital gains distributed to you by
the Fund on those shares.

Wash sales. All or a portion of any loss that you realize on the sale of your
Fund shares is disallowed to the extent that you buy other shares in the Fund
within 30 days before or after your sale. Any loss disallowed under these rules
is added to your tax basis in the new shares.

Tax certification and backup withholding

Tax laws require that you certify your tax information when you become an
investor in the Funds. For U.S. residents and resident aliens, this
certification is made on IRS Form W-9. Under these laws, the Funds must withhold
a portion of your taxable distributions and sales proceeds unless you:

o provide your correct Social Security or taxpayer identification
number,

o certify that this number is correct,

o certify that you are not subject to backup withholding, and

o certify that you are a U.S. person (including a U.S. resident alien).

Each Fund also must withhold if the IRS instructs it to do so. When withholding
is required, the amount will be 28% of any distributions or proceeds paid.

Non-U.S. investors have special U.S. tax certification requirements. See
the section below entitled "Tax certification and backup withholding as applied
to non-U.S. investors."

U.S. government securities

The income earned on certain U.S. government securities is exempt from
state and local personal income taxes if earned directly by you. States also
grant tax-free status to mutual fund dividends paid to you from interest earned
on these securities, subject in some states to minimum investment or reporting
requirements that must be met by a fund. The income on Fund investments in
certain securities, such as repurchase agreements, commercial paper and federal
agency-backed obligations (e.g., Ginnie Mae and Fannie Mae securities),
generally does not qualify for tax-free treatment. The rules on exclusion of
this income are different for corporations.

Qualified dividends

For individual shareholders, a portion of the dividends paid by each Fund
may be qualified dividend income eligible for taxation at the 15% long-term
capital gain rate (5% for individuals in the 10% and 15% federal rate brackets).

Dividends earned on the following income sources will qualify for this
treatment:

o dividends paid by domestic corporations, and

o dividends paid by qualified foreign corporations, including:

- corporations incorporated in a possession of the U.S.,

- corporations eligible for benefits of a comprehensive income tax
treaty with the United States that the Treasury Department
determines is satisfactory (including an exchange of information
program), and

- corporations whose stock is readily tradable on an established
securities market in the United States.

For individuals in the 10% and 15% tax brackets, the rate for qualified
dividends received in calendar years 2008 through 2010 is further reduced from
5% to 0%.

Dividends from corporations exempt from tax, passive foreign investment
companies (PFICs), and dividends paid from interest earned by the Funds on debt
securities generally will not qualify for this favorable tax treatment.

Each Fund and the investor must meet certain holding period requirements to
qualify Fund dividends for this treatment. Specifically, the Fund must hold the
stock for at least 61 days during the 121-day period beginning 60 days before
the stock becomes ex-dividend. Similarly, investors must hold their Fund shares
for at least 61 days during the 121-day period beginning 60 days before the Fund
distribution goes ex-dividend. The ex-dividend date is the first date following
the declaration of a dividend on which the purchaser of stock is not entitled to
receive the dividend payment. When counting the number of days you held your
Fund shares, include the day you sold your shares but not the day you acquired
these shares.

While the income received in the form of a qualified dividend is taxed at
the same rates as long-term capital gains, such income will not be considered as
a long-term capital gain for other federal income tax purposes. For example, you
will not be allowed to offset your long-term capital losses against qualified
dividend income on your federal income tax return. Any qualified dividend income
that you elect to be taxed at these reduced rates also cannot be used as
investment income in determining your allowable investment interest expense. For
other limitations on the amount of or use of qualified dividend income on your
income tax return, please contact your personal tax advisor.

After the close of its fiscal year, each Fund will designate the portion of
its ordinary dividend income that meets the definition of qualified dividend
income taxable at reduced rates. If 95% or more of the Fund's income is from
qualified sources, it will be allowed to designate 100% of its ordinary income
distributions as qualified dividend income. This designation rule may have the
effect of converting small amounts of ordinary income or net short-term capital
gains, that otherwise would be taxable as ordinary income, into qualified
dividend income eligible for taxation at reduced rates.

Sunsetting of provisions. The special provisions dealing with qualified dividend
income, and the reduced rate of taxation of long-term capital gains that were
adopted as part of the 2003 Tax Act and that have been recently extended by the
2005 Tax Increase Prevention and Reconciliation Act (2005 Tax Act) are scheduled
to sunset on December 31, 2010, unless extended or made permanent before that
date. If the 2003 Tax Act changes as extended in 2005 do sunset in 2010, the
rules on taxation of capital gains that were in effect prior to the 2003 Tax
Act, including provisions for the taxation of five-year gains, will again be
effective for 2011 and later years.

Dividends-received deduction for corporations

For corporate shareholders, a portion of the dividends paid by each Fund
may qualify for the dividends-received deduction. This deduction generally is
available to corporations for dividends paid by a fund out of income earned on
its investments in domestic corporations.

Because the income of the Funds generally is derived from investments in
domestic securities, it is anticipated that a portion of the dividends paid by
the Funds will qualify for this deduction. You may be allowed to deduct these
qualified dividends, thereby reducing the tax that you would otherwise be
required to pay. All dividends (including the deducted portion) are included in
your calculation of alternative minimum taxable income.

Investment in complex securities

Each Fund may invest in complex securities that could require it to adjust
the amount, timing and/or tax character (ordinary or capital) of gains and
losses it recognizes on these investments. This, in turn, could affect the
amount, timing and/or tax character of income distributed to you. For example,

Derivatives. Each Fund is permitted to invest in certain derivative contracts,
including options, futures, forwards or foreign currency contracts. If it makes
these investments, it could be required to mark-to-market these contracts and
realize any unrealized gains and losses at its fiscal year end even though it
continues to hold the contracts. Under these rules, gains or losses on the
contracts generally would be treated as 60% long-term and 40% short-term gains
or losses, but gains or losses on certain foreign currency contracts would be
treated as ordinary income or losses. In determining its net income for excise
tax purposes, each Fund also would be required to mark-to-market these contracts
annually as of October 31 (for capital gain net income and ordinary income
arising from certain foreign currency contracts) and to realize and distribute
any resulting income and gains.

Each Fund is also permitted to invest in derivative contracts that are tied
to commodities or commodity indices. The IRS has recently ruled that income from
these contracts is not qualifying income under the Code. To the extent that each
Fund does invest in these securities, it will only do so to the extent that such
an investment will not disqualify the Fund as a regulated investment company.

Short Sales. Each Fund's entry into a short sale transaction or an option or
other contract could be treated as the "constructive sale" of an "appreciated
financial position," causing it to realize gain, but not loss, on the position.

Securities lending transactions. Each Fund's entry into securities lending
transactions may cause the replacement income earned on the loaned securities to
fall outside of the definition of qualified dividend income. This replacement
income generally will not be eligible for reduced rates of taxation on qualified
dividend income, and, to the extent that debt securities are loaned, will
generally not qualify as qualified interest income for foreign withholding tax
purposes.

Tax straddles. Each Fund's investment in options, futures, forwards, foreign
currency contracts, actively traded stock or a position with respect to
substantially similar or related property in connection with certain hedging
transactions could cause the Fund to hold offsetting positions in securities. If
the Fund invests in these securities, or if its risk of loss with respect to
specific securities in its portfolio is substantially diminished by the fact
that it holds other securities in a spread, collar, straddle or similar type of
transaction, the Fund could be deemed to have entered into a tax "straddle" or
to hold a "successor position" that would require any loss realized by it to be
deferred for tax purposes.

Each of these investments by a Fund in complex securities is subject to special
tax rules that could affect the amount, timing and/or tax character of income
realized by the Fund and distributed to you.

Excess inclusion income of certain tax-exempt shareholders from an investment by
the Fund in REITs and REMIC residual interests. Certain tax-exempt shareholders,
including qualified pension plans, individual retirement accounts, salary
deferral arrangements (401(k)s) and other tax-exempt entities, generally are
exempt from federal income taxation except with respect to their unrelated
business taxable income (UBTI). Under current law, each Fund serves to block
UBTI from being realized by its tax-exempt shareholders. Notwithstanding the
foregoing, a tax exempt shareholder could realize UBTI by virtue of its
investment in a Fund if: (i) the Fund invests in a residual interest in a real
estate mortgage investment conduit (REMIC) or in a REIT that holds a REMIC
residual interest (income that is attributable to these residual interests is
referred to in the Code as an "excess inclusion income") or (ii) shares in the
Fund constitute debt-financed property in the hands of the tax exempt
shareholder within the meaning of Code Section 514(b). In addition, if a REIT,
that issues debt securities with more than one maturity, owns a "taxable
mortgage pool" within the meaning of Code Section 7701(i) as a portion of the
REIT's assets, or as a REIT subsidiary, then a portion of the REIT's income may
be treated as if it were an excess inclusion from a REMIC. This income generally
is required to be allocated by the Funds to you in proportion to the dividends
paid to you with the same tax consequences as if you received the excess
inclusion income directly. If you are a tax-exempt shareholder, this excess
inclusion income may have a tax consequence to you as discussed below.

Under guidance recently issued by the IRS, each Fund will be taxed at the
highest corporate income tax rate on its excess inclusion income that is
allocable to the percentage of its shares held in record name by a "disqualified
organization." Disqualified organizations generally include certain
cooperatives, governmental entities and tax-exempt organizations that are exempt
from tax on their unrelated business taxable income. To the extent that Fund
shares owned by a disqualified organization are held in record name by a
broker/dealer or other nominee, the broker/dealer or other nominee would be
liable for the corporate level tax on the portion of the Fund's excess inclusion
income allocable to Fund shares held by the broker/dealer or other nominee on
behalf of the disqualified organization. The Funds expect that disqualified
organizations will own their shares and will not themselves be pass-through
entities. Because this tax is imposed at the Fund level, all shareholders,
including shareholders that are not disqualified organizations, will bear a
portion of the tax cost associated with a Fund's receipt of excess inclusion
income. However, to the extent permissible under the Investment Company Act of
1940, as amended, regulated investment companies such as the Funds are permitted
under Treasury Regulations to specially allocate this tax expense to the
disqualified organizations to which it is attributable, without a concern that
such an allocation will constitute a preferential dividend.

In addition, with respect to Fund shareholders who are not nominees, for
Fund taxable years beginning on or after January 1, 2007, each Fund must report
excess inclusion income to shareholders in two cases:

o If the excess inclusion income received by the Fund from all
sources exceeds 1% of the Fund's gross income, it must inform the
non-nominee shareholders of the amount and character of excess
inclusion income allocated to them; and

o If the Fund receives excess inclusion income from a REIT whose
excess inclusion income in its most recent tax year ending not
later than nine months before the first day of the Fund's taxable
year exceeded 3% of the REIT's total dividends, the Fund must
inform its non-nominee shareholders of the amount and character
of the excess inclusion income allocated to them from such REIT.

Any excess inclusion income realized by a Fund and allocated to
shareholders under these rules cannot be offset by net operating losses of the
shareholders. If the shareholder is a tax-exempt entity and not a "disqualified
organization," then this income is fully taxable as unrelated business taxable
income under the Code. Charitable remainder trusts do not incur UBTI by
receiving excess inclusion income from the Funds. If the shareholder is a
non-U.S. person, such shareholder would be subject to U.S. federal income tax
withholding at a rate of 30% on this income without reduction or exemption
pursuant to any otherwise applicable income tax treaty. If the shareholder is a
REIT, a regulated investment company, common trust fund or other pass-through
entity, such shareholder's allocable share of a Fund's excess inclusion income
would be considered excess inclusion income of such entity and such entity would
be subject to tax at the highest corporate tax rate on any excess inclusion
income allocated to their owners that are disqualified organizations.
Accordingly, investors should be aware that a portion of each Fund's income may
be considered excess inclusion income.

Compliance with these requirements will require each Fund to obtain
significant cooperation from any REITs in which it invests. There is no
guarantee that the Fund will receive the information that it needs to implement
these requirements and report any excess inclusion income to you on a timely
basis. Each Fund will use its best efforts to meet these requirements, and
through the Investment Company Institute, will seek additional guidance from the
IRS and the cooperation of REITs in providing excess inclusion income
information on a timely basis.

Tax-exempt shareholders should talk to their tax advisors about the
implications of these rules on their separate tax situations.

Non-U.S. investors

Non-U.S. investors may be subject to U.S. withholding and estate tax, and
are subject to special U.S. tax certification requirements. Non-U.S. investors
should consult their tax advisors about the applicability of U.S. tax
withholding and the use of appropriate forms to certify their foreign status and
to claim any applicable treaty benefits to which they are entitled.

In general. The United States imposes a flat 30% withholding tax (or a
withholding tax at a lower treaty rate) on U.S. source dividends, including on
income dividends paid to you by the Funds, subject to certain exemptions for
dividends designated as capital gain dividends, short-term capital gain
dividends, interest-related dividends and exempt-interest dividends as described
below. However, notwithstanding such exemptions from U.S. withholding at the
source, any dividends and distributions of income and capital gains, including
the proceeds from the sale of your Fund shares, will be subject to backup
withholding at a rate of 28% if you fail to properly certify that you are not a
U.S. person.

Capital gain distributions and short-term capital gain dividends. Dividends
designated by the Funds as either (i) a capital gain distribution from long-term
capital gains, or (ii) a short-term capital gain dividend (other than long- or
short-term capital gains realized on disposition of U.S. real property
interests--see the discussion below), are not subject to U.S. withholding tax
unless you are a nonresident alien individual present in the United States for a
period or periods aggregating 183 days or more during the calendar year.

Interest-related dividends. Interest-related dividends designated and paid by
the Funds from qualified net interest income are not subject to U.S. withholding
tax. Each Fund's qualified net interest income equals the Fund's qualified
interest income less allocable expenses. "Qualified interest income" includes,
in general, the sum of the Fund's U.S. source: i) bank deposit interest, ii)
short-term original discount, iii) interest (including original issue discount,
market discount and acquisition discount) on an obligation in registered form
(unless it is earned on an obligation issued by a corporation or partnership in
which the Fund is a 10% shareholder or partner), and iv) any interestrelated
dividend passed through from another regulated investment company. On any
payment date, the amount of an income dividend that is designated by a Fund as
an interest-related dividend may be more or less than the amount that is so
qualified. This is because the designation is based on an estimate of the Fund's
qualified interest income for its entire fiscal year, which can only be
determined with exactness at fiscal year end. As a consequence, the Fund may
over withhold a small amount of U.S. tax from a dividend payment. In this case,
the non-U.S. investor's only recourse may be to either forgo recovery of the
excess withholding, or to file a United States nonresident income tax return to
recover the excess withholding.

Limitations on tax reporting for interest-related dividends and short-term
capital gain dividends for non-U.S. investors. It may not be practical in every
case for a Fund to designate, and each Fund reserves the right in these cases to
not designate, small amounts of interest-related or short-term capital gain
dividends. Additionally, a Fund's designation of interest-related or short-term
capital gain dividends may not be passed through to shareholders by
intermediaries who have assumed tax reporting responsibilities for this income
in managed or omnibus accounts due to systems limitations or operational
constraints.

Other income dividends and effectively connected income. Income dividends paid
by the Funds to non-U.S. investors on the income earned on portfolio investments
in (i) the stock of domestic and foreign corporations, and (ii) the debt of
foreign issuers continue to be subject to U.S. withholding tax at a 30% or lower
treaty rate. If you hold your Fund shares in connection with a U.S. trade or
business, your income and gains will be considered effectively connected income
and taxed in the U.S. on a net basis, in which case you may be required to file
a nonresident U.S. income tax return.

U.S. estate tax. The Code also provides for a partial exemption from U.S. estate
tax for shares in the Funds held by an estate of a nonresident decedent. The
amount treated as exempt is based on the proportion of the assets held by the
Funds at the end of the quarter immediately preceding the decedent's death that
are treated as property generating qualified interest income or constitute other
property not within the United States.

Sunsetting of provisions. The provisions dealing with interest-related dividends
and short-term capital gain dividends that are discussed above are scheduled to
sunset for this Fund on [________________], 2008. The provisions creating a
partial exemption from U.S. estate tax are scheduled to sunset on December 31,
2007. Unless these rules are extended or made permanent before the sunset
provisions become effective, non-U.S. investors will again be subject to
nonresident withholding taxes on any ordinary dividends (including short-term
capital gain dividends) that they receive, and will no longer be eligible for a
reduction in their U.S. estate tax.

Tax certification and backup withholding as applied to non-U.S. investors.
Non-U.S. investors have special U.S. tax certification requirements to avoid
backup withholding (at a rate of 28%), and if applicable, to obtain the benefit
of any income tax treaty between the non-U.S. investor's country of residence
and the United States. To claim these tax benefits, the non-U.S. investor must
provide a properly completed Form W-8BEN (or other Form W-8, where applicable,
or their substitute forms) to establish his or her status as a non-U.S.
investor, to claim beneficial ownership over the assets in the account, and to
claim, if applicable, a reduced rate of or exemption from withholding tax under
the applicable treaty. A Form W-8BEN provided without a U.S. taxpayer
identification number remains in effect for a period of three years beginning on
the date that it is signed and ending on the last day of the third succeeding
calendar year. However, non-U.S. investors must advise the Funds of any changes
of circumstances that would render the information given on the form incorrect,
and must then provide a new W-8BEN to avoid the prospective application of
backup withholding. Forms W-8BEN with U.S. taxpayer identification numbers
remain valid indefinitely, or until the investor has a change of circumstances
that renders the form incorrect and necessitates a new form and tax
certification.

Investment in U.S. real property. The Funds may invest in equity securities of
corporations that invest in U.S. real property, including Real Estate Investment
Trusts (REITs). The sale of a U.S. real property interest by a Fund, or by a
REIT or U.S. real property holding corporation in which a Fund invests, may
trigger special tax consequences to the Fund's non-U.S. shareholders.

The Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) makes
non-U.S. persons subject to U.S. tax on disposition of a U.S. real property
interest as if he or she were a U.S. person. Such gain is sometimes referred to
as FIRPTA gain. The Code provides a look-through rule for distributions of
FIRPTA gain by a regulated investment company (RIC) if all of the following
requirements are met:

o The RIC is classified as a qualified investment entity. A
"qualified investment entity" includes a RIC if, in general, more
than 50% of the RIC's assets consists of interests in REITs and
U.S. real property holding corporations, and

o you are a non-U.S. shareholder that owns more than 5% of a class
of Fund shares at any time during the one-year period ending on
the date of the distribution,

If these conditions are met, Fund distributions to you are treated as gain
from the disposition of a U.S. real property interest (USRPI), causing the
distribution to be subject to U.S. withholding tax at a rate of 35%, and
requiring that you file a nonresident U.S. income tax return.

Because each Fund expects to invest less than 50% of its assets at all
times, directly and indirectly, in U.S. real property interests, it does not
expect to pay any dividends that would be subject to FIRPTA reporting and tax
withholding.

This discussion of "Distributions and Taxes" is not intended or written to
be used as tax advice and does not purport to deal with all federal tax
consequences applicable to all categories of investors, some of which may be
subject to special rules. You should consult your own tax adviser regarding your
particular circumstances before making an investment in the Fund.

PERFORMANCE INFORMATION

To obtain the Funds' most current performance information, please call
1-800-[ ] or visit the Funds' website at www.[ ].com.

From time to time, the Funds' performance information, such as yield or
total return, may be quoted in advertisements or in communications to present or
prospective shareholders. Performance quotations represent the Funds' past
performance and should not be considered as representative of future results.
The Funds will calculate their performance in accordance with the requirements
of the rules and regulations under the 1940 Act, as they may be revised from
time to time.

FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Set forth below for each Fund are the Statement of Assets and Liabilities
as of [ ], 2007, and the Report of Independent Registered Public Accounting
Firm, dated [ ], 2007.

PRINCIPAL HOLDERS

As of the date of this SAI, the Adviser, as the Trust's sole shareholder,
owned 100% of all outstanding shares of the Trust and thus may be deemed a
controlling shareholder of the Trust until additional shareholders purchase
shares.

Any person who owns beneficially, either directly or through one or more
controlled companies, more than 25% of the voting securities of the Trust is
presumed to control the Trust under the provisions of the 1940 Act. A
controlling person possesses the ability to control the outcome of matters
submitted for shareholder vote of the Trust.

ACADEMY FUNDS TRUST

PART C

OTHER INFORMATION

ITEM 23. EXHIBITS

(a) Articles of Incorporation.

(1) Registrant's Agreement and Declaration of Trust, dated as of
October 17, 2007, is electronically filed herewith as Exhibit No.
EX-99.a.1.

(2) Registrant's Certificate of Trust, as filed with the State of
Delaware on October 17, 2007, is electronically filed herewith as
Exhibit No. EX-99.a.2.

(b) By-Laws.

(1) Registrant's By-laws, dated as of October 17, 2007, are
electronically filed herewith as Exhibit No. EX-99.b.1.

See Article III, "Shares," and Article V, "Shareholders' Voting Powers
and Meetings," of the Registrant's Agreement and Declaration of Trust,
electronically filed herewith as Exhibit No. EX-99.a.1.

See also, Article II, "Meetings of Shareholders," and Article VII,
"General Matters," of the Registrant's By-laws, electronically filed
herewith as Exhibit No. EX-99.b.1.

(d) Investment Advisory Contracts.

(1) Form of Investment Advisory Agreement between the Registrant and
Academy Asset Management, LLC, is electronically filed herewith
as Exhibit No. EX-99.d.1.

(2) Form of Expense Limitation Letter Agreement, is electronically
filed herewith as Exhibit No. EX-99.d.2.

(e) Underwriting Contracts.

Form of Distribution Agreement between the Registrant and Quasar
Distributors, LLC, is electronically filed herewith as Exhibit No.
EX-99.e.1.

(f) Bonus or Profit Sharing Contracts.

Not Applicable.

(g) Custodian Agreements.

Form of Custodian Services Agreement between the Registrant and U.S.
Bank, N.A. to be filed by amendment.

(h) Other Material Contracts.

(1) Form of Fund Accounting Agreement between the Registrant and U.S.
Bancorp Fund Services, LLC, to be filed by amendment.

(2) Form of Fund Administration Servicing Agreement between the
Registrant and U.S. Bancorp Fund Services, LLC, to be filed by
amendment.

(3) Form of Transfer Agency Agreement between the Registrant and U.S.
Bancorp Fund Services, LLC, to be filed by amendment.

(i) Legal Opinion.

(1) Legal Opinion of Stradley Ronon Stevens & Young, LLP, counsel to
the Registrant, to be filed by amendment.

(j) Other Opinions.

(1) Consent of Independent Registered Public Accounting Firm for the
Registrant, to be filed by amendment.

(k) Omitted Financial Statements.

Not Applicable.

(l) Initial Capital Agreements.

Letter of Understanding Relating to Initial Capital to be filed by
amendment.

(m) Rule 12b-1 Plan.

Form of Registrant's Rule 12b-1 Plan is electronically filed herewith
as Exhibit No. EX-99.m.

(n) Rule 18f-3 Plan.

Not applicable.

(p) Codes of Ethics.

(1) Codes of Ethics of Registrant and adviser to be filed by
amendment.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT

None.

ITEM 25. INDEMNIFICATION

Under the terms of the Delaware Statutory Trust Act ("DSTA") and the
Registrant's Agreement and Declaration of Trust ("Declaration of Trust"), no
officer or trustee of the Registrant shall have any liability to the Registrant,
its shareholders, or any other party for damages, except to the extent such
limitation of liability is precluded by Delaware law, the Declaration of Trust
or the By-Laws of the Registrant.

Subject to the standards and restrictions set forth in the Declaration of
Trust, DSTA, Section 3817, permits a statutory trust to indemnify and hold
harmless any trustee, beneficial owner or other person from and against any and
all claims and demands whatsoever. DSTA, Section 3803 protects trustees,
officers, managers and other employees, when acting in such capacity, from
liability to any person other than the Registrant or beneficial owner for any
act, omission or obligation of the Registrant or any trustee thereof, except as
otherwise provided in the Declaration of Trust.

(a) Indemnification of the Trustees and officers of the Registrant is
provided for in Article VII of the Registrant's Agreement and Declaration of
Trust dated October [__], 2007, as filed herewith;

(b) Form of Investment Advisory Agreement between the Registrant and
Academy Asset Management, LLC, as provided for in Section 7 of the Agreement, as
filed herewith;

(c) Form of Distribution Agreement between the Registrant and Quasar
Distributors, LLC, as provided for in Section 7 of the Agreement, as filed
herewith;

(d) Custodian Servicing Agreement, as provided for in Section [__] of the
Agreement, to be filed by amendment;

(e) Form of Fund Accounting Agreement between the Registrant and U.S.
Bancorp Fund Services, LLC, as provided for in Section [__] of the Agreement, to
be filed by amendment;

(f) Form of Fund Administration Servicing Agreement between the Registrant
and U.S. Bancorp Fund Services, LLC, as provided for in Section [__] of the
Agreement, to be filed by amendment; and

(g) Form of Transfer Agency Agreement between the Registrant and U.S.
Bancorp Fund Services, LLC, as provided for in Section [__]of the Agreement, to
be filed by amendment;

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT MANAGER

[Item 26 to be completed by amendment]

Academy Asset Management, LLC, a Delaware limited liability company, is a
federally registered investment adviser. Academy Asset Management, LLC, is
primarily engaged in providing investment management services. Additional
information regarding Academy Asset Management, LLC, and information as to the
officers and directors of Academy Asset Management, LLC, is included in its Form
ADV, as filed with the U.S. Securities and Exchange Commission ("SEC")
(registration number [_____]) and is incorporated herein by reference.

ITEM 27. PRINCIPAL UNDERWRITER

[Item 27 to be completed by amendment]

(a) Quasar Distributors, LLC will serve as principal underwriter for the
following other investment companies:

[List of companies to be completed by amendment]

(b) Herewith is the information required by the following table with respect to
each director, officer or partner of the underwriter named in answer to
Item 20 of Part B:

[To be completed by amendment]

Positions and Offices with Positions and Offices with
Name and Business Address Underwriter the Registrant

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

[List of Locations of Accounts and Records to be completed by amendment]

The accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended, and rules
promulgated thereunder, are maintained in the physical possession of
[_________________________________].

ITEM 29. MANAGEMENT SERVICES

There are no management related service contracts not discussed in Part A
or Part B.

ITEM 30. UNDERTAKINGS

The Registrant shall undertake to file an amendment to this Registration
Statement with certified financial statements showing the initial capital
received before accepting subscriptions from more than 25 persons.

Insofar as indemnification for liability arising under the Securities Act
of 1933, as amended, may be permitted to Trustees, officers and controlling
persons of the Registrant pursuant to the provisions described in response to
Item 25, or otherwise, the Registrant has been advised that in the opinion of
the U.S. Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a Trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such Trustee, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the
"1933 Act"), and the Investment Company Act of 1940, as amended, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Philadelphia, and Commonwealth of
Pennsylvania, on the 19th day of October, 2007.

ACADEMY FUNDS TRUST

By: /s/David Jacovini
David Jacovini
President

Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated:

Signature Title Date

/s/Stephen J. Harmelin Trustee October 19, 2007
Stephen J. Harmelin

/s/David Jacovini President and Treasurer October 19, 2007
David Jacovini

EXHIBITS INDEX

EXHIBITS EXHIBIT NO.
Agreement and Declaration of Trust EX-99.a.1
Certificate of Trust EX-99.a.2
By-Laws EX-99.b.1
Form of Investment Advisory Agreement between the
Registrant and Academy Asset Management, LLC EX-99.d.1
Form of Expense Limitation Letter Agreement EX-99.d.2
Form of Distribution Agreement between the Registrant
and Quasar Distributors LLC EX-99.e.1
Form of Rule 12b-1 Plan EX-99.m



                                                           Exhibit No. EX-99.a.1



                       AGREEMENT AND DECLARATION OF TRUST
                                       of
                               ACADEMY FUNDS TRUST
                           a Delaware Statutory Trust






                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I                  NAME; OFFICES; REGISTERED AGENT; DEFINITIONS........1

         Section 1.    Name....................................................1

         Section 2.    Offices of the Trust....................................2

         Section 3.    Registered Agent and Registered Office..................2

         Section 4.    Definitions.............................................2

ARTICLE II                 PURPOSE OF TRUST....................................4

ARTICLE III                SHARES..............................................7

         Section 1.    Division of Beneficial Interest.........................7

         Section 2.    Ownership of Shares.....................................8

         Section 3.    Sale of Shares..........................................9

         Section 4.    Status of Shares and Limitation of Personal
                       Liability...............................................9

         Section 5.    Power of Board of Trustees to Make Tax
                       Status Election.........................................9

         Section 6.    Establishment and Designation of Series and
                       Classes................................................10

         Section 7.    Indemnification of Shareholders........................13

ARTICLE IV                 THE BOARD OF TRUSTEES..............................14

         Section 1.    Number, Election, Term, Removal and
                       Resignation........................................... 14

         Section 2.    Trustee Action by Written Consent Without a
                       Meeting................................................15

         Section 3.    Powers; Other Business Interests; Quorum and
                       Required Vote..........................................15

         Section 4.    Payment of Expenses by the Trust.......................17

         Section 5.    Payment of Expenses by Shareholders....................17

         Section 6.    Ownership of Trust Property............................17

         Section 7.    Service Contracts......................................17

ARTICLE V                  SHAREHOLDERS' VOTING POWERS AND MEETINGS...........19

         Section 1.    Voting Powers..........................................19

         Section 2.    Quorum and Required Vote...............................19

         Section 3.    Shareholder Action by Written Consent
                       Without a Meeting......................................19

         Section 4.    Record Dates...........................................20

         Section 5.    Additional Provisions..................................21

ARTICLE VI                 NET ASSET VALUE; DISTRIBUTIONS;REDEMPTIONS;

                           TRANSFERS..........................................21

         Section 1.    Determination of Net Asset Value, Net
                       Income and Distributions...............................21

         Section 2.    Redemptions at the Option of a Shareholder.............23

         Section 3.    Redemptions at the Option of the Trust.................24

         Section 4.    Transfer of Shares.....................................24

ARTICLE VII                LIMITATION OF LIABILITY AND
                           INDEMNIFICATION OF AGENT...........................25

         Section 1.    Limitation of Liability................................25

         Section 2.    Indemnification........................................26

         Section 3.    Insurance..............................................27

         Section 4.    Derivative Actions.....................................27

ARTICLE VIII               CERTAIN TRANSACTIONS...............................28

         Section 1.    Dissolution of Trust or Series.........................28

         Section 2.    Merger or Consolidation; Conversion; Reorganization....29

         Section 3.    Master Feeder Structure................................30

         Section 4.    Absence of Appraisal or Dissenters' Rights.............31

ARTICLE IX                 AMENDMENTS.........................................31

         Section 1.    Amendments Generally...................................31

ARTICLE X                  MISCELLANEOUS......................................31

         Section 1.    References; Headings; Counterparts.....................31

         Section 2.    Applicable Law.........................................31

         Section 3.    Provisions in Conflict with Law or Regulations.........32

         Section 4.    Statutory Trust Only...................................32

         Section 5.    Use of the Name "Academy Funds"........................32





                       AGREEMENT AND DECLARATION OF TRUST

                                       OF

                               ACADEMY FUNDS TRUST


     AGREEMENT  AND  DECLARATION  OF TRUST made as of this 17th day of  October,
2007,  by the  Trustee  hereunder,  and by the holders of Shares to be issued by
Academy Funds Trust (the "Trust") hereunder as hereinafter provided.

                                   WITNESSETH:

     WHEREAS  this Trust is being formed to carry on the business of an open-end
management investment company as defined in the 1940 Act; and

     WHEREAS  this Trust is  authorized  to divide  its Shares  into two or more
Classes,  to issue its Shares in separate Series, to divide Shares of any Series
into two or more  Classes and to issue  Classes of the Trust or the  Series,  if
any, all in accordance with the provisions hereinafter set forth; and

     WHEREAS the Trustee has agreed to manage all property coming into his hands
as trustee of a Delaware  statutory  trust in accordance  with the provisions of
the  Delaware  Statutory  Trust  Act,  as  amended  from  time to time,  and the
provisions hereinafter set forth;

     NOW, THEREFORE, the Trustee hereby declares that:

     (i) the Trustee will hold all cash, securities and other assets that he may
from time to time  acquire in any manner as Trustee  hereunder IN TRUST and will
manage and dispose of the same upon the following  terms and  conditions for the
benefit  of the  holders  from  time to  time of  Shares  created  hereunder  as
hereinafter set forth; and

     (ii)  this  Declaration  of  Trust  and the  By-Laws  shall be  binding  in
accordance  with  their  terms on every  Trustee,  by virtue of having  become a
Trustee of the Trust,  and on every  Shareholder,  by virtue of having  become a
Shareholder of the Trust, pursuant to the terms of this Declaration of Trust and
the By-Laws.

                                   ARTICLE I.

                  NAME; OFFICES; REGISTERED AGENT; DEFINITIONS

     Section 1. Name. This Trust shall be known as "Academy Funds Trust" and the
Board of Trustees  shall  conduct the business of the Trust under that name,  or
any other name as it may from time to time designate.

     Section  2.  Offices  of the  Trust.  The Board  may at any time  establish
offices  of the  Trust at any place or places  where  the  Trust  intends  to do
business.

     Section  3.  Registered  Agent  and  Registered  Office.  The  name  of the
registered  agent of the Trust and the address of the  registered  office of the
Trust are as set forth in the Trust's Certificate of Trust.

     Section 4. Definitions.  Whenever used herein, unless otherwise required by
the context or specifically provided:

     (a) "1940 Act" shall mean the Investment  Company Act of 1940 and the rules
and regulations thereunder, all as adopted or amended from time to time;

     (b) "Affiliate" shall have the same meaning as "affiliated  person" as such
term is defined in the 1940 Act when used with reference to a specified  Person,
as defined below.

     (c) "Board of Trustees" shall mean the governing body of the Trust, that is
comprised  of the  number  of  Trustees  of the  Trust  fixed  from time to time
pursuant to Article IV hereof, having the powers and duties set forth herein;

     (d) "By-Laws"  shall mean By-Laws of the Trust, as amended or restated from
time to time in accordance  with Article VIII therein.  Such By-Laws may contain
any provision not inconsistent with applicable law or this Declaration of Trust,
relating to the governance of the Trust;

     (e) "Certificate of Trust" shall mean the certificate of trust of the Trust
to be filed with the office of the  Secretary  of State of the State of Delaware
as required  under the  Delaware  Statutory  Trust Act, as amended  from time to
time, to form the Trust, as such  certificate  shall be amended or restated from
time to time and filed with such office;

     (f) "Class"  shall mean each class of Shares of the Trust or of a Series of
the Trust established and designated under and in accordance with the provisions
of Article III hereof;

     (g) "Code" shall mean the  Internal  Revenue Code of 1986 and the rules and
regulations thereunder, all as adopted or amended from time to time;

     (h) "Commission" shall have the meaning given that term in the 1940 Act;

     (i) "DSTA" shall mean the Delaware Statutory Trust Act (12 Del.  C.ss.3801,
et seq.), as amended from time to time;

     (j)  "Declaration  of Trust" shall mean this  Agreement and  Declaration of
Trust, as amended or restated from time to time;

     (k) "General  Liabilities"  shall have the meaning given it in Article III,
Section 6(b) of this Declaration Trust;

     (l) "Interested  Person" shall have the meaning given that term in the 1940
Act;

     (m)  "Investment  Adviser"  or  "Adviser"  shall mean a Person,  as defined
below,  furnishing  services to the Trust pursuant to any investment advisory or
investment management contract described in Article IV, Section 7(a) hereof;

     (n) "National Financial  Emergency" shall mean the whole or any part of any
period during (i) which an emergency exists as a result of which disposal by the
Trust  of  securities  or other  assets  owned  by the  Trust is not  reasonably
practicable; (ii) which it is not reasonably practicable for the Trust fairly to
determine  the net asset value of its assets;  or (iii) such other period as the
Commission may by order permit for the protection of investors;

     (o) "Person" shall mean a natural person, partnership, limited partnership,
limited   liability   company,   trust,   estate,   association,    corporation,
organization, custodian, nominee or any other individual or entity in its own or
any representative  capacity,  in each case, whether domestic or foreign,  and a
statutory trust or a foreign statutory or business trust;

     (p) "Principal  Underwriter"  shall have the meaning given that term in the
1940 Act;

     (q) "Series"  shall mean each Series of Shares  established  and designated
under and in accordance with the provisions of Article III hereof;

     (r) "Shares" shall mean the transferable shares of beneficial interest into
which the  beneficial  interest in the Trust shall be divided from time to time,
and shall include fractional and whole Shares;

     (s)  "Shareholder"  shall  mean a record  owner of Shares  pursuant  to the
By-Laws;

     (t) "Trust" shall mean Academy Funds Trust,  the Delaware  statutory  trust
formed hereby and by filing of the  Certificate  of Trust with the office of the
Secretary of State of the State of Delaware;

     (u) "Trust  Property"  shall mean any and all  property,  real or personal,
tangible  or  intangible,  which is owned or held by or for the  account  of the
Trust, or one or more of any Series thereof, including,  without limitation, the
rights referenced in Article X, Section 5 hereof; and

     (v)  "Trustee"  or  "Trustees"  shall  mean  each  Person  who  signs  this
Declaration  of Trust as a trustee and all other  Persons who may,  from time to
time,  be duly  elected  or  appointed,  qualified  and  serving on the Board of
Trustees in accordance  with the provisions  hereof and the By-Laws,  so long as
such signatory or other Person  continues in office in accordance with the terms
hereof and the  By-Laws.  Reference  herein to a Trustee or the  Trustees  shall
refer to such  Person or Persons in such  Person's  or  Persons'  capacity  as a
trustee or trustees hereunder and under the By-Laws.

                                  ARTICLE II.

                                PURPOSE OF TRUST

     The purpose of the Trust is to conduct,  operate and carry on the  business
of a registered  management  investment  company  registered under the 1940 Act,
directly, or if one or more Series is established hereunder, through one or more
Series,  investing  primarily in securities,  and to exercise all of the powers,
rights and privileges  granted to, or conferred  upon, a statutory  trust formed
under the DSTA, including, without limitation, the following powers:

     (a) To hold, invest and reinvest its funds, and in connection therewith, to
make any changes in the  investment of the assets of the Trust,  to hold part or
all of its funds in cash, to hold cash uninvested,  to subscribe for, invest in,
reinvest in, purchase or otherwise  acquire,  own, hold,  pledge,  sell, assign,
mortgage,  transfer,  exchange,  distribute, write options on, lend or otherwise
deal in or dispose of contracts for the future  acquisition or delivery of fixed
income or other securities, and securities or property of every nature and kind,
including,  without limitation, all types of bonds, debentures,  stocks, shares,
units of beneficial  interest,  preferred  stocks,  negotiable or non-negotiable
instruments,  obligations,  evidences of indebtedness, money market instruments,
certificates of deposit or indebtedness,  bills,  notes,  mortgages,  commercial
paper,  repurchase  or  reverse  repurchase  agreements,  bankers'  acceptances,
finance  paper,  and any  options,  certificates,  receipts,  warrants,  futures
contracts  or other  instruments  representing  rights to  receive,  purchase or
subscribe  for the same,  or  evidencing  or  representing  any other  rights or
interests  therein or in any  property or assets,  and other  securities  of any
kind, as the foregoing are issued, created,  guaranteed, or sponsored by any and
all Persons, including, without limitation, states, territories, and possessions
of the United States and the District of Columbia and any political subdivision,
agency,  or  instrumentality  thereof,  any foreign  government or any political
subdivision  of  the  U.S.  Government  or  any  foreign   government,   or  any
international instrumentality,  or by any bank or savings institution, or by any
corporation or organization  organized under the laws of the United States or of
any  state,   territory,  or  possession  thereof,  or  by  any  corporation  or
organization  organized under any foreign law, or in "when issued" contracts for
any such securities;

     (b) To exercise any and all rights, powers and privileges with reference to
or  incident  to  ownership  or  interest,  use  and  enjoyment  of any of  such
securities  and other  instruments  or property  of every kind and  description,
including, but without limitation,  the right, power and privilege to own, vote,
hold, purchase, sell, negotiate,  assign,  exchange,  lend, transfer,  mortgage,
hypothecate,  lease,  pledge or write options with respect to or otherwise  deal
with, dispose of, use, exercise or enjoy any rights, title, interest,  powers or
privileges  under  or  with  reference  to  any of  such  securities  and  other
instruments  or property,  the right to consent and  otherwise  act with respect
thereto,  with power to designate one or more  Persons,  to exercise any of said
rights, powers, and privileges in respect of any of said instruments,  and to do
any and all acts and things for the  preservation,  protection,  improvement and
enhancement  in  value  of any of  such  securities  and  other  instruments  or
property;

     (c) To sell, exchange, lend, pledge, mortgage,  hypothecate, lease or write
options with respect to or otherwise deal in any property rights relating to any
or all of the assets of the Trust or any Series,  subject to any requirements of
the 1940 Act;

     (d) To vote or give  assent,  or  exercise  any rights of  ownership,  with
respect to stock or other  securities  or  property;  and to execute and deliver
proxies or powers of attorney to such  Person or Persons as the  Trustees  shall
deem proper,  granting to such Person or Persons such power and discretion  with
relation to securities or property as the Trustees shall deem proper;

     (e) To exercise  powers and right of subscription or otherwise which in any
manner arise out of ownership of securities and/or other property;

     (f) To hold any  security or property in a form not  indicating  that it is
trust property, whether in bearer,  unregistered or other negotiable form, or in
its own name or in the name of a  custodian  or  subcustodian  or a  nominee  or
nominees or otherwise  or to authorize  the  custodian  or a  subcustodian  or a
nominee or nominees to deposit the same in a securities  depository,  subject in
each case to proper  safeguards  according to the usual  practice of  investment
companies or any rules or regulations applicable thereto;

     (g) To consent  to, or  participate  in,  any plan for the  reorganization,
consolidation  or merger of any  corporation  or issuer of any security which is
held in the Trust; to consent to any contract, lease, mortgage, purchase or sale
of property by such  corporation  or issuer;  and to pay calls or  subscriptions
with respect to any security held in the Trust;

     (h) To join with  other  security  holders in acting  through a  committee,
depositary,  voting trustee or otherwise,  and in that connection to deposit any
security  with, or transfer any security to, any such  committee,  depositary or
trustee,  and to delegate to them such power and authority  with relation to any
security (whether or not so deposited or transferred) as the Trustees shall deem
proper,  and to agree to pay,  and to pay,  such  portion  of the  expenses  and
compensation of such committee, depositary or trustee as the Trustees shall deem
proper;

     (i) To  compromise,  arbitrate  or otherwise  adjust  claims in favor of or
against  the Trust or any matter in  controversy,  including  but not limited to
claims for taxes;

     (j) To enter into joint ventures,  general or limited  partnerships and any
other combinations or associations;

     (k) To endorse or guarantee  the payment of any notes or other  obligations
of any Person; to make contracts of guaranty or suretyship,  or otherwise assume
liability for payment thereof;

     (l) To purchase and pay for entirely out of Trust  Property such  insurance
as the Board of Trustees may deem  necessary or  appropriate  for the conduct of
the business,  including,  without  limitation,  insurance policies insuring the
assets of the Trust or payment of  distributions  and principal on its portfolio
investments,  and  insurance  policies  insuring  the  Shareholders,   Trustees,
officers,  employees,  agents, Investment Advisers,  Principal Underwriters,  or
independent  contractors  of the  Trust,  individually  against  all  claims and
liabilities of every nature arising by reason of holding Shares,  holding, being
or having held any such office or position,  or by reason of any action  alleged
to have been taken or omitted by any such Person as Trustee, officer,  employee,
agent, Investment Adviser, Principal Underwriter,  or independent contractor, to
the fullest extent  permitted by this  Declaration of Trust,  the By-Laws and by
applicable law;

     (m) To adopt, establish and carry out pension, profit-sharing, share bonus,
share  purchase,  savings,  thrift and other  retirement,  incentive and benefit
plans,  trusts and  provisions,  including the  purchasing of life insurance and
annuity  contracts as a means of providing such  retirement and other  benefits,
for any or all of the Trustees, officers, employees and agents of the Trust;

     (n) To purchase or otherwise acquire, own, hold, sell, negotiate, exchange,
assign,  transfer,  mortgage,  pledge or otherwise  deal with,  dispose of, use,
exercise or enjoy, property of all kinds;

     (o) To  buy,  sell,  mortgage,  encumber,  hold,  own,  exchange,  rent  or
otherwise acquire and dispose of, and to develop,  improve,  manage,  subdivide,
and generally to deal and trade in real property,  improved and unimproved,  and
wheresoever  situated;  and to  build,  erect,  construct,  alter  and  maintain
buildings, structures, and other improvements on real property;

     (p) To borrow or raise moneys for any of the purposes of the Trust,  and to
mortgage or pledge the whole or any part of the property and  franchises  of the
Trust,  real,  personal,  and mixed,  tangible or  intangible,  and  wheresoever
situated;

     (q) To enter into,  make and perform  contracts and  undertakings  of every
kind for any lawful purpose, without limit as to amount;

     (r) To issue, purchase, sell and transfer,  reacquire, hold, trade and deal
in stocks, Shares, bonds, debentures and other securities,  instruments or other
property  of the  Trust,  from  time to time,  to such  extent  as the  Board of
Trustees  shall,  consistent  with the provisions of this  Declaration of Trust,
determine;  and to re-acquire  and redeem,  from time to time, its Shares or, if
any, its bonds, debentures and other securities;

     (s) To engage in and to prosecute, defend, compromise,  abandon, or adjust,
by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims,
and demands  relating to the Trust, and out of the assets of the Trust to pay or
to satisfy any debts,  claims or  expenses  incurred  in  connection  therewith,
including those of litigation,  and such power shall include without  limitation
the power of the Trustees or any appropriate  committee thereof, in the exercise
of their or its good faith  business  judgment,  to dismiss  any  action,  suit,
proceeding,  dispute, claim, or demand, derivative or otherwise,  brought by any
Person, including a Shareholder in the Shareholder's own name or the name of the
Trust, whether or not the Trust or any of the Trustees may be named individually
therein or the subject  matter  arises by reason of business for or on behalf of
the Trust;

     (t)  To  exercise  and  enjoy,   in  Delaware  and  in  any  other  states,
territories,  districts and United States dependencies and in foreign countries,
all of the foregoing powers,  rights and privileges,  and the enumeration of the
foregoing powers shall not be deemed to exclude any powers, rights or privileges
so granted or conferred; and

     (u) In  general,  to carry on any  other  business  in  connection  with or
incidental to its trust purposes, to do everything necessary, suitable or proper
for the  accomplishment  of such purposes or for the attainment of any object or
the  furtherance  of any  power  hereinbefore  set  forth,  either  alone  or in
association  with  others,  and to do every  other  act or thing  incidental  or
appurtenant  to, or growing out of, or connected with, its business or purposes,
objects or powers.

     The Trust shall not be limited to investing in obligations  maturing before
the possible dissolution of the Trust or one or more of its Series.  Neither the
Trust nor the Board of  Trustees  shall be required to obtain any court order to
deal with any assets of the Trust or take any other action hereunder.

     The  foregoing  clauses  shall each be construed  as purposes,  objects and
powers,  and it is hereby expressly  provided that the foregoing  enumeration of
specific purposes,  objects and powers shall not be held to limit or restrict in
any manner the powers of the Trust,  and that they are in furtherance of, and in
addition to, and not in limitation  of, the general  powers  conferred  upon the
Trust by the DSTA and the other laws of the State of Delaware or otherwise;  nor
shall the enumeration of one thing be deemed to exclude another,  although it be
of like nature, not expressed.

                                  ARTICLE III.

                                     SHARES

     Section 1. Division of Beneficial Interest.

     (a) The beneficial interest in the Trust shall be divided into Shares, each
Share  without a par  value.  The  number  of  Shares  in the  Trust  authorized
hereunder, and of each Series and Class as may be established from time to time,
is  unlimited.  The Board of Trustees may  authorize the division of Shares into
separate  Classes of Shares and into separate and distinct  Series of Shares and
the division of any Series into separate  Classes of Shares in  accordance  with
the 1940  Act.  The  different  Series  and  Classes  shall be  established  and
designated  pursuant to Article III, Section 6 hereof.  If no separate Series or
Classes of Series shall be established, the Shares shall have the rights, powers
and duties  provided  for herein  and in  Article  III,  Section 6 hereof to the
extent  relevant and not otherwise  provided for herein,  and all  references to
Series and Classes  shall be construed  (as the context may require) to refer to
the Trust.

     (i)  The fact  that  the  Trust  shall  have  one or more  established  and
          designated  Classes of the Trust, shall not limit the authority of the
          Board of Trustees to establish and designate additional Classes of the
          Trust.  The fact  that one or more  Classes  of the Trust  shall  have
          initially  been  established  and  designated   without  any  specific
          establishment or designation of a Series (i.e., that all Shares of the
          Trust are initially Shares of one or more Classes) shall not limit the
          authority of the Board of Trustees to later  establish and designate a
          Series and  establish  and designate the Class or Classes of the Trust
          as Class or Classes, respectively, of such Series.

     (ii) The fact that a Series  shall  have  initially  been  established  and
          designated  without  any  specific  establishment  or  designation  of
          Classes  (i.e.,  that all  Shares of such  Series are  initially  of a
          single  Class) shall not limit the  authority of the Board of Trustees
          to establish and designate  separate Classes of said Series.  The fact
          that a Series  shall  have more than one  established  and  designated
          Class,  shall not  limit the  authority  of the Board of  Trustees  to
          establish and designate additional Classes of said Series.

     (b) The Board of  Trustees  shall have the power to issue  authorized,  but
unissued  Shares of  beneficial  interest of the Trust,  or any Series and Class
thereof, from time to time for such consideration paid wholly or partly in cash,
securities  or other  property,  as may be  determined  from time to time by the
Board of Trustees,  subject to any  requirements or limitations of the 1940 Act.
The Board of Trustees,  on behalf of the Trust, may acquire and hold as treasury
shares, reissue for such consideration and on such terms as it may determine, or
cancel, at its discretion from time to time, any Shares reacquired by the Trust.
The  Board of  Trustees  may  classify  or  reclassify  any  unissued  shares of
beneficial  interest  or any shares of  beneficial  interest of the Trust or any
Series or Class thereof,  that were previously  issued and are reacquired,  into
one or more Series or Classes that may be established  and designated  from time
to time.  Notwithstanding  the  foregoing,  the Trust and any Series thereof may
acquire,  hold,  sell and  otherwise  deal in, for  purposes  of  investment  or
otherwise,  the Shares of any other  Series of the Trust or Shares of the Trust,
and such Shares shall not be deemed treasury shares or cancelled.

     (c) Subject to the  provisions of Section 6 of this Article III, each Share
shall  entitle  the  holder to voting  rights as  provided  in Article V hereof.
Shareholders  shall have no  preemptive  or other right to subscribe  for new or
additional  authorized,  but unissued Shares or other  securities  issued by the
Trust or any Series thereof.  The Board of Trustees may from time to time divide
or  combine  the Shares of the Trust or any  particular  Series  thereof  into a
greater or lesser  number of Shares of the Trust or that  Series,  respectively.
Such  division or  combination  shall not  materially  change the  proportionate
beneficial  interests of the holders of Shares of the Trust or that  Series,  as
the  case  may be,  in the  Trust  Property  at the  time of  such  division  or
combination  that is held with respect to the Trust or that Series,  as the case
may be.

     (d) Any Trustee,  officer or other agent of the Trust, and any organization
in which any such Person has an economic or other  interest,  may acquire,  own,
hold and dispose of Shares of beneficial interest in the Trust or any Series and
Class  thereof,  whether such Shares are  authorized  but  unissued,  or already
outstanding, to the same extent as if such Person were not a Trustee, officer or
other agent of the Trust; and the Trust or any Series may issue and sell and may
purchase such Shares from any such Person or any such  organization,  subject to
the  limitations,  restrictions  or other  provisions  applicable to the sale or
purchase of such Shares herein and the 1940 Act.

     Section 2.  Ownership of Shares.  The ownership of Shares shall be recorded
on the books of the Trust  kept by the Trust or by a transfer  or similar  agent
for the Trust, which books shall be maintained  separately for the Shares of the
Trust and each  Series  and each Class  thereof  that has been  established  and
designated.  No certificates  certifying the ownership of Shares shall be issued
except as the Board of Trustees may otherwise  determine  from time to time. The
Board of Trustees may make such rules not  inconsistent  with the  provisions of
the 1940 Act as it considers appropriate for the issuance of Share certificates,
the transfer of Shares of the Trust and each Series and Class  thereof,  if any,
and similar  matters.  The record books of the Trust as kept by the Trust or any
transfer or similar agent, as the case may be, shall be conclusive as to who are
the  Shareholders  of the Trust and each Series and Class  thereof and as to the
number of Shares of the Trust and each Series and Class  thereof  held from time
to time by each such Shareholder.

     Section 3. Sale of Shares.  Subject to the 1940 Act and applicable law, the
Trust may sell its authorized but unissued Shares of beneficial interest to such
Persons,  at such times, on such terms, and for such  consideration as the Board
of Trustees may from time to time authorize.  Each sale shall be credited to the
individual  purchaser's  account in the form of full or fractional Shares of the
Trust or such Series thereof (and Class  thereof,  if any), as the purchaser may
select, at the net asset value per Share, subject to Section 22 of the 1940 Act,
and the rules and regulations adopted thereunder;  provided,  however,  that the
Board of Trustees may, in its sole discretion,  permit the Principal Underwriter
to impose a sales  charge  upon any such sale.  Every  Shareholder  by virtue of
having  become a  Shareholder  shall be deemed to have  expressly  assented  and
agreed to the terms of this  Declaration  of Trust and to have become bound as a
party hereto.

     Section 4. Status of Shares and  Limitation of Personal  Liability.  Shares
shall be deemed to be personal  property giving to Shareholders  only the rights
provided in this  Declaration of Trust,  the By-Laws,  and under applicable law.
Ownership of Shares shall not entitle the  Shareholder to any title in or to the
whole or any part of the  Trust  Property  or right to call for a  partition  or
division of the same or for an  accounting,  nor shall the  ownership  of Shares
constitute  the  Shareholders  as partners.  Subject to Article VIII,  Section 1
hereof,  the death,  incapacity,  dissolution,  termination,  or bankruptcy of a
Shareholder  during the existence of the Trust and any Series  thereof shall not
operate to dissolve the Trust or any such Series, nor entitle the representative
of any deceased, incapacitated, dissolved, terminated or bankrupt Shareholder to
an accounting or to take any action in court or elsewhere against the Trust, the
Trustees or any such Series, but entitles such representative only to the rights
of said deceased,  incapacitated,  dissolved, terminated or bankrupt Shareholder
under this  Declaration  of Trust.  Neither the Trust nor the Trustees,  nor any
officer, employee or agent of the Trust, shall have any power to bind personally
any Shareholder,  nor, except as specifically  provided herein, to call upon any
Shareholder  for  the  payment  of any  sum of  money  other  than  such  as the
Shareholder may at any time personally agree to pay. Each Share,  when issued on
the  terms  determined  by the  Board  of  Trustees,  shall  be  fully  paid and
nonassessable.  As provided in the DSTA,  Shareholders  shall be entitled to the
same  limitation  of personal  liability as that extended to  stockholders  of a
private  corporation  organized for profit under the General  Corporation Law of
the State of Delaware.

     Section 5. Power of Board of  Trustees  to Make Tax  Status  Election.  The
Board of  Trustees  shall  have  the  power,  in its  discretion,  to make  such
elections  as to the tax status of the Trust and any Series as may be  permitted
or required under the Code, without the vote of any Shareholder.

     Section  6.  Establishment  and  Designation  of Series  and  Classes.  The
establishment and designation of any Series or Class shall be effective, without
the  requirement of Shareholder  approval,  upon the adoption of a resolution by
not less than a majority of the then Board of Trustees,  which  resolution shall
set forth such  establishment  and  designation  and may provide,  to the extent
permitted  by the DSTA,  for  rights,  powers and duties of such Series or Class
(including  variations  in the relative  rights and  preferences  as between the
different  Series and  Classes)  otherwise  than as provided  herein.  Each such
resolution  shall be  incorporated  herein by reference upon adoption.  Any such
resolution may be amended by a further  resolution of a majority of the Board of
Trustees,  and if  Shareholder  approval  would  be  required  to  make  such an
amendment to the language set forth in this  Declaration of Trust,  such further
resolution shall require the same  Shareholder  approval that would be necessary
to make such  amendment to the language set forth in this  Declaration of Trust.
Each such further  resolution  shall be  incorporated  herein by reference  upon
adoption.

     Each Series shall be separate and distinct from any other Series,  separate
and  distinct  records on the books of the Trust  shall be  maintained  for each
Series,  and the assets and  liabilities  belonging  to any such Series shall be
held and accounted for separately  from the assets and  liabilities of the Trust
or any other Series. Each Class of the Trust shall be separate and distinct from
any other  Class of the Trust.  Each  Class of a Series  shall be  separate  and
distinct  from  any  other  Class of the  Series.  As  appropriate,  in a manner
determined by the Board of Trustees, the liabilities belonging to any such Class
shall be held and accounted for  separately  from the  liabilities of the Trust,
the Series or any other Class and separate and distinct  records on the books of
the Trust for the Class shall be maintained for this purpose. Subject to Article
II hereof,  each such Series shall operate as a separate and distinct investment
medium, with separately defined investment objectives and policies.

     Shares  of  each  Series  (and  Class  where  applicable)  established  and
designated  pursuant to this Section 6, unless otherwise  provided to the extent
permitted by the DSTA,  in the  resolution  establishing  and  designating  such
Series or Class, shall have the following rights, powers and duties:

     (a) Assets Held with  Respect to a  Particular  Series.  All  consideration
received  by the Trust for the issue or sale of Shares of a  particular  Series,
together with all assets in which such  consideration is invested or reinvested,
all income,  earnings,  profits,  and  proceeds  thereof  from  whatever  source
derived,  including,  without  limitation,  any proceeds  derived from the sale,
exchange or liquidation of such assets,  and any funds or payments  derived from
any  reinvestment  of such  proceeds  in  whatever  form the same may be,  shall
irrevocably  be held with respect to that Series for all purposes,  subject only
to the rights of creditors with respect to that Series, and shall be so recorded
upon the books of account  of the Trust.  Such  consideration,  assets,  income,
earnings, profits and proceeds thereof, from whatever source derived, including,
without limitation,  any proceeds derived from the sale, exchange or liquidation
of such assets,  and any funds or payments derived from any reinvestment of such
proceeds,  in whatever  form the same may be, are herein  referred to as "assets
held with  respect  to" that  Series.  In the event that  there are any  assets,
income, earnings,  profits and proceeds thereof, funds or payments which are not
readily  identifiable  as assets  held with  respect  to any  particular  Series
(collectively  "General  Assets"),  the  Board of  Trustees,  or an  appropriate
officer as  determined  by the Board of Trustees,  shall  allocate  such General
Assets to,  between or among any one or more of the Series in such manner and on
such  basis as the Board of  Trustees,  in its sole  discretion,  deems fair and
equitable,  and any General  Asset so allocated to a particular  Series shall be
held with respect to that Series. Each such allocation by or under the direction
of the Board of Trustees shall be conclusive  and binding upon the  Shareholders
of all Series for all purposes.

     (b)  Liabilities  Held with  Respect to a Particular  Series or Class.  The
assets of the Trust held with  respect to a  particular  Series shall be charged
with the liabilities,  debts, obligations, costs, charges, reserves and expenses
of the Trust incurred, contracted for or otherwise existing with respect to such
Series.  Such liabilities,  debts,  obligations,  costs,  charges,  reserves and
expenses  incurred,  contracted  for or  otherwise  existing  with  respect to a
particular  Series are herein referred to as "liabilities  held with respect to"
that Series. Any liabilities,  debts, obligations,  costs, charges, reserves and
expenses of the Trust which are not readily  identifiable  as being  liabilities
held with respect to any particular Series (collectively  "General Liabilities")
shall be  allocated  by the Board of  Trustees,  or an  appropriate  officer  as
determined by the Board of Trustees,  to and among any one or more of the Series
in such manner and on such basis as the Board of Trustees in its sole discretion
deems fair and equitable.  Each allocation of liabilities,  debts,  obligations,
costs, charges,  reserves and expenses by or under the direction of the Board of
Trustees shall be conclusive and binding upon the Shareholders of all Series for
all purposes.  All Persons who have extended credit that has been allocated to a
particular  Series,  or who have a claim or contract that has been  allocated to
any particular  Series,  shall look exclusively to the assets of that particular
Series for payment of such  credit,  claim,  or  contract.  In the absence of an
express  contractual  agreement  so  limiting  the  claims  of  such  creditors,
claimants and contract providers, each creditor,  claimant and contract provider
shall be deemed nevertheless to have impliedly agreed to such limitation.

     Subject to the right of the Board of Trustees in its discretion to allocate
General Liabilities as provided herein, the debts, liabilities,  obligations and
expenses  incurred,  contracted  for or  otherwise  existing  with  respect to a
particular  Series,  whether such Series is now authorized and existing pursuant
to this Declaration of Trust or is hereafter authorized and existing pursuant to
this  Declaration of Trust,  shall be  enforceable  against the assets held with
respect to that Series  only,  and not against the assets of any other Series or
the Trust generally and none of the debts, liabilities, obligations and expenses
incurred,  contracted  for or  otherwise  existing  with  respect  to the  Trust
generally or any other Series  thereof shall be  enforceable  against the assets
held with  respect to such  Series.  Notice of this  limitation  on  liabilities
between and among  Series shall be set forth in the  Certificate  of Trust to be
filed in the Office of the Secretary of State of the State of Delaware  pursuant
to the DSTA, and upon the giving of such notice in the Certificate of Trust, the
statutory  provisions  of Section 3804 of the DSTA  relating to  limitations  on
liabilities  between and among Series (and the  statutory  effect under  Section
3804 of setting  forth such notice in the  Certificate  of Trust)  shall  become
applicable to the Trust and each Series.

     Liabilities,  debts,  obligations,  costs,  charges,  reserves and expenses
related to the distribution of, and other identified expenses that should or may
properly be allocated to, the Shares of a particular Class may be charged to and
borne solely by such Class. The bearing of expenses solely by a particular Class
of Shares may be appropriately reflected (in a manner determined by the Board of
Trustees) and may affect the net asset value  attributable to, and the dividend,
redemption  and   liquidation   rights  of,  such  Class.   Each  allocation  of
liabilities,  debts,  obligations,  costs, charges,  reserves and expenses by or
under the  direction of the Board of Trustees  shall be  conclusive  and binding
upon the  Shareholders  of all  Classes for all  purposes.  All Persons who have
extended  credit that has been  allocated to a particular  Class,  or who have a
claim or contract that has been allocated to any particular  Class,  shall look,
and may be required by contract to look,  exclusively to that  particular  Class
for payment of such credit, claim, or contract.

     (c) Dividends,  Distributions  and Redemptions.  Notwithstanding  any other
provisions of this Declaration of Trust, including, without limitation,  Article
VI hereof,  no dividend  or  distribution  including,  without  limitation,  any
distribution  paid upon  dissolution  of the Trust or of any Series with respect
to, nor any  redemption  of,  the  Shares of any Series or Class of such  Series
shall be effected  by the Trust other than from the assets held with  respect to
such Series,  nor, except as specifically  provided in Section 7 of this Article
III, shall any Shareholder of any particular  Series otherwise have any right or
claim  against  the assets  held with  respect to any other  Series or the Trust
generally  except,  in the case of a right or claim against the assets held with
respect to any other  Series,  to the extent  that such  Shareholder  has such a
right or claim  hereunder as a Shareholder  of such other  Series.  The Board of
Trustees shall have full  discretion,  to the extent not  inconsistent  with the
1940 Act, to determine which items shall be treated as income and which items as
capital;  and each such  determination  and  allocation  shall be conclusive and
binding upon the Shareholders.

     (d) Voting. All Shares of the Trust entitled to vote on a matter shall vote
in the  aggregate  without  differentiation  between the Shares of the  separate
Series, if any, or separate  Classes,  if any; provided that (i) with respect to
any matter that affects only the interests of some but not all Series, then only
the Shares of such affected Series, voting separately, shall be entitled to vote
on the matter,  (ii) with respect to any matter that affects only the  interests
of some but not all  Classes,  then only the  Shares of such  affected  Classes,
voting  separately,  shall  be  entitled  to  vote  on  the  matter;  and  (iii)
notwithstanding  the foregoing,  with respect to any matter as to which the 1940
Act or other  applicable  law or  regulation  requires  voting,  by Series or by
Class,  then the  Shares of the Trust  shall vote as  prescribed  in such law or
regulation.

     (e) Equality.  Each Share of any  particular  Series shall be equal to each
other Share of such Series (subject to the rights and  preferences  with respect
to separate Classes of such Series).

     (f) Fractions.  A fractional Share of a Series shall carry  proportionately
all the rights and obligations of a whole Share of such Series, including rights
with respect to voting,  receipt of dividends and  distributions,  redemption of
Shares and dissolution of the Trust or that Series.

     (g) Exchange  Privilege.  The Board of Trustees shall have the authority to
provide  that the  holders  of  Shares  of any  Series  shall  have the right to
exchange said Shares for Shares of one or more other Series in  accordance  with
such requirements and procedures as may be established by the Board of Trustees,
and in accordance with the 1940 Act.

     (h) Combination of Series or Classes.

     (i)  The Board of Trustees shall have the authority,  without the approval,
          vote or consent of the  Shareholders of any Series,  unless  otherwise
          required by applicable law, to combine the assets and liabilities held
          with  respect to any two or more Series  into  assets and  liabilities
          held with respect to a single Series; provided that upon completion of
          such combination of Series,  the interest of each Shareholder,  in the
          combined  assets and  liabilities  held with  respect to the  combined
          Series  shall  equal  the  interest  of each such  Shareholder  in the
          aggregate  of the  assets  and  liabilities  held with  respect to the
          Series that were combined.

     (ii) The Board of Trustees shall have the authority,  without the approval,
          vote or consent  of the  Shareholders  of any Series or Class,  unless
          otherwise  required by applicable law, to combine,  merge or otherwise
          consolidate  the  Shares of two or more  Classes of Shares of a Series
          with and/or into a single  Class of Shares of such  Series,  with such
          designation,  preference,  conversion or other rights,  voting powers,
          restrictions,  limitations as to dividends,  qualifications, terms and
          conditions of redemption and other characteristics as the Trustees may
          determine;  provided, however, that the Trustees shall provide written
          notice to the affected Shareholders of any such transaction.

     (iii) The  transactions  in (i) and  (ii)  above  may be  effected  through
          share-for-share  exchanges,  transfers or sales of assets, Shareholder
          in-kind  redemptions  and  purchases,  exchange  offers,  or any other
          method approved by the Trustees.

     (i)  Dissolution or Termination.  Any particular  Series shall be dissolved
upon the  occurrence of the applicable  dissolution  events set forth in Article
VIII,  Section 1 hereof.  Upon dissolution of a particular  Series, the Trustees
shall wind up the affairs of such Series in accordance with Article VIII Section
1 hereof and thereafter,  rescind the establishment and designation thereof. The
Board  of  Trustees  shall  terminate  any  particular  Class  and  rescind  the
establishment and designation  thereof: (i) upon approval by a majority of votes
cast at a  meeting  of the  Shareholders  of such  Class,  provided  a quorum of
Shareholders of such Class are present, or by action of the Shareholders of such
Class by written consent without a meeting  pursuant to Article V, Section 3; or
(ii) at the discretion of the Board of Trustees either (A) at any time there are
no Shares  outstanding  of such Class,  or (B) upon prior written  notice to the
Shareholders of such Class;  provided,  however, that upon the rescission of the
establishment  and  designation  of any particular  Series,  every Class of such
Series  shall  thereby  be  terminated  and its  establishment  and  designation
rescinded.  Each  resolution  of the Board of Trustees  pursuant to this Section
6(i) shall be incorporated herein by reference upon adoption.

     Section 7. Indemnification of Shareholders. No shareholder as such shall be
subject to any personal  liability  whatsoever to any Person in connection  with
Trust  Property  or the  acts,  obligations  or  affairs  of the  Trust.  If any
Shareholder or former  Shareholder  shall be exposed to liability,  charged with
liability,  or held personally  liable,  for any obligations or liability of the
Trust, by reason of a claim or demand  relating  exclusively to his or her being
or having  been a  Shareholder  of the Trust or a  Shareholder  of a  particular
Series thereof, and not because of such Shareholder's actions or omissions, such
Shareholder or former  Shareholder (or, in the case of a natural person,  his or
her heirs, executors,  administrators, or other legal representatives or, in the
case of a corporation or other entity, its corporate or other general successor)
shall be entitled to be held harmless from and  indemnified out of the assets of
the  Trust or out of the  assets  of such  Series  thereof,  as the case may be,
against all loss and expense,  including  without  limitation,  attorneys' fees,
arising from such claim or demand;  provided,  however, such indemnity shall not
cover (i) any taxes due or paid by reason of such Shareholder's ownership of any
Shares  and (ii)  expenses  charged to a  Shareholder  pursuant  to Article  IV,
Section 5 hereof.

                                  ARTICLE IV.

                              THE BOARD OF TRUSTEES

     Section 1. Number, Election, Term, Removal and Resignation.

     (a) The  initial  Board of  Trustees  shall  be  comprised  of the  Trustee
entering into this  Declaration  of Trust on the date first written  above,  who
shall hold  office  until the  initial  holder of a Share  executes a consent in
writing  to elect a Board of  Trustees  that  holds  office in  accordance  with
paragraph (c) of this Section 1. The initial  Trustee shall (i) execute and file
or cause to be filed the  Certificate  of Trust with the office of the Secretary
of State of the State of Delaware and (ii) adopt the By-Laws. In accordance with
Section 3801 of the DSTA,  each  Trustee  shall become a Trustee and be bound by
this  Declaration  of  Trust  and  the  By-Laws  when  such  Person  signs  this
Declaration of Trust as a trustee and/or is duly elected or appointed, qualified
and serving on the Board of Trustees in accordance  with the  provisions  hereof
and the By-Laws,  so long as such signatory or other Person  continues in office
in accordance with the terms hereof.

     (b) The number of Trustees constituting the entire Board of Trustees may be
fixed from time to time by the vote of a majority of the then Board of Trustees;
provided,  however,  that the number of Trustees  shall in no event be less than
one (1) nor more than fifteen (15).  The number of Trustees shall not be reduced
so as to shorten the term of any Trustee then in office.

     (c) Each  Trustee  shall hold office for the lifetime of the Trust or until
such Trustee's  earlier  death,  resignation,  removal,  retirement or inability
otherwise  to  serve,  or,  if sooner  than any of such  events,  until the next
meeting of Shareholders  called for the purpose of electing  Trustees or consent
of  Shareholders  in lieu thereof for the  election of  Trustees,  and until the
election and qualification of his or her successor.

     (d) Any  Trustee  may be removed,  with or without  cause,  by the Board of
Trustees,  by action of a majority of the Trustees then in office, or by vote of
the Shareholders at any meeting called for that purpose.

     (e) Any  Trustee  may  resign at any time by giving  written  notice to the
secretary  of  the  Trust  or to a  meeting  of  the  Board  of  Trustees.  Such
resignation shall be effective upon receipt, unless specified to be effective at
some later time.

     Section 2.  Trustee  Action by Written  Consent  Without a Meeting.  To the
extent not inconsistent with the provisions of the 1940 Act, any action that may
be taken at any meeting of the Board of Trustees or any committee thereof may be
taken  without  a meeting  and  without  prior  written  notice if a consent  or
consents in writing  setting forth the action so taken is signed by the Trustees
having not less than the  minimum  number of votes that  would be  necessary  to
authorize or take that action at a meeting at which all Trustees on the Board of
Trustees or any committee  thereof,  as the case may be, were present and voted.
Written consents of the Trustees may be executed in one or more counterparts.  A
consent  transmitted by electronic  transmission  (as defined in Section 3806 of
the DSTA) by a Trustee  shall be deemed to be written and signed for purposes of
this Section.  All such consents  shall be filed with the secretary of the Trust
and shall be maintained in the Trust's records.

     Section 3. Powers; Other Business Interests; Quorum and Required Vote.

     (a) Powers.  Subject to the provisions of this  Declaration  of Trust,  the
business of the Trust  (including  every Series  thereof) shall be managed by or
under the direction of the Board of Trustees,  and such Board of Trustees  shall
have all powers  necessary or convenient to carry out that  responsibility.  The
Board of Trustees shall have full power and authority to do any and all acts and
to make and execute any and all contracts and  instruments  that it may consider
necessary or appropriate in connection with the operation and  administration of
the Trust (including  every Series thereof).  The Board of Trustees shall not be
bound or limited by present or future laws or customs with regard to investments
by  trustees  or  fiduciaries,  but,  subject  to the other  provisions  of this
Declaration  of Trust and the By-Laws,  shall have full  authority  and absolute
power and control over the assets and the business of the Trust (including every
Series  thereof)  to the same  extent as if the Board of  Trustees  was the sole
owner of such assets and business in its own right,  including  such  authority,
power and control to do all acts and things as it, in its sole discretion, shall
deem proper to  accomplish  the  purposes of this Trust.  Without  limiting  the
foregoing,  the Board of Trustees may,  subject to the  requisite  vote for such
actions as set forth in this  Declaration  of Trust and the  By-Laws:  (1) adopt
By-Laws not  inconsistent  with applicable law or this Declaration of Trust; (2)
amend,  restate and repeal such By-Laws,  subject to and in accordance  with the
provisions  of such  By-Laws;  (3) fill  vacancies  on the Board of  Trustees in
accordance with this Declaration of Trust and the By-Laws;  (4) elect and remove
such officers and appoint and terminate such agents as it considers appropriate,
in accordance with this Declaration of Trust and the By-Laws;  (5) establish and
terminate  one or more  committees  of the  Board of  Trustees  pursuant  to the
By-Laws; (6) place Trust Property in custody as required by the 1940 Act, employ
one or more  custodians of the Trust Property and authorize  such  custodians to
employ sub-custodians and to place all or any part of such Trust Property with a
custodian or a custodial  system meeting the  requirements  of the 1940 Act; (7)
retain a transfer  agent,  dividend  disbursing  agent, a shareholder  servicing
agent or  administrative  services  agent,  or any  number  thereof or any other
service  provider  as deemed  appropriate;  (8)  provide  for the  issuance  and
distribution of shares of beneficial  interest in the Trust or other  securities
or financial instruments directly or through one or more Principal  Underwriters
or otherwise; (9) retain one or more Investment Adviser(s);  (10) re-acquire and
redeem Shares on behalf of the Trust and transfer  Shares pursuant to applicable
law; (11) set record dates for the determination of Shareholders with respect to
various  matters,  in the  manner  provided  in  Article  V,  Section  4 of this
Declaration  of Trust;  (12)  declare and pay  dividends  and  distributions  to
Shareholders  from the Trust Property,  in accordance  with this  Declaration of
Trust and the By-Laws;  (13) establish,  designate and redesignate  from time to
time, in accordance  with the provisions of Article III,  Section 6 hereof,  any
Series or Class of the Trust or of a Series;  (14) hire  personnel  as staff for
the Board of Trustees or, for those Trustees who are not  Interested  Persons of
the  Trust,  the  Investment  Adviser,  or the  Principal  Underwriter,  set the
compensation  to be paid by the  Trust  to such  personnel,  exercise  exclusive
supervision of such personnel,  and remove one or more of such personnel, at the
discretion of the Board of Trustees;  (15) retain special counsel, other experts
and/or  consultants  for the Board of Trustees,  for those  Trustees who are not
Interested  Persons of the  Trust,  the  Investment  Adviser,  or the  Principal
Underwriter,  and/or for one or more of the committees of the Board of Trustees,
set the  compensation  to be paid by the Trust to such  special  counsel,  other
experts  and/or  consultants,  and remove one or more of such  special  counsel,
other experts  and/or  consultants,  at the discretion of the Board of Trustees;
(16)  engage in and  prosecute,  defend,  compromise,  abandon,  or  adjust,  by
arbitration,  or otherwise, any actions, suits, proceedings,  disputes,  claims,
and demands  relating to the Trust, and out of the assets of the Trust to pay or
to satisfy any debts,  claims or  expenses  incurred  in  connection  therewith,
including those of litigation, and such power shall include, without limitation,
the power of the Trustees, or any appropriate committee thereof, in the exercise
of their or its good faith  business  judgment,  to dismiss  any  action,  suit,
proceeding,  dispute, claim or demand,  derivative or otherwise,  brought by any
person,  including  a  shareholder  in its own name or in the name of the Trust,
whether  or not the  Trust  or any of the  Trustees  may be  named  individually
therein or the subject  matter  arises by reason of business for or on behalf of
the Trust; and (17) in general delegate such authority as it considers desirable
to any Trustee or officer of the Trust,  to any  committee of the Trust,  to any
agent  or  employee  of  the  Trust  or to  any  custodian,  transfer,  dividend
disbursing,  shareholder  servicing  agent,  Principal  Underwriter,  Investment
Adviser, or other service provider.

     The  powers of the Board of  Trustees  set forth in this  Section  3(a) are
without prejudice to any other powers of the Board of Trustees set forth in this
Declaration  of Trust and the By-Laws.  Any  determination  as to what is in the
best interests of the Trust or any Series or Class thereof and its  Shareholders
made by the Board of Trustees in good faith shall be  conclusive.  In construing
the provisions of this Declaration of Trust,  the presumption  shall be in favor
of a grant of power to the Board of Trustees.

     (b) Other Business  Interests.  The Trustees shall devote to the affairs of
the Trust (including every Series thereof) such time as may be necessary for the
proper  performance of their duties hereunder,  but neither the Trustees nor the
officers,  directors,  shareholders,  partners or employees of the Trustees,  if
any,  shall be expected  to devote  their full time to the  performance  of such
duties. The Trustees, or any Affiliate,  shareholder, officer, director, partner
or  employee  thereof,  or any  Person  owning  a legal or  beneficial  interest
therein, may engage in, or possess an interest in, any business or venture other
than  the  Trust  or  any  Series  thereof,   of  any  nature  and  description,
independently  or with or for the  account  of others.  None of the  Trust,  any
Series thereof or any  Shareholder  shall have the right to participate or share
in such  other  business  or  venture  or any  profit  or  compensation  derived
therefrom.

     (c) Quorum and Required  Vote. At all meetings of the Board of Trustees,  a
majority of the Board of Trustees  then in office  shall be present in person in
order to constitute a quorum for the transaction of business. A meeting at which
a quorum is initially present may continue to transact business  notwithstanding
the departure of Trustees  from the meeting,  if any action taken is approved by
at least a majority of the required quorum for that meeting.  Subject to Article
III, Sections 1 and 6 of the By-Laws and except as otherwise  provided herein or
required by applicable law, the vote of not less than a majority of the Trustees
present at a meeting at which a quorum is present  shall be the act of the Board
of Trustees.

     Section 4. Payment of Expenses by the Trust.  Subject to the  provisions of
Article III, Section 6 hereof,  an authorized  officer of the Trust shall pay or
cause to be paid out of the  principal or income of the Trust or any  particular
Series or Class  thereof,  or partly out of the  principal and partly out of the
income of the Trust or any  particular  Series or Class  thereof,  and charge or
allocate the same to, between or among such one or more of the Series or Classes
that may be established or designated pursuant to Article III, Section 6 hereof,
as such officer deems fair, all expenses,  fees, charges,  taxes and liabilities
incurred by or arising in connection  with the  maintenance  or operation of the
Trust  or a  particular  Series  or Class  thereof,  or in  connection  with the
management thereof,  including,  but not limited to, the Trustees'  compensation
and such expenses,  fees,  charges,  taxes and  liabilities  associated with the
services of the Trust's officers,  employees,  Investment Adviser(s),  Principal
Underwriter,  auditors,  counsel,  custodian,  sub-custodian,   transfer  agent,
dividend disbursing agent, shareholder servicing agent, and such other agents or
independent  contractors  and such  other  expenses,  fees,  charges,  taxes and
liabilities as the Board of Trustees may deem necessary or proper to incur.

     Section 5. Payment of Expenses by Shareholders. The Board of Trustees shall
have the power,  as frequently as it may determine,  to cause any Shareholder to
pay  directly,  in advance or arrears,  an amount fixed from time to time by the
Board of  Trustees  or an  officer  of the  Trust  for  charges  of the  Trust's
custodian or transfer,  dividend  disbursing,  shareholder  servicing or similar
agent which are not  customarily  charged  generally to the Trust, a Series or a
Class, where such services are provided to such Shareholder individually, rather
than to all Shareholders collectively,  by setting off such amount due from such
Shareholder   from  the  amount  of  (i)  declared   but  unpaid   dividends  or
distributions owed such Shareholder, or (ii) proceeds from the redemption by the
Trust of Shares from such Shareholder pursuant to Article VI hereof.

     Section 6.  Ownership  of Trust  Property.  Legal title to all of the Trust
Property  shall at all times be vested in the  Trust,  except  that the Board of
Trustees  shall have the power to cause legal title to any Trust  Property to be
held by or in the name of any Person as  nominee,  on such terms as the Board of
Trustees may determine, in accordance with applicable law.

     Section 7. Service Contracts.

     (a) Subject to this Declaration of Trust, the By-Laws and the 1940 Act, the
Board of Trustees may, at any time and from time to time, contract for exclusive
or nonexclusive  investment  advisory or investment  management services for the
Trust or for any Series  thereof with any  corporation,  trust,  association  or
other organization,  including any Affiliate;  and any such contract may contain
such other  terms as the Board of  Trustees  may  determine,  including  without
limitation,  delegation of authority to the Investment Adviser to determine from
time to time  without  prior  consultation  with  the  Board  of  Trustees  what
securities  and other  instruments  or property  shall be purchased or otherwise
acquired, owned, held, invested or reinvested in, sold, exchanged,  transferred,
mortgaged,  pledged,  assigned,  negotiated, or otherwise dealt with or disposed
of, and what portion, if any, of the Trust Property shall be held uninvested and
to make changes in the Trust's or a particular Series' investments, or to engage
in such other activities, including administrative services, as may specifically
be delegated to such party.

     (b) The  Board of  Trustees  may  also,  at any time and from time to time,
contract with any Person, including any Affiliate,  appointing it or them as the
exclusive or nonexclusive placement agent,  distributor or Principal Underwriter
for the Shares of beneficial  interest of the Trust or one or more of the Series
or Classes  thereof,  or for other  securities  or financial  instruments  to be
issued by the Trust, or appointing it or them to act as the administrator,  fund
accountant or accounting agent,  custodian,  transfer agent, dividend disbursing
agent  and/or  shareholder  servicing  agent for the Trust or one or more of the
Series or Classes thereof.

     (c) The Board of Trustees is further  empowered,  at any time and from time
to time, to contract with any Persons, including any Affiliates, to provide such
other  services  to the  Trust  or one or more of its  Series,  as the  Board of
Trustees  determines to be in the best  interests of the Trust,  such Series and
its Shareholders.

     (d) None of the following facts or circumstances  shall affect the validity
of any of  the  contracts  provided  for in  this  Article  IV,  Section  7,  or
disqualify  any  Shareholder,  Trustee,  employee  or  officer of the Trust from
voting upon or executing the same, or create any liability or  accountability to
the  Trust,  any  Series  thereof  or  the   Shareholders,   provided  that  the
establishment of and performance of each such contract is permissible  under the
1940 Act, and provided  further that such Person is authorized to vote upon such
contract under the 1940 Act:

     (i)  the fact that any of the Shareholders, Trustees, employees or officers
          of the Trust is a shareholder,  director,  officer,  partner, trustee,
          employee,  manager,  Adviser,  placement agent, Principal Underwriter,
          distributor,  or Affiliate  or agent of or for any Person,  or for any
          parent or  Affiliate  of any  Person,  with  which any type of service
          contract  provided for in this Article IV,  Section 7 may have been or
          may  hereafter  be made,  or that any such  Person,  or any  parent or
          Affiliate  thereof,  is a Shareholder or has an interest in the Trust,
          or

     (ii) the fact  that any  Person  with  which any type of  service  contract
          provided  for in this  Article  IV,  Section  7 may  have  been or may
          hereafter  be made also has such a service  contract  with one or more
          other Persons, or has other business or interests.

     (e) Every contract referred to in this Section 7 is required to comply with
this Declaration of Trust,  the By-Laws,  the 1940 Act, other applicable law and
any stipulation by resolution of the Board of Trustees.

                                   ARTICLE V.

                    SHAREHOLDERS' VOTING POWERS AND MEETINGS

     Section 1. Voting Powers. Subject to the provisions of Article III, Section
6 hereof, the Shareholders shall have the power to vote only (i) on such matters
required  by this  Declaration  of  Trust,  the  By-Laws,  the 1940  Act,  other
applicable  law and any  registration  statement  of the  Trust  filed  with the
Commission,  the  registration  of which is  effective;  and (ii) on such  other
matters as the Board of Trustees may consider necessary or desirable. Subject to
Article III hereof, the Shareholder of record (as of the record date established
pursuant to Section 4 of this  Article V) of each Share shall be entitled to one
vote for each full  Share,  and a  fractional  vote for each  fractional  Share.
Shareholders  shall not be  entitled  to  cumulative  voting in the  election of
Trustees or on any other matter.

     Section 2. Quorum and Required Vote.

     (a) Forty percent  (40%) of the  outstanding  Shares  entitled to vote at a
Shareholders'  meeting,  which are  present in person or  represented  by proxy,
shall  constitute a quorum at the  Shareholders'  meeting,  except when a larger
quorum is required by this Declaration of Trust, the By-Laws,  applicable law or
the  requirements  of any  securities  exchange  on which  Shares are listed for
trading,  in which case such quorum shall comply with such requirements.  When a
separate vote by one or more Series or Classes is required,  forty percent (40%)
of the  outstanding  Shares of each such  Series or Class  entitled to vote at a
Shareholders'  meeting of such  Series or Class,  which are present in person or
represented by proxy, shall constitute a quorum at the Shareholders'  meeting of
such  Series  or  Class,  except  when a  larger  quorum  is  required  by  this
Declaration of Trust,  the By-Laws,  applicable law or the  requirements  of any
securities  exchange  on which  Shares of such  Series or Class are  listed  for
trading, in which case such quorum shall comply with such requirements.

     (b) Subject to the provisions of Article III,  Section 6(d),  when a quorum
is  present at any  meeting,  a  majority  of the votes  cast  shall  decide any
questions  and a plurality  shall elect a Trustee,  except when a larger vote is
required  by any  provision  of this  Declaration  of Trust or the By-Laws or by
applicable law.  Pursuant to Article III, Section 6(d) hereof,  where a separate
vote by Series and, if applicable,  by Class is required, the preceding sentence
shall apply to such separate votes by Series and Classes.

     (c) Abstentions and broker  non-votes will be treated as votes present at a
Shareholders'  meeting;  abstentions and broker non-votes will not be treated as
votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will
be included for purposes of  determining  whether a quorum is present;  and (ii)
will have no effect on proposals  that require a plurality for  approval,  or on
proposals  requiring  an  affirmative  vote of a  majority  of  votes  cast  for
approval.

     Section 3.  Shareholder  Action by Written Consent  Without a Meeting.  Any
action which may be taken at any meeting of Shareholders  may be taken without a
meeting if a consent or consents in writing setting forth the action so taken is
or are signed by the  holders of a majority  of the Shares  entitled  to vote on
such action (or such different  proportion  thereof as shall be required by law,
the  Declaration  of Trust or the By-Laws for approval of such action) and is or
are  received  by the  secretary  of the  Trust  either:  (i) by the date set by
resolution of the Board of Trustees for the shareholder vote on such action;  or
(ii) if no date is set by  resolution  of the  Board,  within 30 days  after the
record date for such action as  determined  by  reference  to Article V, Section
4(b) hereof.  The written  consent for any such action may be executed in one or
more counterparts,  each of which shall be deemed an original,  and all of which
when taken together  shall  constitute  one and the same  instrument.  A consent
transmitted by electronic transmission (as defined in the DSTA) by a Shareholder
or by a Person or Persons authorized to act for a Shareholder shall be deemed to
be written and signed for purposes of this Section.  All such consents  shall be
filed with the  secretary  of the Trust and shall be  maintained  in the Trust's
records.  Any Shareholder that has given a written consent or the  Shareholder's
proxyholder or a personal  representative  of the  Shareholder or its respective
proxyholder may revoke the consent by a writing received by the secretary of the
Trust either: (i) before the date set by resolution of the Board of Trustees for
the shareholder vote on such action;  or (ii) if no date is set by resolution of
the Board, within 30 days after the record date for such action as determined by
reference to Article V, Section 4(b) hereof.

     Section 4. Record Dates.

     (a) For purposes of determining the Shareholders entitled to notice of, and
to vote at, any meeting of Shareholders,  the Board of Trustees may fix a record
date,  which  record date shall not  precede the date upon which the  resolution
fixing the record  date is adopted by the Board of  Trustees,  and which  record
date shall not be more than one hundred and twenty  (120) days nor less than ten
(10) days before the date of any such meeting.  A determination  of Shareholders
of record  entitled to notice of or to vote at a meeting of  Shareholders  shall
apply to any adjournment of the meeting;  provided,  however,  that the Board of
Trustees may fix a new record date for the adjourned meeting and shall fix a new
record date for any meeting that is adjourned for more than sixty (60) days from
the  date  set for  the  original  meeting.  For  purposes  of  determining  the
Shareholders  entitled  to vote on any action  without a  meeting,  the Board of
Trustees  may fix a record  date,  which  record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Trustees,  and which  record  date shall not be more than thirty (30) days after
the date upon which the  resolution  fixing  the  record  date is adopted by the
Board of Trustees.

     (b) If the Board of Trustees does not so fix a record date:

     (i)  the record date for  determining  Shareholders  entitled to notice of,
          and to vote at, a  meeting  of  Shareholders  shall be at the close of
          business on the day next  preceding  the day on which  notice is given
          or, if  notice is  waived,  at the close of  business  on the day next
          preceding the day on which the meeting is held.

     (ii) the record date for determining  Shareholders  entitled to vote on any
          action by consent in writing  without a meeting of  Shareholders,  (1)
          when no prior action by the Board of Trustees has been taken, shall be
          the day on which the first signed  written  consent  setting forth the
          action taken is  delivered  to the Trust,  or (2) when prior action of
          the  Board of  Trustees  has  been  taken,  shall  be at the  close of
          business  on the  day on  which  the  Board  of  Trustees  adopts  the
          resolution taking such prior action.

     (c) For the purpose of  determining  the  Shareholders  of the Trust or any
Series or Class  thereof who are entitled to receive  payment of any dividend or
of any other  distribution of assets of the Trust or any Series or Class thereof
(other than in connection with a dissolution of the Trust or a Series, a merger,
consolidation,  conversion,  reorganization,  or any other transactions, in each
case that is governed by Article VIII of the Declaration of Trust), the Board of
Trustees may:

     (i)  from  time to time fix a record  date,  which  record  date  shall not
          precede the date upon which the  resolution  fixing the record date is
          adopted,  and which record date shall not be more than sixty (60) days
          before the date for the  payment of such  dividend  and/or  such other
          distribution;

     (ii) adopt  standing  resolutions  fixing record dates and related  payment
          dates at periodic  intervals  of any  duration for the payment of such
          dividend and/or such other distribution; and/or

     (iii) delegate  to an  appropriate  officer  or  officers  of the Trust the
          determination  of such  periodic  record  and/or  payments  dates with
          respect to such dividend and/or such other distribution.

Nothing in this Section shall be construed as  precluding  the Board of Trustees
from setting different record dates for different Series or Classes.

     Section  5.  Additional   Provisions.   The  By-Laws  may  include  further
provisions for Shareholders' votes, meetings and related matters.

                                  ARTICLE VI.

                         NET ASSET VALUE; DISTRIBUTIONS;
                             REDEMPTIONS; TRANSFERS

     Section 1. Determination of Net Asset Value, Net Income and Distributions.

     (a) Subject to Article III,  Section 6 hereof,  the Board of Trustees shall
have the power to determine from time to time the offering price for authorized,
but unissued,  Shares of beneficial interest of the Trust or any Series or Class
thereof, respectively, that shall yield to the Trust or such Series or Class not
less than the net asset value  thereof,  in addition to any amount of applicable
sales charge to be paid to the Principal  Underwriter  or the selling  broker or
dealer in connection with the sale of such Shares,  at which price the Shares of
the Trust or such  Series or Class,  respectively,  shall be  offered  for sale,
subject to any other requirements or limitations of the 1940 Act.

     (b) Subject to Article III,  Section 6 hereof,  the Board of Trustees  may,
subject  to the 1940 Act,  prescribe  and shall set forth in the  By-Laws,  this
Declaration  of Trust or in a resolution of the Board of Trustees such bases and
time for determining the net asset value per Share of the Trust or any Series or
Class  thereof,  or net  income  attributable  to the Shares of the Trust or any
Series  or Class  thereof  or the  declaration  and  payment  of  dividends  and
distributions  on the Shares of the Trust or any Series or Class thereof,  as it
may deem necessary or desirable,  and such dividends and  distributions may vary
between  the Classes to reflect  differing  allocations  of the  expenses of the
Trust  between such Classes to such extent and for such purposes as the Trustees
may deem appropriate.

     (c) The  Shareholders of the Trust or any Series or Class, if any, shall be
entitled to receive dividends and distributions, when, if and as declared by the
Board of Trustees with respect  thereto,  provided that with respect to Classes,
such  dividends and  distributions  shall comply with the 1940 Act. The right of
Shareholders to receive dividends or other  distributions on Shares of any Class
may be set forth in a plan  adopted by the Board of Trustees  and  amended  from
time to time  pursuant  to the 1940 Act.  No Share  shall have any  priority  or
preference  over any other  Share of the Trust  with  respect  to  dividends  or
distributions  paid in the  ordinary  course of business or  distributions  upon
dissolution  of the Trust  made  pursuant  to  Article  VIII,  Section 1 hereof;
provided however, that

     (i)  if the Shares of the Trust are divided into Series  thereof,  no Share
          of a particular  Series shall have any priority or preference over any
          other  Share  of  the  same  Series  with   respect  to  dividends  or
          distributions paid in the ordinary course of business or distributions
          upon  dissolution  of the Trust or of such  Series  made  pursuant  to
          Article VIII, Section 1 hereof;

     (ii) if the Shares of the Trust are divided into Classes thereof,  no Share
          of a particular  Class shall have any priority or preference  over any
          other  Share  of  the  same  Class  with   respect  to   dividends  or
          distributions paid in the ordinary course of business or distributions
          upon dissolution of the Trust made pursuant to Article VIII, Section 1
          hereof; and

     (iii) if the Shares of a Series are divided into Classes thereof,  no Share
          of a  particular  Class of such  Series  shall  have any  priority  or
          preference  over any other Share of the same Class of such Series with
          respect to dividends or  distributions  paid in the ordinary course of
          business  or  distributions  upon  dissolution  of  such  Series  made
          pursuant to Article VIII, Section 1 hereof.

All dividends and distributions  shall be made ratably among all Shareholders of
the Trust, a particular Class of the Trust, a particular Series, or a particular
Class of a Series from the Trust  Property held with respect to the Trust,  such
Series or such  Class,  respectively,  according  to the number of Shares of the
Trust,  such  Series or such  Class held of record by such  Shareholders  on the
record date for any dividend or distribution; provided however, that

     (iv) if the  Shares of the Trust  are  divided  into  Series  thereof,  all
          dividends  and   distributions   from  the  Trust   Property  and,  if
          applicable,  held with respect to such Series, shall be distributed to
          each Series thereof according to the net asset value computed for such
          Series and within such particular Series, shall be distributed ratably
          to the  Shareholders of such Series  according to the number of Shares
          of such Series held of record by such  Shareholders on the record date
          for any dividend or distribution; and

     (v)  if the Shares of the Trust or of a Series  are  divided  into  Classes
          thereof,  all dividends and distributions from the Trust Property and,
          if applicable, held with respect to the Trust or such Series, shall be
          distributed  to each Class  thereof  according  to the net asset value
          computed  for such Class and within such  particular  Class,  shall be
          distributed ratably to the Shareholders of such Class according to the
          number of Shares of such Class held of record by such  Shareholders on
          the record date for any dividend or distribution.

Dividends and distributions may be paid in cash, in kind or in Shares.

     (d) Before  payment of any dividend there may be set aside out of any funds
of the Trust, or the applicable Series thereof, available for dividends such sum
or sums as the  Board  of  Trustees  may  from  time to  time,  in its  absolute
discretion,  think  proper  as a  reserve  fund  to meet  contingencies,  or for
equalizing dividends, or for repairing or maintaining any property of the Trust,
or any Series thereof, or for such other lawful purpose as the Board of Trustees
shall deem to be in the best interests of the Trust,  or the applicable  Series,
as the case may be, and the Board of Trustees  may  abolish any such  reserve in
the manner in which the reserve was created.

     Section 2.  Redemptions  at the Option of a Shareholder.  Unless  otherwise
provided  in the  prospectus  of the  Trust  relating  to the  Shares,  as  such
prospectus may be amended from time to time:

     (a) The Trust shall purchase such Shares as are offered by any  Shareholder
for redemption upon the presentation of a proper instrument of transfer together
with a request  directed to the Trust or a Person  designated  by the Trust that
the Trust purchase such Shares and/or in accordance  with such other  procedures
for  redemption  as the Board of Trustees  may from time to time  authorize.  If
certificates  have been issued to a  Shareholder,  any request for redemption by
such Shareholder must be accompanied by surrender of any outstanding certificate
or certificates  for such Shares in form for transfer,  together with such proof
of the  authenticity  of signatures as may reasonably be required on such Shares
and accompanied by proper stock transfer stamps, if applicable.

     (b) The  Trust  shall  pay for such  Shares  the net  asset  value  thereof
(excluding any applicable redemption fee or sales load), in accordance with this
Declaration  of  Trust,  the  By-Laws,  the 1940 Act and other  applicable  law.
Payments  for  Shares so  redeemed  by the Trust  shall be made in cash,  except
payment for such Shares  may,  at the option of the Board of  Trustees,  or such
officer or officers as it may duly authorize in its complete discretion, be made
in kind or  partially in cash and  partially in kind.  In case of any payment in
kind,  the Board of Trustees,  or its authorized  officers,  shall have absolute
discretion  as to what  security or  securities  of the Trust or the  applicable
Series  shall  be  distributed  in kind  and the  amount  of the  same;  and the
securities  shall be valued for purposes of  distribution  at the value at which
they were appraised in computing the then current net asset value of the Shares,
provided  that  any  Shareholder  who  cannot  legally  acquire   securities  so
distributed in kind shall receive cash to the extent  permitted by the 1940 Act.
Shareholders shall bear the expenses of in-kind transactions, including, but not
limited to,  transfer  agency fees,  custodian  fees and costs of disposition of
such securities.

     (c) Payment by the Trust for such redemption of Shares shall be made by the
Trust  to the  Shareholder  within  seven  days  after  the  date on  which  the
redemption  request is received  in proper  form  and/or  such other  procedures
authorized by the Board of Trustees are complied with; provided,  however,  that
if payment shall be made other than  exclusively  in cash,  any securities to be
delivered  as part  of such  payment  shall  be  delivered  as  promptly  as any
necessary transfers of such securities on the books of the several  corporations
whose  securities  are to be delivered  practicably  can be made,  which may not
necessarily  occur within such seven-day  period.  In no case shall the Trust be
liable  for any  delay  of any  corporation  or  other  Person  in  transferring
securities selected for delivery as all or part of any payment in kind.

     (d) The obligations of the Trust set forth in this Section 2 are subject to
the provision that such  obligations  may be suspended or postponed by the Board
of Trustees (1) during any time the New York Stock Exchange (the  "Exchange") is
closed for other than weekends or holidays; (2) if permitted by the rules of the
Commission,  during periods when trading on the Exchange is  restricted;  or (3)
during any  National  Financial  Emergency.  The Board of  Trustees  may, in its
discretion,  declare  that  the  suspension  relating  to a  National  Financial
Emergency  shall  terminate,  as the case may be, on the first  business  day on
which the Exchange shall have reopened or the period  specified above shall have
expired (as to which,  in the absence of an official  ruling by the  Commission,
the determination of the Board of Trustees shall be conclusive).

     (e) The  right  of any  Shareholder  of the  Trust or any  Series  or Class
thereof to receive  dividends or other  distributions on Shares redeemed and all
other rights of such Shareholder with respect to the Shares so redeemed,  except
the right of such Shareholder to receive payment for such Shares, shall cease at
the time the purchase  price of such Shares  shall have been fixed,  as provided
above.

     Section 3.  Redemptions  at the  Option of the Trust.  At the option of the
Board of  Trustees  the Trust may,  from time to time,  without  the vote of the
Shareholders,  but  subject  to the 1940 Act,  redeem  Shares or  authorize  the
closing  of any  Shareholder  account,  subject  to  such  conditions  as may be
established from time to time by the Board of Trustees.

     Section 4. Transfer of Shares.  Shares shall be  transferable in accordance
with the provisions of the By-Laws.

                                  ARTICLE VII.

                             LIMITATION OF LIABILITY
                          AND INDEMNIFICATION OF AGENT

     Section 1. Limitation of Liability.

     (a) For the purpose of this Article, "Agent" means any Person who is or was
a Trustee, officer, employee or other agent of the Trust or is or was serving at
the  request of the Trust as a trustee,  director,  officer,  employee  or other
agent of another foreign or domestic  corporation,  partnership,  joint venture,
trust or  other  enterprise;  "Proceeding"  means  any  threatened,  pending  or
completed  action or proceeding,  whether  civil,  criminal,  administrative  or
investigative; and "Expenses" include without limitation attorneys' fees and any
expenses of establishing a right to indemnification under this Article.

     (b) An Agent  shall be liable to the Trust and to any  Shareholder  for any
act  or  omission  that  constitutes  a  bad  faith  violation  of  the  implied
contractual  covenant  of good  faith and fair  dealing,  for such  Agent's  own
willful  misfeasance,  bad faith,  gross negligence or reckless disregard of the
duties involved in the conduct of such Agent (such conduct referred to herein as
"Disqualifying Conduct"), and for nothing else.

     (c) Subject to subsection  (b) of this Section 1 and to the fullest  extent
that  limitations  on the  liability of Agents are  permitted  by the DSTA,  the
Agents shall not be  responsible  or liable in any event for any act or omission
of any  other  Agent  of  the  Trust  or any  Investment  Adviser  or  Principal
Underwriter of the Trust.

     (d) No Agent,  when acting in its  respective  capacity  as such,  shall be
personally  liable to any Person,  other than the Trust or a Shareholder  to the
extent  provided  in  subsections  (b) and (c) of this  Section  1, for any act,
omission or obligation of the Trust or any Trustee thereof.

     (e)  Each  Trustee,  officer  and  employee  of  the  Trust  shall,  in the
performance  of his  or her  duties,  be  fully  and  completely  justified  and
protected  with regard to any act or any failure to act resulting  from reliance
in good faith upon the books of account or other  records of the Trust,  upon an
opinion of counsel,  or upon reports made to the Trust by any of its officers or
employees or by the Investment  Adviser,  the Principal  Underwriter,  any other
Agent, selected dealers, accountants, appraisers or other experts or consultants
selected  with  reasonable  care by the  Trustees,  officers or employees of the
Trust,  regardless of whether such counsel or expert may also be a Trustee.  The
officers  and  Trustees  may obtain the advice of counsel or other  experts with
respect to the meaning and operation of this  Declaration of Trust, the By-Laws,
applicable  law and their  respective  duties as officers or  Trustees.  No such
officer or Trustee  shall be liable for any act or omission in  accordance  with
such advice,  records and/or reports and no inference concerning liability shall
arise from a failure to follow such advice, records and/or reports. The officers
and Trustees shall not be required to give any bond hereunder, nor any surety if
a bond is required by applicable law.

     (f) The failure to make timely  collection of dividends or interest,  or to
take  timely  action with  respect to  entitlements,  on the Trust's  securities
issued in  emerging  countries,  shall not be deemed to be  negligence  or other
fault on the part of any Agent,  and no Agent shall have any  liability for such
failure  or for  any  loss  or  damage  resulting  from  the  imposition  by any
government of exchange control  restrictions which might affect the liquidity of
the Trust's assets or from any war or political act of any foreign government to
which such assets might be exposed, except, in the case of a Trustee or officer,
for liability resulting from such Trustee's or officer's Disqualifying Conduct.

     (g) The limitation on liability contained in this Article applies to events
occurring at the time a Person  serves as an Agent whether or not such Person is
an Agent at the time of any Proceeding in which liability is asserted.

     (h) No amendment or repeal of this Article shall adversely affect any right
or protection of an Agent that exists at the time of such amendment or repeal.

     Section 2. Indemnification.

     (a)  Indemnification  by Trust.  The Trust  shall  indemnify,  out of Trust
Property,  to the fullest extent  permitted under applicable law, any Person who
was or is a party  or is  threatened  to be made a party  to any  Proceeding  by
reason  of the fact that such  Person is or was an Agent of the  Trust,  against
Expenses,   judgments,   fines,  settlements  and  other  amounts  actually  and
reasonably  incurred in connection  with such Proceeding if such Person acted in
good faith or in the case of a criminal  proceeding,  had no reasonable cause to
believe  the  conduct  of such  Person  was  unlawful.  The  termination  of any
Proceeding by judgment, order, settlement, conviction or plea of nolo contendere
or its equivalent  shall not of itself create a presumption  that the Person did
not act in good faith or that the Person had  reasonable  cause to believe  that
the Person's conduct was unlawful.

     (b)  Exclusion of  Indemnification.  Notwithstanding  any  provision to the
contrary contained herein,  there shall be no right to  indemnification  for any
liability arising by reason of the Agent's Disqualifying  Conduct. In respect of
any claim,  issue or matter as to which that Person shall have been  adjudged to
be  liable  in the  performance  of  that  Person's  duty  to the  Trust  or the
Shareholders, indemnification shall be made only to the extent that the court in
which that action was brought shall  determine,  upon  application or otherwise,
that in view of all the circumstances of the case, that Person was not liable by
reason of that Person's Disqualifying Conduct.

     (c) Required Approval. Any indemnification under this Article shall be made
by the  Trust  if  authorized  in the  specific  case  on a  determination  that
indemnification  of the  Agent is  proper  in the  circumstances  by (i) a final
decision on the merits by a court or other body before whom the  proceeding  was
brought  that the Agent  was not  liable  by  reason  of  Disqualifying  Conduct
(including,  but not  limited  to,  dismissal  of  either a court  action  or an
administrative proceeding against the Agent for insufficiency of evidence of any
Disqualifying  Conduct) or, (ii) in the absence of such a decision, a reasonable
determination,  based upon a review of the facts,  that the Agent was not liable
by reason of Disqualifying Conduct, by (1) the vote of a majority of a quorum of
the  Trustees  who are not (x)  "interested  persons" of the Trust as defined in
Section 2(a)(19) of the 1940 Act, (y) parties to the proceeding,  or (z) parties
who have any economic or other  interest in  connection  with such specific case
(the "disinterested,  non-party Trustees");  or (2) by independent legal counsel
in a written opinion.

     (d) Advancement of Expenses. Expenses incurred by an Agent in defending any
Proceeding  may be advanced  by the Trust  before the final  disposition  of the
Proceeding  on receipt of an  undertaking  by or on behalf of the Agent to repay
the amount of the advance if it shall be determined ultimately that the Agent is
not entitled to be indemnified as authorized in this Article;  provided, that at
least one of the following  conditions  for the  advancement of expenses is met:
(i) the Agent shall provide a security for his undertaking, (ii) the Trust shall
be insured against losses arising by reason of any lawful  advances,  or (iii) a
majority of a quorum of the  disinterested,  non-party Trustees of the Trust, or
an independent legal counsel in a written opinion,  shall determine,  based on a
review of readily  available  facts (as opposed to a full  trial-type  inquiry),
that there is reason to believe that the Agent ultimately will be found entitled
to indemnification.

     (e) Other  Contractual  Rights.  Nothing  contained in this  Article  shall
affect any right to  indemnification  to which  Persons  other than Trustees and
officers of the Trust or any  subsidiary  thereof may be entitled by contract or
otherwise.

     (f)  Fiduciaries of Employee  Benefit Plan.  This Article does not apply to
any Proceeding against any trustee,  investment manager or other fiduciary of an
employee benefit plan in that Person's capacity as such, even though that Person
may also be an Agent of the  Trust as  defined  in  Section  1 of this  Article.
Nothing  contained in this Article shall limit any right to  indemnification  to
which such a trustee,  investment manager, or other fiduciary may be entitled by
contract or  otherwise  which shall be  enforceable  to the extent  permitted by
applicable law other than this Article.

     Section 3.  Insurance.  To the fullest extent  permitted by applicable law,
the Board of Trustees shall have the authority to purchase with Trust  Property,
insurance  for  liability  and for all Expenses  reasonably  incurred or paid or
expected to be paid by an Agent in connection  with any Proceeding in which such
Agent becomes involved by virtue of such Agent's  actions,  or omissions to act,
in its  capacity  or former  capacity  with the Trust,  whether or not the Trust
would have the power to indemnify such Agent against such liability.

     Section 4. Derivative  Actions.  Subject to the  requirements  set forth in
Section 3816 of the DSTA, a Shareholder or  Shareholders  may bring a derivative
action on behalf of the Trust only if the Shareholder or Shareholders first make
a pre-suit  demand upon the Board of Trustees to bring the subject action unless
an effort to cause the Board of  Trustees  to bring such  action is  excused.  A
demand on the Board of Trustees shall only be excused if a majority of the Board
of Trustees,  or a majority of any committee  established to consider the merits
of such  action,  has a material  personal  financial  interest in the action at
issue.  A Trustee  shall not be deemed  to have a  material  personal  financial
interest in an action or otherwise be disqualified  from ruling on a Shareholder
demand by virtue of the fact that such Trustee receives remuneration from his or
her  service  on the Board of  Trustees  of the Trust or on the boards of one or
more investment  companies with the same or an affiliated  investment adviser or
underwriter.

                                 ARTICLE VIII.

                              CERTAIN TRANSACTIONS

     Section 1. Dissolution of Trust or Series.  The Trust and each Series shall
have perpetual  existence,  except that the Trust (or a particular Series) shall
be dissolved:

     (a) With respect to the Trust, (i) upon the vote of the holders of not less
than a majority of the Shares of the Trust cast,  or (ii) at the  discretion  of
the Board of Trustees either (A) at any time there are no Shares  outstanding of
the Trust, or (B) upon prior written notice to the Shareholders of the Trust; or

     (b) With respect to a particular  Series,  (i) upon the vote of the holders
of not less than a majority  of the Shares of such Series  cast,  or (ii) at the
discretion  of the Board of Trustees  either (A) at any time there are no Shares
outstanding of such Series, or (B) upon prior written notice to the Shareholders
of such Series; or

     (c) With respect to the Trust (or a particular Series), upon the occurrence
of a dissolution  or termination  event pursuant to any other  provision of this
Declaration of Trust (including Article VIII, Section 2) or the DSTA; or

     (d) With respect to any Series,  upon any event that causes the dissolution
of the Trust.

     Upon dissolution of the Trust (or a particular Series, as the case may be),
the Board of Trustees shall (in accordance with Section 3808 of the DSTA) pay or
make reasonable  provision to pay all claims and obligations of the Trust and/or
each  Series  (or the  particular  Series,  as the case may be),  including  all
contingent,  conditional or unmatured claims and obligations known to the Trust,
and all claims and obligations  which are known to the Trust,  but for which the
identity of the claimant is unknown.  If there are  sufficient  assets held with
respect to the Trust and/or each Series of the Trust (or the particular  Series,
as the case may be), such claims and  obligations  shall be paid in full and any
such  provisions  for payment shall be made in full.  If there are  insufficient
assets  held with  respect to the Trust  and/or each Series of the Trust (or the
particular  Series,  as the case may be), such claims and  obligations  shall be
paid or  provided  for  according  to  their  priority  and,  among  claims  and
obligations  of equal  priority,  ratably  to the  extent  of  assets  available
therefor. Any remaining assets (including,  without limitation, cash, securities
or any combination thereof) held with respect to the Trust and/or each Series of
the Trust (or the particular Series, as the case may be) shall be distributed to
the Shareholders of the Trust and/or each Series of the Trust (or the particular
Series,  as the case may be)  ratably  according  to the number of Shares of the
Trust and/or such Series thereof (or the particular  Series, as the case may be)
held of  record by the  several  Shareholders  on the date for such  dissolution
distribution; provided, however, that if the Shares of the Trust or a Series are
divided  into  Classes  thereof,   any  remaining  assets  (including,   without
limitation,  cash,  securities or any combination  thereof) held with respect to
the Trust or such Series,  as applicable,  shall be distributed to each Class of
the Trust or such  Series  according  to the net asset value  computed  for such
Class and within such  particular  Class,  shall be  distributed  ratably to the
Shareholders  of such Class according to the number of Shares of such Class held
of  record  by  the  several  Shareholders  on the  date  for  such  dissolution
distribution.  Upon the winding up of the Trust in accordance  with Section 3808
of the DSTA and its termination, any one (1) Trustee shall execute, and cause to
be filed,  a certificate  of  cancellation,  with the office of the Secretary of
State of the State of Delaware in accordance with the provisions of Section 3810
of the DSTA.

     Section 2. Merger or Consolidation; Conversion; Reorganization.

     (a)  Merger  or  Consolidation.  Pursuant  to an  agreement  of  merger  or
consolidation, the Board of Trustees, by vote of a majority of the Trustees, may
cause  the  Trust  to merge or  consolidate  with or into one or more  statutory
trusts or "other  business  entities"  (as defined in Section  3801 of the DSTA)
formed or organized  or existing  under the laws of the State of Delaware or any
other  state of the  United  States  or any  foreign  country  or other  foreign
jurisdiction. Any such merger or consolidation shall not require the vote of the
Shareholders  unless such vote is required  by the 1940 Act;  provided  however,
that the Board of  Trustees  shall  provide at least  thirty  (30)  days'  prior
written notice to the Shareholders of such merger or consolidation. By reference
to  Section  3815(f)  of the DSTA,  any  agreement  of  merger or  consolidation
approved in accordance with this Section 2(a) may,  without a Shareholder  vote,
unless required by the 1940 Act, the requirements of any securities  exchange on
which Shares are listed for trading or any other  provision of this  Declaration
of Trust or the By-Laws,  effect any amendment to this  Declaration  of Trust or
the By-Laws or effect the adoption of a new governing instrument if the Trust is
the surviving or resulting statutory trust in the merger or consolidation, which
amendment or new governing  instrument  shall be effective at the effective time
or date of the merger or  consolidation.  In all  respects  not  governed by the
DSTA, the 1940 Act, other  applicable law or the  requirements of any securities
exchange on which  Shares are listed for  trading,  the Board of Trustees  shall
have the power to prescribe  additional  procedures  necessary or appropriate to
accomplish a merger or consolidation,  including the power to create one or more
separate  statutory trusts to which all or any part of the assets,  liabilities,
profits  or  losses  of the  Trust may be  transferred  and to  provide  for the
conversion of Shares into beneficial  interests in such separate statutory trust
or trusts.  Upon completion of the merger or consolidation,  if the Trust is the
surviving or resulting  statutory trust, any one (1) Trustee shall execute,  and
cause to be filed, a certificate of merger or  consolidation  in accordance with
Section 3815 of the DSTA.

     (b)  Conversion.  The  Board  of  Trustees,  by vote of a  majority  of the
Trustees,  may cause (i) the Trust to convert to an "other business  entity" (as
defined in Section 3801 of the DSTA)  formed or organized  under the laws of the
State of Delaware as permitted  pursuant to Section  3821 of the DSTA;  (ii) the
Shares of the Trust or any Series to be converted into  beneficial  interests in
another  statutory trust (or series thereof)  created pursuant to this Section 2
of this Article VIII,  or (iii) the Shares to be exchanged  under or pursuant to
any state or federal statute to the extent  permitted by law. Any such statutory
conversion, Share conversion or Share exchange shall not require the vote of the
Shareholders  unless such vote is required  by the 1940 Act;  provided  however,
that the Board of  Trustees  shall  provide at least  thirty  (30)  days'  prior
written notice to the  Shareholders  of the Trust of any conversion of Shares of
the Trust  pursuant  to  Subsections  (b)(i)  or  (b)(ii)  of this  Section 2 or
exchange of Shares of the Trust pursuant to Subsection  (b)(iii) of this Section
2, and at least thirty (30) days' prior written notice to the  Shareholders of a
particular  Series  of any  conversion  of  Shares of such  Series  pursuant  to
Subsection  (b)(ii)  of this  Section 2 or  exchange  of  Shares of such  Series
pursuant to Subsection  (b)(iii) of this Section 2. In all respects not governed
by the DSTA,  the 1940 Act,  other  applicable  law or the  requirements  of any
securities  exchange  on which  Shares  are  listed  for  trading,  the Board of
Trustees shall have the power to prescribe  additional  procedures  necessary or
appropriate  to  accomplish a statutory  conversion,  Share  conversion or Share
exchange, including the power to create one or more separate statutory trusts to
which all or any part of the assets, liabilities, profits or losses of the Trust
may be  transferred  and to provide for the conversion of Shares of the Trust or
any Series thereof into beneficial interests in such separate statutory trust or
trusts (or series thereof).

     (c)  Reorganization.  The Board of  Trustees,  by vote of a majority of the
Trustees,  may cause the Trust to sell, convey and transfer all or substantially
all of the assets of the Trust ("sale of Trust assets") or all or  substantially
all of the assets  associated with any one or more Series ("sale of such Series'
assets"), to another trust, statutory trust,  partnership,  limited partnership,
limited liability company,  corporation or other association organized under the
laws of any state, or to one or more separate series thereof, or to the Trust to
be held as assets  associated  with one or more other  Series of the  Trust,  in
exchange for cash, shares or other securities (including, without limitation, in
the case of a  transfer  to another  Series of the  Trust,  Shares of such other
Series) with such sale,  conveyance  and transfer  either (a) being made subject
to, or with the assumption by the transferee of, the liabilities associated with
the Trust or the liabilities  associated with the Series the assets of which are
so transferred, as applicable, or (b) not being made subject to, or not with the
assumption of, such  liabilities.  Any such sale,  conveyance and transfer shall
not  require  the vote of the  Shareholders  unless such vote is required by the
1940 Act;  provided  however,  that the Board of Trustees shall provide at least
thirty (30) days' prior written notice to the  Shareholders  of the Trust of any
such sale of Trust assets, and at least thirty (30) days prior written notice to
the  Shareholders  of a particular  Series of any sale of such  Series'  assets.
Following such sale of Trust assets, the Board of Trustees shall distribute such
cash,  shares or other  securities  ratably among the  Shareholders of the Trust
(giving due effect to the assets and  liabilities  associated with and any other
differences  among the various Series the assets associated with which have been
so sold,  conveyed and transferred,  and due effect to the differences among the
various  Classes  within each such  Series).  Following  a sale of such  Series'
assets,  the Board of  Trustees  shall  distribute  such  cash,  shares or other
securities  ratably among the  Shareholders of such Series (giving due effect to
the differences  among the various  Classes within each such Series).  If all of
the assets of the Trust have been so sold,  conveyed and transferred,  the Trust
shall be  dissolved;  and if all of the  assets  of a Series  have been so sold,
conveyed  and  transferred,  such  Series  and  the  Classes  thereof  shall  be
dissolved.  In all  respects  not  governed  by the DSTA,  the 1940 Act or other
applicable  law,  the  Board  of  Trustees  shall  have the  power to  prescribe
additional   procedures  necessary  or  appropriate  to  accomplish  such  sale,
conveyance  and  transfer,  including  the power to create one or more  separate
statutory trusts to which all or any part of the assets, liabilities, profits or
losses of the Trust may be  transferred  and to provide  for the  conversion  of
Shares into beneficial interests in such separate statutory trust or trusts.

     Section 3. Master Feeder Structure. If permitted by the 1940 Act, the Board
of Trustees,  by vote of a majority of the  Trustees,  and without a Shareholder
vote,  may  cause the Trust or any one or more  Series  to  convert  to a master
feeder  structure  (a structure in which a feeder fund invests all of its assets
in a master fund,  rather than making  investments  in securities  directly) and
thereby cause existing  Series of the Trust to either become feeders in a master
fund, or to become master funds in which other funds are feeders.

     Section 4. Absence of Appraisal or Dissenters' Rights. No Shareholder shall
be  entitled,  as a matter of right,  to relief as a dissenting  Shareholder  in
respect of any proposal or action involving the Trust or any Series or any Class
thereof.

                                  ARTICLE IX.

                                   AMENDMENTS

     Section 1. Amendments Generally.  This Declaration of Trust may be restated
and/or amended at any time by an instrument in writing signed by not less than a
majority  of  the  Board  of  Trustees  and,  to the  extent  required  by  this
Declaration  of  Trust,  the  1940  Act or the  requirements  of any  securities
exchange on which Shares are listed for trading,  by approval of such  amendment
by the Shareholders in accordance with Article III, Section 6 hereof and Article
V hereof.  Any such  restatement  and/or  amendment  hereto  shall be  effective
immediately upon execution and approval or upon such future date and time as may
be stated therein.  The Certificate of Trust shall be restated and/or amended at
any time by the Board of Trustees,  without Shareholder approval, to correct any
inaccuracy  contained  therein.  Any such  restatement  and/or  amendment of the
Certificate  of Trust shall be executed by at least one (1) Trustee and shall be
effective  immediately upon its filing with the office of the Secretary of State
of the State of Delaware or upon such future date as may be stated therein.

                                   ARTICLE X.

                                  MISCELLANEOUS

     Section 1. References: Headings: Counterparts. In this Declaration of Trust
and in any  restatement  hereof  and/or  amendment  hereto,  references  to this
instrument,  and all  expressions  of similar  effect to "herein,"  "hereof" and
"hereunder,"  shall be deemed to refer to this  instrument as so restated and/or
amended.  Headings are placed herein for convenience of reference only and shall
not be taken as a part hereof or control or affect the meaning,  construction or
effect of this instrument. Whenever the singular number is used herein, the same
shall include the plural;  and the neuter,  masculine and feminine genders shall
include each other, as applicable. Any references herein to specific sections of
the DSTA,  the Code or the 1940 Act shall refer to such sections as amended from
time to time or any successor sections thereof.  This instrument may be executed
in any number of counterparts, each of which shall be deemed an original.

     Section 2. Applicable  Law. This  Declaration of Trust is created under and
is to be governed by and construed and administered according to the laws of the
State of Delaware and the  applicable  provisions  of the 1940 Act and the Code.
The Trust shall be a Delaware  statutory trust pursuant to the DSTA, and without
limiting  the  provisions  hereof,  the Trust may  exercise all powers which are
ordinarily exercised by such a statutory trust.

     Section 3. Provisions in Conflict with Law or Regulations.

     (a) The provisions of this  Declaration of Trust are severable,  and if the
Board of Trustees shall determine,  with the advice of counsel, that any of such
provisions is in conflict  with the 1940 Act, the Code,  the DSTA, or with other
applicable laws and regulations,  the conflicting  provision shall be deemed not
to have  constituted a part of this Declaration of Trust from the time when such
provisions became inconsistent with such laws or regulations; provided, however,
that such determination shall not affect any of the remaining provisions of this
Declaration  of Trust or render  invalid or improper any action taken or omitted
prior to such determination.

     (b) If any provision of this  Declaration of Trust shall be held invalid or
unenforceable in any  jurisdiction,  such invalidity or  unenforceability  shall
attach only to such provision in such  jurisdiction  and shall not in any manner
affect such provision in any other  jurisdiction  or any other provision of this
Declaration of Trust in any jurisdiction.

     Section 4.  Statutory  Trust Only.  It is the  intention of the Trustees to
create hereby a statutory  trust pursuant to the DSTA, and thereby to create the
relationship  of trustee and  beneficial  owners  within the meaning of the DSTA
between,  respectively,  the  Trustees  and  each  Shareholder.  It is  not  the
intention  of the Trustees to create a general or limited  partnership,  limited
liability company, joint stock association,  corporation,  bailment, or any form
of legal relationship other than a statutory trust pursuant to the DSTA. Nothing
in this Declaration of Trust shall be construed to make the Shareholders, either
by  themselves  or with the  Trustees,  partners  or  members  of a joint  stock
association.

     Section 5. Use of the Name "Academy Funds" The Board of Trustees  expressly
agrees and  acknowledges  that the name "Academy  Funds" is the sole property of
Academy  Asset  Management,  LLC  ("AAM").  AAM  has  granted  to  the  Trust  a
non-exclusive  license to use such name as part of the name of the Trust now and
in the future.  The Board of Trustees further  expressly agrees and acknowledges
that the  non-exclusive  license  granted herein may be terminated by AAM if the
Trust ceases to use AAM or one of its Affiliates as Investment Adviser or to use
other  Affiliates  or successors of AAM for such  purposes.  In such event,  the
nonexclusive  license  may be revoked by AAM and the Trust shall cease using the
name "Academy Funds" or any name misleadingly implying a continuing relationship
between the Trust and AAM or any of its  Affiliates,  as part of its name unless
otherwise consented to by AAM or any successor to its interests in such names.

     The Board of Trustees  further  understands  and agrees that so long as AAM
and/or any  future  advisory  Affiliate  of AAM shall  continue  to serve as the
Trust's  Investment  Adviser,  other registered  open- or closed-end  investment
companies  ("funds")  as may be  sponsored  or advised by AAM or its  Affiliates
shall have the right permanently to adopt and to use the name "Academy Funds" in
their names and in the names of any series or Class of shares of such funds.





     IN WITNESS WHEREOF, the Trustee named below does hereby make and enter into
this Agreement and Declaration of Trust as of the date first written above.



                                           /s/ Stephen J. Harmelin
                                           Stephen J. Harmelin, Trustee



                                                           Exhibit No. EX-99.a.2

                              CERTIFICATE OF TRUST

                                       OF

                               ACADEMY FUNDS TRUST

     This  Certificate of Trust of Academy Funds Trust,  a statutory  trust (the
"Trust"), executed by the undersigned trustee, and filed under and in accordance
with the provisions of the Delaware  Statutory  Trust Act (12 Del.  C.ss.3801 et
seq.) (the "Act"), sets forth the following:

     FIRST:  The name of the  statutory  trust  formed  hereby is Academy  Funds
     Trust.

     SECOND:  The registered office of the Trust in the State of Delaware is 300
     Delaware Avenue, Suite 800, Wilmington,  New Castle County, Delaware 19801.
     The name of the Trust's registered agent is SR Services, LLC.

     THIRD:  The Trust  formed  hereby is or will become  within 180 days of its
     first issuance of beneficial  interests,  an investment  company registered
     under the Investment Company Act of 1940, as amended (15  U.S.C.ss.ss.80a-1
     et seq.).

     FOURTH:  Pursuant  to  Section  3804 of the Act,  the  debts,  liabilities,
     obligations, costs, charges, reserves and expenses incurred, contracted for
     or otherwise  existing  with respect to a particular  series,  whether such
     series is now authorized and existing pursuant to the governing  instrument
     of the Trust or is  hereafter  authorized  and  existing  pursuant  to said
     governing  instrument,  shall be enforceable  against the assets associated
     with such series only, and not against the assets of the Trust generally or
     any  other  series  thereof,  and,  except  as  otherwise  provided  in the
     governing  instrument  of  the  Trust,  none  of  the  debts,  liabilities,
     obligations, costs, charges, reserves and expenses incurred, contracted for
     or  otherwise  existing  with  respect to the Trust  generally or any other
     series thereof shall be enforceable against the assets of such series.

     IN WITNESS WHEREOF,  the undersigned,  being the sole trustee of the Trust,
has duly executed this Certificate of Trust as of the 17th day of October, 2007.





                                                   /s/ Stephen J. Harmelin
                                                   Stephen J. Harmelin
                                                   Trustee



                                                           Exhibit No. EX-99.b.1
                                     BY-LAWS

                                       of

                               Academy Funds Trust
                           A Delaware Statutory Trust

                       (Effective as of October 17, 2007)

     These By-Laws may contain any provision not  inconsistent  with  applicable
law or the Declaration of Trust, relating to the governance of the Trust. Unless
otherwise  specified in these By-Laws,  capitalized  terms used in these By-Laws
shall have the  meanings  assigned to them in the  Declaration  of Trust.  Every
Shareholder  by virtue of having  become a  Shareholder  shall be bound by these
By-Laws.

                                    ARTICLE I
                                   DEFINITIONS

     Section  1.  Whenever  used  herein  the  following  terms  shall  have the
following meanings:

     (a) "1940 Act" shall mean the Investment  Company Act of 1940 and the rules
and regulations thereunder, all as adopted or amended from time to time;

     (b) "Board of Trustees"  or "Board"  shall mean the  governing  body of the
Trust,  that is comprised of the number of Trustees of the Trust fixed from time
to time pursuant to Article IV of the  Declaration  of Trust,  having the powers
and duties set forth therein;

     (c) "By-Laws" shall mean these by-laws of the Trust, as amended or restated
from time to time in accordance with Article VIII hereof;

     (d)  "Certificate of Trust" shall mean the certificate of trust to be filed
with the office of the  Secretary  of State of the State of Delaware as required
under the DSTA to form the Trust,  as amended or restated  from time to time and
filed with such office;

     (e) "Class"  shall mean each class of Shares of the Trust or of a Series of
the Trust established and designated under and in accordance with the provisions
of Article III of the Declaration of Trust;

     (f) "Code" shall mean the  Internal  Revenue Code of 1986 and the rules and
regulations thereunder, all as adopted or amended from time to time;

     (g) "Commission" shall have the meaning given that term in the 1940 Act;

     (h) "DSTA" shall mean the Delaware Statutory Trust Act (12 Del.  C.ss.3801,
et seq.), as amended from time to time;

     (i)  "Declaration  of Trust" shall mean the  Agreement and  Declaration  of
Trust of the Trust, as amended or restated from time to time;

     (j)  "Investment  Adviser"  or  "Adviser"  shall mean a Person,  as defined
below,  furnishing  services to the Trust pursuant to any investment advisory or
investment  management  contract  described  in Article IV,  Section 7(a) of the
Declaration of Trust;

     (k) "Person" shall mean a natural person, partnership, limited partnership,
limited   liability   company,   trust,   estate,   association,    corporation,
organization, custodian, nominee or any other individual or entity in its own or
any representative  capacity,  in each case, whether domestic or foreign,  and a
statutory trust or a foreign statutory trust;

     (l)  "Series"  shall  refer  to  each  Series  of  Shares  established  and
designated  under and in  accordance  with the  provisions of Article III of the
Declaration of Trust;

     (m) "Shares" shall mean the transferable shares of beneficial interest into
which the  beneficial  interest in the Trust shall be divided from time to time,
and shall include fractional and whole shares;

     (n) "Shareholder" shall mean a record owner of Shares;

     (o) "Trust" shall refer to the Delaware  statutory trust formed pursuant to
the  Declaration  of Trust and the filing of the  Certificate  of Trust with the
office of the Secretary of State of the State of Delaware; and

     (p)  "Trustee"  or  "Trustees"   shall  refer  to  each  signatory  to  the
Declaration  of Trust as a trustee and all other  Persons who may,  from time to
time,  be duly  elected  or  appointed,  qualified  and  serving on the Board of
Trustees in accordance with the provisions  hereof and the Declaration of Trust,
so long as such signatory or other Person continues in office in accordance with
the terms hereof and of the Declaration of Trust.  Reference herein to a Trustee
or the  Trustees  shall  refer to such  Person or  Persons in such  Person's  or
Persons'  capacity as a trustee or trustees  hereunder and under the Declaration
of Trust.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     Section 1. PLACE OF MEETINGS. Meetings of Shareholders shall be held at any
place within or outside the State of Delaware  designated  by the Board.  In the
absence of any such  designation by the Board,  Shareholders'  meetings shall be
held at the offices of the Trust.

     Section 2. MEETINGS.

     (a) Call of Meetings. Any meeting of Shareholders may be called at any time
by the Board,  by the  chairperson of the Board or by the president of the Trust
for the  purpose  of taking  action  upon any  matter  deemed by the Board to be
necessary or  desirable.  To the extent  permitted by the 1940 Act, a meeting of
the Shareholders for the purpose of electing  Trustees may also be called by the
chairperson  of  the  Board,  or  shall  be  called  by  the  president  or  any
vice-president of the Trust at the request of the Shareholders  holding not less
than ten (10) percent of the Shares,  provided that the Shareholders  requesting
such  meeting  shall  have  paid the  Trust  the  reasonably  estimated  cost of
preparing and mailing the notice  thereof,  which an  authorized  officer of the
Trust shall  determine  and specify to such  Shareholders.  No meeting  shall be
called  upon the  request  of  Shareholders  to  consider  any  matter  which is
substantially the same as a matter voted upon at any meeting of the Shareholders
held during the preceding twelve (12) months, unless requested by the holders of
a majority of all Shares entitled to be voted at such meeting.

     Section  3.  NOTICE OF  SHAREHOLDERS'  MEETING.  Notice of any  meeting  of
Shareholders shall be given to each Shareholder entitled to vote at such meeting
in accordance  with Section 4 of this Article II not less than ten (10) nor more
than one  hundred  and twenty  (120) days  before the date of the  meeting.  The
notice shall specify (i) the place,  date and hour of the meeting,  and (ii) the
general  nature of the business to be transacted  and to the extent  required by
the 1940 Act, the purpose or purposes thereof.

     Section 4. MANNER OF GIVING NOTICE.  Notice of any meeting of  Shareholders
shall be given either personally or by United States mail,  courier,  cablegram,
telegram, facsimile or electronic mail, or other form of communication permitted
by then current law,  charges  prepaid,  addressed to the  Shareholder or to the
group of  Shareholders  at the same  address  as may be  permitted  pursuant  to
applicable  laws, or as Shareholders  may otherwise  consent,  at the address of
that  Shareholder  appearing  on the books of the Trust or its transfer or other
duly authorized agent or provided in writing by the Shareholder to the Trust for
the  purpose  of  notice.  Notice  shall be  deemed to be given  when  delivered
personally,  deposited in the United  States mail or with a courier,  or sent by
cablegram,   telegram,  facsimile  or  electronic  mail.  If  no  address  of  a
Shareholder  appears on the Trust's  books or has been  provided in writing by a
Shareholder,  notice shall be deemed to have been duly given  without a mailing,
or  substantial  equivalent  thereof,  if such notice  shall be available to the
Shareholder on written demand of the Shareholder at the offices of the Trust.

     If any notice addressed to a Shareholder at the address of that Shareholder
appearing on the books of the Trust or that has been provided in writing by that
Shareholder  to the Trust for the  purpose of notice,  is  returned to the Trust
marked to indicate  that the notice to the  Shareholder  cannot be  delivered at
that  address,  all future  notices or reports shall be deemed to have been duly
given without  further  mailing,  or  substantial  equivalent  thereof,  if such
notices  shall  be  available  to  the  Shareholder  on  written  demand  of the
Shareholder at the offices of the Trust.

     Section 5. ADJOURNED MEETING; NOTICE. Any Shareholders' meeting, whether or
not a quorum is  present,  may be  adjourned  from  time to time for any  reason
whatsoever  by vote of the holders of Shares  entitled to vote  holding not less
than a majority of the Shares  present in person or by proxy at the meeting,  or
by the  chairperson of the Board,  the president of the Trust, in the absence of
the chairperson of the Board, or any vice president or other authorized  officer
of the Trust, in the absence of the president.  Any adjournment may be made with
respect to any business which might have been transacted at such meeting and any
adjournment will not delay or otherwise affect the effectiveness and validity of
any business transacted at the Shareholders' meeting prior to adjournment.

     When any  Shareholders'  meeting is  adjourned  to  another  time or place,
written notice need not be given of the adjourned  meeting if the time and place
thereof are announced at the meeting at which the  adjournment is taken,  unless
after the adjournment,  a new record date is fixed for the adjourned meeting, or
unless  the  adjournment  is for more than sixty (60) days after the date of the
original  meeting,  in which case,  the Board of Trustees shall set a new record
date as  provided  in  Article V of the  Declaration  of Trust and give  written
notice to each  Shareholder of record entitled to vote at the adjourned  meeting
in accordance with the provisions of Sections 3 and 4 of this Article II. At any
adjourned  meeting,  any  business  may  be  transacted  that  might  have  been
transacted at the original meeting.

     Section 6. VOTING.

     (a) The  Shareholders  entitled to vote at any meeting of Shareholders  and
the  Shareholder  vote required to take action shall be determined in accordance
with the  provisions  of the  Declaration  of Trust.  Unless  determined  by the
inspector of the meeting to be  advisable,  the vote on any question need not be
by written ballot.

     (b) Unless  otherwise  determined  by the Board at the time it  approves an
action to be submitted to the Shareholders for approval, Shareholder approval of
an action  shall  remain in effect  until  such time as the  approved  action is
implemented  or the  Shareholders  vote  to the  contrary.  Notwithstanding  the
foregoing, an agreement of merger,  consolidation,  conversion or reorganization
may be terminated or amended  notwithstanding prior approval if so authorized by
such agreement of merger,  consolidation,  conversion or reorganization pursuant
to Section 3815 of the DSTA and/or pursuant to the  Declaration of Trust,  these
By-Laws and Section 3806 of the DSTA.

     Section 7. WAIVER OF NOTICE BY CONSENT OF ABSENT  SHAREHOLDERS.  Attendance
by a Shareholder,  in person or by proxy, at a meeting shall constitute a waiver
of notice of that  meeting  with  respect to that  Shareholder,  except when the
Shareholder  attends the meeting for the express  purpose of  objecting,  at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.  Whenever notice of a Shareholders'  meeting
is required to be given to a Shareholder under the Declaration of Trust or these
By-Laws,  a written waiver thereof,  executed before or after the time notice is
required  to be given,  by such  Shareholder  or his or her  attorney  thereunto
authorized, shall be deemed equivalent to such notice. The waiver of notice need
not specify the purpose of, or the business to be transacted at, the meeting.

     Section 8. PROXIES.  Every Shareholder  entitled to vote for Trustees or on
any other matter that may properly  come before the meeting shall have the right
to do so either in person or by one or more agents authorized by a written proxy
executed by the Shareholder and filed with the secretary of the Trust; provided,
that an  alternative  to the  execution  of a written  proxy may be permitted as
described  in the next  paragraph  of this  Section  8. A proxy  shall be deemed
executed  if the  Shareholder's  name is placed on the proxy  (whether by manual
signature,  typewriting,  telegraphic or electronic  transmission (as defined in
Section 3806 of the DSTA) or otherwise) by the Shareholder or the  Shareholder's
attorney-in-fact. A valid proxy that does not state that it is irrevocable shall
continue in full force and effect unless  revoked by the  Shareholder  executing
it, or using one of the permitted  alternatives  to execution,  described in the
next  paragraph,  by a written  notice  delivered to the  secretary of the Trust
prior to the exercise of the proxy or by the  Shareholder's  attendance and vote
in person at the meeting; provided,  however, that no proxy shall be valid after
the expiration of eleven (11) months from the date of the proxy unless otherwise
expressly  provided in the proxy. The revocability of a proxy that states on its
face that it is  irrevocable  shall be governed by the provisions of the General
Corporation Law of the State of Delaware.

     With respect to any Shareholders' meeting, the Board, or, in case the Board
does not act, the president,  any vice  president or the  secretary,  may permit
proxies by  electronic  transmission  (as defined in Section  3806 of the DSTA),
telephonic, computerized,  telecommunications or other reasonable alternative to
the  execution of a written  instrument  authorizing  the holder of the proxy to
act. A proxy  with  respect  to Shares  held in the name of two or more  Persons
shall be valid if executed,  or a permitted alternative to execution is used, by
any one of them unless,  at or prior to the exercise of the proxy, the secretary
of the Trust receives a specific  written notice to the contrary from any one of
them. A proxy purporting to be by or on behalf of a Shareholder  shall be deemed
valid  unless  challenged  at or prior to its exercise and the burden of proving
invalidity shall rest with the challenger.

     Section 9. INSPECTORS. Before any meeting of Shareholders,  the chairperson
of the Board, or in the absence of the  chairperson of the Board,  the president
of the Trust,  or in the absence of the  president,  any vice president or other
authorized  officer of the Trust, may appoint any person other than nominees for
office to act as  inspector  at the  meeting or any  adjournment.  If any person
appointed  as  inspector  fails  to  appear  or  fails or  refuses  to act,  the
chairperson of the Board, or in the absence of the chairperson of the Board, the
president of the Trust,  or in the absence of the president,  any vice president
or other  authorized  officer of the Trust,  shall  appoint a person to fill the
vacancy.  Such  appointments  may be made  by  such  officers  in  person  or by
telephone.

     The inspector shall:

     (a) determine the number of Shares and the voting power of each, the Shares
represented  at the meeting,  the  existence  of a quorum and the  authenticity,
validity and effect of proxies;

     (b) receive votes or ballots;

     (c) hear and determine all  challenges  and questions in any way arising in
connection with the right to vote;

     (d) count and tabulate all votes;

     (e) determine when the polls shall close;

     (f) determine the result of voting; and

     (g) do any other acts that may be proper to conduct  the  election  or vote
with fairness to all Shareholders.

                                  ARTICLE III
                                    TRUSTEES

     Section 1. VACANCIES.

     (a)  Whenever  a vacancy  in the  Board  shall  occur (by  reason of death,
resignation,  removal,  retirement,  an  increase  in the  authorized  number of
Trustees or other cause), until such vacancy is filled as provided herein or the
number of authorized  Trustees  constituting  the Board of Trustees is decreased
pursuant to Article IV, Section 1 of the  Declaration  of Trust,  the Trustee(s)
then in office,  regardless of the number and even if less than a quorum,  shall
have all the  powers  granted  to the Board and shall  discharge  all the duties
imposed upon the Board by the  Declaration  of Trust and these By-Laws as though
such number constitutes the entire Board.

     (b)  Vacancies  in the Board of  Trustees  may be filled by not less than a
majority  vote of the  Trustee(s)  then in office,  regardless of the number and
even if less than a quorum and a meeting of Shareholders shall be called for the
purpose of electing  Trustees if required by the 1940 Act.  Notwithstanding  the
above,  whenever and for so long as the Trust is a  participant  in or otherwise
has in effect a plan  under  which the Trust may be deemed to bear  expenses  of
distributing  its Shares as that  practice is  described in Rule 12b-1 under the
1940 Act, then the  selection and  nomination of each of the Trustees who is not
an "interested  person" (as that term is defined in the 1940 Act ) of the Trust,
any  Adviser  or the  principal  underwriter  of the Trust  (such  Trustees  are
referred to herein as "disinterested Trustees"),  shall be, and is, committed to
the discretion of the disinterested  Trustees  remaining in office. In the event
that all Trustee offices become vacant, an authorized  officer of the Investment
Adviser shall serve as the sole remaining  Trustee effective upon the vacancy in
the office of the last  Trustee.  In such  case,  an  authorized  officer of the
Investment  Adviser,   as  the  sole  remaining  Trustee,   shall,  as  soon  as
practicable, fill all of the vacancies on the Board; provided, however, that the
percentage of Trustees who are disinterested Trustees shall be no less than that
permitted  by the  1940  Act.  Upon  the  qualification  of such  Trustees,  the
authorized  officer of the  Investment  Adviser  shall  resign as Trustee  and a
meeting of the  Shareholders  shall be called,  as required by the 1940 Act, for
the  election  of  Trustees.  An  appointment  of a  Trustee  may be made by the
Trustees  then in office  in  anticipation  of a  vacancy  to occur by reason of
retirement,  resignation,  or removal of a Trustee,  or an increase in number of
Trustees effective at a later date,  provided that said appointment shall become
effective only at the time or after the expected vacancy occurs.

     Section 2. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings of the
Board may be held at any place  within or outside the State of Delaware  that is
designated  from time to time by the Board,  the chairperson of the Board, or in
the absence of the  chairperson of the Board,  the president of the Trust, or in
the absence of the president,  any vice president or other authorized officer of
the Trust. In the absence of such a designation,  regular meetings shall be held
at the offices of the Trust. Any meeting,  regular or special, may be held, with
respect  to one or more  participating  Trustees,  by  conference  telephone  or
similar communication  equipment,  so long as all Trustees  participating in the
meeting  can hear one  another,  and all such  Trustees  shall be  deemed  to be
present in person at such meeting.

     Section 3. REGULAR MEETINGS. Regular meetings of the Board shall be held at
such  time and  place  as shall  from  time to time be fixed by the  Board,  the
chairperson of the Board, or in the absence of the chairperson of the Board, the
president of the Trust,  or in the absence of the president,  any vice president
or other authorized  officer of the Trust.  Regular meetings may be held without
notice.

     Section 4. SPECIAL MEETINGS.  Special meetings of the Board for any purpose
or purposes may be called at any time by any  Trustee,  the  chairperson  of the
Board, or in the absence of the  chairperson of the Board,  the president of the
Trust,  or in  the  absence  of the  president,  any  vice  president  or  other
authorized officer of the Trust.

     Notice of the purpose,  time and place of special  meetings (or of the time
and place for each  regular  meeting for which  notice is given)  shall be given
personally,  sent by first-class mail, courier,  cablegram or telegram,  charges
prepaid,  or by facsimile or electronic mail,  addressed to each Trustee at that
Trustee's  address as has been  provided  to the Trust for  purposes  of notice;
provided, that, in case of a national,  regional or local emergency or disaster,
which prevents such notice,  such notice may be given by any means  available or
need not be given if no means are  available.  In case the notice is mailed,  it
shall be deemed to be duly given if deposited in the United States mail at least
seven (7) days before the time the meeting is to be held.  In case the notice is
given  personally  or is given by courier,  cablegram,  telegram,  facsimile  or
electronic  mail,  it shall be deemed  to be duly  given if  delivered  at least
twenty-four (24) hours before the time of the holding of the meeting. The notice
need not  specify  the place of the  meeting if the meeting is to be held at the
offices of the Trust.

     Section 5. WAIVER OF NOTICE.  Whenever  notice is required to be given to a
Trustee  under this Article,  a written  waiver of notice signed by the Trustee,
whether before or after the time notice is required to be given, shall be deemed
equivalent  to notice.  The waiver of notice need not specify the purpose of, or
the business to be transacted  at, the meeting.  All such waivers shall be filed
with the  records  of the Trust or made a part of the  minutes  of the  meeting.
Attendance of a Trustee at a meeting shall constitute a waiver of notice of such
meeting,  except when the Trustee attends the meeting for the express purpose of
objecting  at the  beginning of the meeting to the  transaction  of any business
because the meeting is not lawfully called or convened.

     Section 6. ADJOURNMENT.  A majority of the Trustees present at a meeting of
the Board,  whether or not a quorum is  present,  may  adjourn  such  meeting to
another time and place.  Any adjournment  will not delay or otherwise affect the
effectiveness  and validity of any business  transacted  at the meeting prior to
adjournment. At any adjourned meeting at which a quorum is present, any business
may be transacted  which might have been transacted at the meeting as originally
called.

     Section  7.  NOTICE  OF  ADJOURNMENT.  Notice  of the time and  place of an
adjourned  meeting need not be given if the time and place thereof are announced
at the meeting at which the adjournment is taken. If the adjournment is for more
than  thirty  (30) days after the date of the  original  meeting,  notice of the
adjourned meeting shall be given to each Trustee.

     Section 8.  COMPENSATION  OF TRUSTEES.  Trustees may receive from the Trust
reasonable  compensation  for their  services and  reimbursement  of  reasonable
expenses  as may be  determined  by the  Board.  This  Section  8  shall  not be
construed to preclude  any Trustee from serving the Trust in any other  capacity
as an officer,  agent,  employee,  or otherwise and receiving  compensation  and
reimbursement of expenses for those services.

     Section  9.  CHAIRMAN  OF THE  BOARD.  The  Board of  Trustees  may elect a
Chairman for the purpose of presiding at meetings of the Board of Trustees  (the
"Chairman").  The  Chairman  shall  exercise  and perform  such other powers and
duties  as may be from time to time  assigned  to the  Chairman  by the Board of
Trustees or  prescribed by these  By-Laws.  The Chairman may delegate his or her
powers and duties to the  trustees or officers of the Trust that he or she deems
appropriate,  provided that such delegation is consistent with applicable  legal
and regulatory requirements.

                                   ARTICLE IV
                                   COMMITTEES

     Section 1.  COMMITTEES  OF  TRUSTEES.  The Board  may,  by  majority  vote,
designate  one or more  committees of the Board,  each  consisting of two (2) or
more Trustees, to serve at the pleasure of the Board. The Board may, by majority
vote,  designate one or more Trustees as alternate members of any such committee
who may replace  any absent  member at any  meeting of the  committee.  Any such
committee,  to the extent  provided by the Board,  shall have such  authority as
delegated to it by the Board from time to time, except with respect to:

     (a) the approval of any action which under the Declaration of Trust,  these
By-Laws  or  applicable  law also  requires  Shareholder  approval  or  requires
approval by a majority of the entire Board or certain members of the Board;

     (b) the  filling of  vacancies  on the Board or on any  committee  thereof;
provided  however,  that  such  committee  may  nominate  Trustees  to fill such
vacancies,  subject to the  Trust's  compliance  with the 1940 Act and the rules
thereunder;

     (c) the  amendment,  restatement  or repeal of the  Declaration of Trust or
these By-Laws or the adoption of a new Declaration of Trust or new By-Laws;

     (d) the amendment or repeal of any resolution of the Board; or

     (e) the  designation of any other  committee of the Board or the members of
such committee.

     Section 2. MEETINGS AND ACTION OF BOARD COMMITTEES. Meetings and actions of
any committee of the Board shall, to the extent applicable, be held and taken in
the manner provided in Article IV of the Declaration of Trust and Article III of
these  By-Laws,  with such  changes in the context  thereof as are  necessary to
substitute  the committee and its members for the Board and its members,  except
that the time of regular  meetings of any committee may be determined  either by
the Board or by the  committee.  Special  meetings of any  committee may also be
called by  resolution  of the Board or such  committee,  and  notice of  special
meetings of any committee shall also be given to all alternate members who shall
have the right to attend all meetings of the committee.  The Board may from time
to time adopt other rules for the governance of any committee.

     Section 3. ADVISORY COMMITTEES.  The Board may appoint one or more advisory
committees  comprised of such number of  individuals  appointed by the Board who
may meet at such time, place and upon such notice,  if any, as determined by the
Board. Such advisory committees shall have no power to require the Trust to take
any specific action.

                                    ARTICLE V
                                    OFFICERS

     Section 1. OFFICERS.  The officers of the Trust shall be a Chief  Executive
Officer -  Investment  Management,  a Chief  Executive  Officer  -  Finance  and
Administration,  a President,  a Secretary,  a Chief Financial Officer and Chief
Accounting Officer, and a Treasurer.  The Trust may also have, at the discretion
of  the  Board,  one  or  more  vice  presidents,  one or  more  assistant  vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other  officers,  who shall have such authority and perform such duties
as are provided in the  Declaration of Trust,  these By-Laws or as the Board, or
to the extent  permitted by the Board,  as the president,  may from time to time
determine.  Any number of  offices  may be held by the same  person,  except the
offices of president and vice president.

     Section 2.  APPOINTMENT  OF  OFFICERS.  The  officers of the Trust shall be
appointed  by the  Board,  or to the  extent  permitted  by  the  Board,  by the
president,  and each shall serve at the pleasure of the Board,  or to the extent
permitted by the Board, at the pleasure of the president, subject to the rights,
if any, of an officer under any contract of employment.

     Section 3. REMOVAL AND RESIGNATION OF OFFICERS.  Subject to the rights,  if
any, of an officer under any contract of employment, any officer may be removed,
either with or without cause,  by the Board at any regular or special meeting of
the Board, or, to the extent permitted by the Board, by the president.

     Any officer may resign at any time by giving  written  notice to the Trust.
Such resignation shall take effect upon receipt unless specified to be effective
at some later time and unless otherwise specified in such notice, the acceptance
of the resignation shall not be necessary to make it effective.  Any resignation
is without  prejudice to the rights,  if any, of the Trust under any contract to
which the officer is a party.

     Section 4. VACANCIES IN OFFICES.  A vacancy in any office because of death,
resignation,  removal,  incapacity  or other cause shall be filled in the manner
prescribed in these By-Laws for regular appointment to that office.

     Section 5. PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the Board of Trustees to the chairman of the board, if there be such an
officer,  the president shall,  subject to the control of the Board of Trustees,
have general supervision, direction and control of the business and the officers
of the Trust.

     Section  6.  VICE  PRESIDENTS.  In  the  absence,   resignation,   removal,
incapacity or death of the president,  the vice presidents,  if any, in order of
their rank as fixed by the Board or if not ranked,  a vice president  designated
by the Board,  shall  exercise all the powers and perform all the duties of, and
be subject to all the  restrictions  upon, the president  until the  president's
return,  his  incapacity  ceases  or a new  president  is  appointed.  Each vice
president  shall have such other  powers and perform  such other  duties as from
time to time may be prescribed by the Board or the president,  or as provided in
the Declaration of Trust or these By-Laws.

     Section 7.  SECRETARY.  The secretary shall keep or cause to be kept at the
offices  of the Trust or such  other  place as the  Board  may  direct a book of
minutes  of  all  meetings  and  actions  (including  consents)  of  the  Board,
committees of the Board and  Shareholders.  The secretary shall keep a record of
the time and place of such meetings, whether regular or special, and if special,
how authorized,  the notice given,  the names of those present at Board meetings
or committee  meetings,  the number of Shares present or represented by proxy at
Shareholders' meetings, and the proceedings.

     The secretary  shall cause to be kept at the offices of the Trust or at the
office of the Trust's transfer or other duly authorized  agent, a share register
or a duplicate share register  showing the names of all  Shareholders  and their
addresses,  the number,  Series and Classes  (if  applicable)  of Shares held by
each, the number and date of  certificates,  if any,  issued for such Shares and
the  number  and date of  cancellation  of  every  certificate  surrendered  for
cancellation.

     The secretary shall give or cause to be given notice of all meetings of the
Shareholders  and of the Board  required  by the  Declaration  of  Trust,  these
By-Laws or by  applicable  law to be given and shall have such other  powers and
perform such other duties as may be  prescribed by the Board or the president of
the Trust, or as provided in the Declaration of Trust or these By-Laws.

     Section 8.  TREASURER.  The Treasurer  shall be responsible for the general
supervision  over the care and  custody  of the  funds,  securities,  and  other
valuable effects of the Trust and shall deposit the same or cause the same to be
deposited in the name of the Trust in such depositories as the Board of Trustees
may  designate;  shall  disburse the funds of the Trust as may be ordered by the
Board of Trustees;  shall have supervision over the accounts of all receipts and
disbursements  of the Trust;  disburse  the funds of the  Trust;  shall have the
power and  authority  to perform the duties  usually  incident of his office and
those  duties as may be assigned to him from time to time by the Board or by the
Chief Financial  Officer and Chief Accounting  Officer;  and shall render to the
Chief Financial  Officer and Chief  Accounting  Officer and the Board,  whenever
they request it, an account of all of his transactions as Treasurer.

     Section 9.  CHIEF  EXECUTIVE  OFFICER -  INVESTMENT  MANAGEMENT.  The Chief
Executive  Officer -  Investment  Management  shall be the  principal  executive
officer with respect to the portfolio  investments of the Trust,  and shall have
such other  powers and duties as may be  prescribed  by the Board of Trustees or
these By-Laws.

     Section 10. CHIEF EXECUTIVE OFFICER - FINANCE AND ADMINISTRATION. The Chief
Executive Officer - Finance and Administration  shall be the principal executive
officer with  respect to the  financial  accounting  and  administration  of the
Trust,  and shall have such other powers and duties as may be  prescribed by the
Board of Trustees or these By-Laws.

     Section 11. CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER. The Chief
Financial Officer and Chief Accounting  Officer shall,  whenever required by the
Board of Trustees,  render or cause to be rendered  financial  statements of the
Trust;  supervise  the  investment  of its funds as ordered or authorized by the
Board,  taking  proper  vouchers  therefor;  provide  assistance  to  the  Audit
Committee of the Board and report to such Committee as necessary;  be designated
as  principal  accounting  officer/principal  financial  officer for purposes of
ss.32 of the 1940  Act,ss.302  of the Sarbanes  Oxley Act of 2002 andss.6 of the
Securities  Act of  1933;  shall  keep  and  maintain  or  cause  to be kept and
maintained  adequate and correct books and records of accounts of the properties
and business  transactions  of the Trust (and every  series and class  thereof),
including  accounts  of assets,  liabilities,  receipts,  disbursements,  gains,
losses, capital retained earnings and shares; shall have the power and authority
to perform the duties usually  incident of his office and those duties as may be
assigned  to him from time to time by the Board;  and shall  render to the Chief
Executive  Officer--  Finance and  Administration  and the Board,  whenever they
request it, an account of all of his transactions as Chief Financial Officer and
Chief Accounting Officer and of the financial condition of the Trust.


                                   ARTICLE VI
                               RECORDS AND REPORTS

     Section 1.  MAINTENANCE AND INSPECTION OF SHARE  REGISTER.  The Trust shall
keep at its offices or at the office of its  transfer  or other duly  authorized
agent, records of its Shareholders,  that provide the names and addresses of all
Shareholders and the number,  Series and Classes, if any, of Shares held by each
Shareholder.  Such records may be inspected  during the Trust's regular business
hours by any Shareholder, or its duly authorized representative, upon reasonable
written  demand  to the  Trust,  for  any  purpose  reasonably  related  to such
Shareholder's interest as a Shareholder.

     Section 2.  MAINTENANCE AND INSPECTION OF DECLARATION OF TRUST AND BY-LAWS.
The Trust shall keep at its offices the original or a copy of the Declaration of
Trust and these  By-Laws,  as amended or restated from time to time,  where they
may be inspected  during the Trust's regular  business hours by any Shareholder,
or its duly authorized  representative,  upon  reasonable  written demand to the
Trust, for any purpose reasonably  related to such  Shareholder's  interest as a
Shareholder.

     Section 3.  MAINTENANCE  AND  INSPECTION OF OTHER  RECORDS.  The accounting
books and records and minutes of proceedings of the Shareholders, the Board, any
committee of the Board or any advisory  committee shall be kept at such place or
places  designated by the Board or, in the absence of such  designation,  at the
offices  of the  Trust.  The  minutes  shall  be kept in  written  form  and the
accounting  books and  records  shall be kept  either in written  form or in any
other form capable of being converted into written form.

     If information is requested by a  Shareholder,  the Board,  or, in case the
Board does not act, the president,  any vice  president or the secretary,  shall
establish reasonable standards  governing,  without limitation,  the information
and documents to be furnished and the time and the location, if appropriate,  of
furnishing such  information and documents.  Costs of providing such information
and documents shall be borne by the requesting  Shareholder.  The Trust shall be
entitled to reimbursement  for its direct,  out-of-pocket  expenses  incurred in
declining  unreasonable  requests  (in  whole or in  part)  for  information  or
documents.

     The Board,  or, in case the Board  does not act,  the  president,  any vice
president or the secretary,  may keep  confidential  from  Shareholders for such
period of time as the Board or such officer, as applicable, deems reasonable any
information that the Board or such officer,  as applicable,  reasonably believes
to be in the nature of trade secrets or other information that the Board or such
officer,  as the case may be, in good  faith  believes  would not be in the best
interests  of the  Trust to  disclose  or that  could  damage  the  Trust or its
business or that the Trust is required by law or by agreement with a third party
to keep confidential.

     Section 4.  INSPECTION  BY TRUSTEES.  Every Trustee shall have the absolute
right during the Trust's regular  business hours to inspect all books,  records,
and  documents  of every kind and the  physical  properties  of the Trust.  This
inspection by a Trustee may be made in person or by an agent or attorney and the
right of inspection includes the right to copy and make extracts of documents.

                                   ARTICLE VII
                                 GENERAL MATTERS

     Section 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks, drafts, or
other  orders for payment of money,  notes or other  evidences  of  indebtedness
issued in the name of or payable  to the Trust  shall be signed or  endorsed  by
such  person or persons  and in such manner as the Board from time to time shall
determine.

     Section 2. CONTRACTS AND INSTRUMENTS;  HOW EXECUTED.  The Board,  except as
otherwise provided in the Declaration of Trust and these By-Laws,  may authorize
any  officer or  officers  or agent or agents,  to enter  into any  contract  or
execute any  instrument  in the name of and on behalf of the Trust or any Series
thereof and this authority may be general or confined to specific instances.

     Section 3.  CERTIFICATES  FOR SHARES.  A certificate  or  certificates  for
Shares  may be  issued to  Shareholders  at the  discretion  of the  Board.  All
certificates  shall be signed in the name of the Trust by the Trust's  president
or vice president, and by the Trust's treasurer or an assistant treasurer or the
secretary or any assistant  secretary,  certifying  the number of Shares and the
Series and Class thereof,  if any, owned by the  Shareholder.  Any or all of the
signatures on the certificate may be facsimile.  In case any officer or transfer
or other duly authorized  agent who has signed or whose facsimile  signature has
been placed on a certificate shall have ceased to be such officer or transfer or
other duly authorized agent before such certificate is issued,  it may be issued
by the Trust with the same  effect as if such person were an officer or transfer
or  other  duly  authorized  agent  at the date of  issue.  Notwithstanding  the
foregoing,  the Trust may adopt and use a system of  issuance,  recordation  and
transfer of its shares by electronic or other means.

     Section 4. LOST CERTIFICATES.  Except as provided in this Section 4, no new
certificates for Shares shall be issued to replace an old certificate unless the
latter is  surrendered  to the Trust and  cancelled at the same time.  The Board
may, in case any Share  certificate  or  certificate  for any other  security is
lost, stolen, or destroyed,  authorize the issuance of a replacement certificate
on such terms and conditions as the Board may require, including a provision for
indemnification  of the Board and the Trust secured by a bond or other  adequate
security  sufficient  to protect the Trust and the Board  against any claim that
may be made against either, including any expense or liability on account of the
alleged loss,  theft,  or destruction of the  certificate or the issuance of the
replacement certificate.

     Section 5.  REPRESENTATION  OF SHARES OF OTHER ENTITIES HELD BY TRUST.  The
Trust's  president or any vice  president or any other person  authorized by the
Board or by any of the foregoing designated  officers,  is authorized to vote or
represent on behalf of the Trust, or any Series  thereof,  any and all shares of
any  corporation,  partnership,  trust,  or other  entity,  foreign or domestic,
standing in the name of the Trust or such Series thereof.  The authority granted
may be  exercised  in  person or by a proxy  duly  executed  by such  authorized
person.

     Section 6. TRANSFERS OF SHARES.  Shares are transferable,  if authorized by
the Declaration of Trust, only on the record books of the Trust by the Person in
whose  name  such  Shares  are  registered,  or by his or  her  duly  authorized
attorney-in-fact or representative.  Shares represented by certificates shall be
transferred  on the  books of the  Trust  upon  surrender  for  cancellation  of
certificates  for the same  number of Shares,  with an  assignment  and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the  authenticity  of the  signature  as the Trust or its agents may  reasonably
require.  Upon receipt of proper transfer instructions from the registered owner
of uncertificated Shares, such uncertificated Shares shall be transferred on the
record books to the Person entitled  thereto,  or  certificated  Shares shall be
made to the Person entitled  thereto and the transaction  shall be recorded upon
the books of the Trust.  The Trust,  its transfer agent or other duly authorized
agents may refuse  any  requested  transfer  of  Shares,  or request  additional
evidence of authority  to  safeguard  the assets or interests of the Trust or of
its  Shareholders,  in their sole  discretion.  In all cases of  transfer  by an
attorney-in-fact,  the original  power of attorney,  or an official copy thereof
duly certified, shall be deposited and remain with the Trust, its transfer agent
or  other  duly   authorized   agent.   In  case  of  transfers  by   executors,
administrators,  guardians or other legal  representatives,  duly  authenticated
evidence of their authority shall be presented to the Trust,  its transfer agent
or other duly authorized  agent,  and may be required to be deposited and remain
with the Trust, its transfer agent or other duly authorized agent.

     Section 7. HOLDERS OF RECORD.  The record books of the Trust as kept by the
Trust,  its transfer agent or other duly  authorized  agent, as the case may be,
shall be conclusive as to the identity of the  Shareholders  of the Trust and as
to the number,  Series and Classes,  if any, of Shares held from time to time by
each such Shareholder. The Trust shall be entitled to treat the holder of record
of any  Share as the  owner  thereof  and,  accordingly,  shall  not be bound to
recognize  any equitable or other claim to or interest in such Share on the part
of any other Person, whether or not the Trust shall have express or other notice
thereof.

     Section 8.  FISCAL  YEAR.  The fiscal  year of the Trust,  and each  Series
thereof, shall be determined by the Board.

     Section 9. HEADINGS; REFERENCES. Headings are placed herein for convenience
of  reference  only and shall not be taken as a part hereof or control or affect
the meaning,  construction or effect of this  instrument.  Whenever the singular
number is used  herein,  the same shall  include  the  plural;  and the  neuter,
masculine  and feminine  genders shall include each other,  as  applicable.  Any
references  herein to specific  sections  of the DSTA,  the Code or the 1940 Act
shall  refer to such  sections  as  amended  from time to time or any  successor
sections thereof.

     Section 10. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

     (a) The  provisions  of these  By-Laws are  severable,  and if the Board of
Trustees  shall  determine,  with  the  advice  of  counsel,  that  any of  such
provisions is in conflict with the Declaration of Trust, the 1940 Act, the Code,
the  DSTA,  or with  other  applicable  laws and  regulations,  the  conflicting
provision  shall be deemed not to have  constituted a part of these By-Laws from
the time when such provisions became inconsistent with such laws or regulations;
provided, however, that such determination shall not affect any of the remaining
provisions  of these  By-Laws or render  invalid or improper any action taken or
omitted prior to such determination.

     (b)  If  any   provision  of  these   By-Laws  shall  be  held  invalid  or
unenforceable in any  jurisdiction,  such invalidity or  unenforceability  shall
attach only to such provision in such  jurisdiction  and shall not in any manner
affect such provision in any other  jurisdiction or any other provision of these
By-Laws in any jurisdiction.

                                  ARTICLE VIII
                                   AMENDMENTS

     Section  1.  AMENDMENT  BY  SHAREHOLDERS.  These  By-Laws  may be  amended,
restated or repealed or new By-Laws may be adopted by the affirmative  vote of a
majority of votes cast at a  Shareholders'  meeting  called for that purpose and
where a quorum of Shareholders of the Trust is present.

     Section 2.  AMENDMENT  BY  TRUSTEES.  These  By-Laws  may also be  amended,
restated or  repealed  or new By-Laws may be adopted by the Board,  by a vote of
the Board as set forth in Article IV, Section 3(c) of the Declaration of Trust.

     Section 3. OTHER AMENDMENT. Subject to the 1940 Act, these By-Laws may also
be amended  pursuant to Article VIII,  Section 2(a) of the  Declaration of Trust
and Section 3815(f) of the DSTA.


Adopted:  October ____, 2007



                                                           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 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 [___] 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%



                                                           Exhibit No. EX-99.d.2

                          Academy Asset Management, LLC
                         Mellon Bank Center, Suite 3930
                               1735 Market Street
                             Philadelphia, PA 19103

[_____________], 2007

Board of Trustees, Academy Funds Trust
Mellon Bank Center, Suite 3930
1735 Market Street
Philadelphia, PA 19103

     Re:  Expense Limitations

Gentlemen:

     By our execution of this letter agreement (the  "Agreement"),  intending to
be legally bound hereby, Academy Asset Management,  LLC (the "Advisor"),  agrees
that in order to improve the performance of the Academy Core Equity Fund and the
Academy Select Opportunities Fund (each a "Fund" and collectively, the "Funds"),
both  series  of  the   Academy   Funds   Trust,   the   Advisor   shall,   from
[______________],  2007 through [_____________], 2008, waive all or a portion of
its investment  advisory fees or pay certain Fund expenses  (excluding any 12b-1
plan expenses,  taxes,  interest,  brokerage fees,  certain  insurance costs and
extraordinary  expenses) in an aggregate amount equal to the amount by which the
Fund's total  operating  expenses  (excluding  any 12b-1 plan  expenses,  taxes,
interest,  brokerage fees,  certain insurance costs and extraordinary  expenses)
exceeds the amounts indicated below:



Fund                                                Expense Limitation
Academy Core Equity Fund                                  2.00%
Academy Select Opportunities Fund                         2.00%


                                           Academy Asset Management, LLC


                                           By: _________________________
                                               Name:
                                               Title:

Your signature below acknowledges
acceptance of this Agreement:

Academy Funds Trust


By: _________________________
    Name:
    Title:

    Date:



                                                           Exhibit No. EX-99.e.1


                             DISTRIBUTION AGREEMENT

     THIS  AGREEMENT  is made and entered  into as of this ____ day of ________,
200__, by and between  ___________________,  a _________________  business trust
(the "Trust") and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company
(the  "Distributor").   ___________________,   a  ____________________  and  the
investment advisor to the Trust (the "Advisor"),  is a party hereto with respect
to Section 5 only.

     WHEREAS,  the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management  investment company,  and
is  authorized  to issue shares of  beneficial  interest  ("Shares") in separate
series, with each such series representing  interests in a separate portfolio of
securities and other assets;

     WHEREAS,  the  Distributor  is  registered  as a  broker-dealer  under  the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member of
the Financial Industry Regulatory Authority ("FINRA");

     WHEREAS,   the  Trust  desires  to  retain  the  Distributor  as  principal
underwriter  in connection  with the offer and sale of the Shares of each series
of the Trust  listed on Exhibit A hereto (as amended  from time to time) (each a
"Fund" and collectively, the "Funds"); and

     WHEREAS, this Agreement has been approved by a vote of the Trust's board of
trustees  ("Board of  Trustees" or the  "Board"),  including  its  disinterested
trustees voting separately, in conformity with Section 15(c) of the 1940 Act.

     NOW,  THEREFORE,  in  consideration  of the promises  and mutual  covenants
herein  contained,  and other good and  valuable  consideration,  the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:

1.   Appointment of Quasar as Distributor

     The Trust  hereby  appoints the  Distributor  as its agent for the sale and
distribution  of Shares of the Fund in  jurisdictions  wherein the Shares may be
legally  offered  for  sale,  on the  terms  and  conditions  set  forth in this
Agreement,  and the  Distributor  hereby accepts such  appointment and agrees to
perform the  services and duties set forth in this  Agreement.  The services and
duties of the Distributor shall be confined to those matters expressly set forth
herein,  and no implied  duties are  assumed by or may be  asserted  against the
Distributor hereunder.

2.   Services and Duties of the Distributor

     A.   The Distributor agrees to sell Shares on a best efforts basis as agent
          for the Trust upon the terms and at the current  offering  price (plus
          sales charge,  if any)  described in the  Prospectus.  As used in this
          Agreement,  the term "Prospectus"  shall mean the current  prospectus,
          including  the  statement of  additional  information,  as both may be
          amended or  supplemented,  relating  to the Fund and  included  in the
          currently   effective   registration   statement  (the   "Registration
          Statement")  of the Trust filed under the  Securities  Act of 1933, as
          amended  (the  "1933  Act") and the 1940 Act.  The Trust  shall in all
          cases  receive the net asset value per Share on all sales.  If a sales
          charge is in effect,  the Distributor shall remit the sales charge (or
          portion thereof) to broker-dealers  who have sold Shares, as described
          in Section 2(G),  below. In no event shall the Distributor be entitled
          to all or any portion of such sales charge.

     B.   During the continuous public offering of Shares,  the Distributor will
          hold  itself   available  to  receive  orders,   satisfactory  to  the
          Distributor, for the purchase of Shares and will accept such orders on
          behalf of the Trust. Such purchase orders shall be deemed effective at
          the time and in the manner set forth in the Prospectus.

     C.   The  Distributor,  with  the  operational  assistance  of the  Trust's
          transfer  agent,  shall make Shares  available for sale and redemption
          through  the  National  Securities  Clearing  Corporation's  Fund/SERV
          System.

     D.   The Distributor  acknowledges  and agrees that it is not authorized to
          provide  any  information  or make any  representations  other than as
          contained  in the  Prospectus  and any sales  literature  specifically
          approved by the Trust.

     E.   The Distributor agrees to cooperate with the Trust or its agent in the
          development  of  all  proposed  advertisements  and  sales  literature
          relating to the Fund.  The  Distributor  agrees to review all proposed
          advertisements  and sales  literature for compliance  with  applicable
          laws and regulations, and shall file with appropriate regulators those
          advertisements and sales literature it believes are in compliance with
          such laws and  regulations.  The Distributor  agrees to furnish to the
          Trust  any  comments  provided  by  regulators  with  respect  to such
          materials  and to use its best  efforts to obtain the  approval of the
          regulators to such materials.

     F.   The Distributor, at its sole discretion, may repurchase Shares offered
          for sale by  shareholders  of the  Fund.  Repurchase  of Shares by the
          Distributor  shall be at the price  determined in accordance with, and
          in the  manner  set  forth  in,  the  Prospectus.  At the  end of each
          business day, the Distributor  shall notify the Trust and its transfer
          agent,  by any  appropriate  means,  of the orders for  repurchase  of
          Shares received by the Distributor  since the last report,  the amount
          to be paid  for  such  Shares  and the  identity  of the  shareholders
          offering  Shares  for  repurchase.  The  Trust  reserves  the right to
          suspend such repurchase  right upon written notice to the Distributor.
          The  Distributor  further  agrees  to act as  agent  for the  Trust to
          receive  and  transmit   promptly  to  the  Trust's   transfer  agent,
          shareholder requests for redemption of Shares.

     G.   The  Distributor  may, in its  discretion,  enter into agreements with
          such  qualified  broker-dealers  as it may select,  in order that such
          broker-dealers  also  may sell  Shares  of the  Fund.  The form of any
          dealer  agreement  shall be approved by the Trust. To the extent there
          is a sales charge in effect,  the Distributor shall pay the applicable
          sales charge (or portion thereof), or allow a discount, to the selling
          broker-dealer, as described in the Prospectus.

     H.   The  Distributor  shall  devote its best  efforts  to effect  sales of
          Shares  of the Fund but  shall not be  obligated  to sell any  certain
          number of Shares.

     I.   The  Distributor  shall  prepare  reports for the Board  regarding its
          activities  under  this  Agreement  as  from  time to  time  shall  be
          reasonably requested by the Board, including reports regarding the use
          of any 12b-1 payments received by the Distributor.

     J.   The Distributor  agrees to advise the Trust promptly in writing of the
          initiation  of any  proceedings  against  it by the SEC or its  staff,
          FINRA or any state regulatory authority.

     K.   The Distributor  shall monitor amounts paid under Rule 12b-1 plans and
          pursuant to sales loads to ensure  compliance  with  applicable  FINRA
          rules.

3.   Representations and Covenants of the Trust

     A.   The Trust hereby  represents  and warrants to the  Distributor,  which
          representations  and  warranties  shall  be  deemed  to be  continuing
          throughout the term of this Agreement, that:

          (1)  It  is  duly  organized  and  existing  under  the  laws  of  the
               jurisdiction of its organization, with full power to carry on its
               business as now  conducted,  to enter into this  Agreement and to
               perform its obligations hereunder;

          (2)  This Agreement has been duly  authorized,  executed and delivered
               by  the  Trust  in  accordance  with  all  requisite  action  and
               constitutes a valid and legally binding  obligation of the Trust,
               enforceable in accordance with its terms,  subject to bankruptcy,
               insolvency, reorganization,  moratorium and other laws of general
               application  affecting  the rights and remedies of creditors  and
               secured parties;

          (3)  It is  conducting  its  business in  compliance  in all  material
               respects with all applicable laws and regulations, both state and
               federal,  and has obtained all regulatory  approvals necessary to
               carry on its  business  as now  conducted;  there is no  statute,
               rule,  regulation,  order  or  judgment  binding  on  it  and  no
               provision  of its charter,  bylaws or any contract  binding it or
               affecting  its property  which would  prohibit  its  execution or
               performance of this Agreement;

          (4)  All Shares to be sold by it,  including  those offered under this
               Agreement,  are validly authorized and, when issued in accordance
               with the  description in the  Prospectus,  will be fully paid and
               nonassessable;

          (5)  The Registration Statement, and Prospectus included therein, have
               been prepared in conformity with the requirements of the 1933 Act
               and the 1940 Act and the rules and regulations thereunder; and

          (6)  The Registration Statement (at the time of its effectiveness) and
               any advertisements and sales literature  prepared by the Trust or
               its agent (excluding  statements  relating to the Distributor and
               the services it provides that are based upon written  information
               furnished by the  Distributor  expressly for  inclusion  therein)
               shall not contain any untrue  statement of material  fact or omit
               to state any  material  fact  required  to be stated  therein  or
               necessary to make the statements therein not misleading, and that
               all  statements  or  information  furnished  to  the  Distributor
               pursuant  to this  Agreement  shall  be true and  correct  in all
               material respects.

     B.   The  Trust,  or its  agent,  shall  take or  cause  to be  taken,  all
          necessary  action to  register  Shares of the Fund under the 1933 Act,
          qualify  such  shares  for sale in such  states  as the  Trust and the
          Distributor  shall  approve,  and maintain an  effective  Registration
          Statement  for such  Shares in order to  permit  the sale of Shares as
          herein  contemplated.  The Trust authorizes the Distributor to use the
          Prospectus,  in the form  furnished  to the  Distributor  from time to
          time, in connection with the sale of Shares.

     C.   The Trust agrees to advise the Distributor promptly in writing:

               (i) of any material  correspondence or other communication by the
          Securities and Exchange  Commission  (the "SEC") or its staff relating
          to the  Fund,  including  requests  by the SEC for  amendments  to the
          Registration Statement or Prospectus;

               (ii) in the event of the  issuance  by the SEC of any  stop-order
          suspending the  effectiveness  of the  Registration  Statement then in
          effect or the initiation of any proceeding for that purpose;

               (iii) of the  happening  of any  event  which  makes  untrue  any
          statement of a material fact made in the  Prospectus or which requires
          the  making  of a  change  in such  Prospectus  in  order  to make the
          statements therein not misleading;

               (iv)  of  all  actions  taken  by the  SEC  with  respect  to any
          amendments to any Registration Statement or Prospectus, which may from
          time to time be filed with the SEC; and

               (v) in the event that it determines to suspend the sale of Shares
          at any time in response to  conditions  in the  securities  markets or
          otherwise,  or  in  the  event  that  it  determines  to  suspend  the
          redemption  of Shares at any time as  permitted by the 1940 Act or the
          rules of the SEC, including any and all applicable  interpretations of
          such by the staff of the SEC.

     D.   The Trust  shall  notify the  Distributor  in writing of the states in
          which the  Shares  may be sold and shall  notify  the  Distributor  in
          writing of any changes to such information.

     E.   The Trust  agrees to file  from  time to time such  amendments  to its
          Registration  Statement  and  Prospectus  as may be necessary in order
          that its  Registration  Statement and Prospectus  will not contain any
          untrue  statement of material  fact or omit to state any material fact
          required  to be stated  therein or  necessary  to make the  statements
          therein not misleading.

     F.   The Trust shall fully  cooperate in the efforts of the  Distributor to
          sell and  arrange for the sale of Shares and shall make  available  to
          the Distributor a statement of each computation of net asset value. In
          addition,  the Trust shall keep the Distributor  fully informed of its
          affairs  and  shall  provide  to the  Distributor,  from time to time,
          copies of all information,  financial statements and other papers that
          the Distributor may reasonably  request for use in connection with the
          distribution of Shares, including without limitation, certified copies
          of any financial  statements prepared for the Trust by its independent
          public  accountants  and  such  reasonable  number  of  copies  of the
          Prospectus  and annual and  interim  reports  to  shareholders  as the
          Distributor  may  request.  The Trust shall  forward a copy of any SEC
          filings,  including the  Registration  Statement,  to the  Distributor
          within one business day of any such filings. The Trust represents that
          it will  not use or  authorize  the use of any  advertising  or  sales
          material  unless  and until  such  materials  have been  approved  and
          authorized for use by the Distributor. Nothing in this Agreement shall
          require the sharing or provision  of materials  protected by privilege
          or limitation of disclosure,  including any applicable attorney-client
          privilege or trade secret materials.

     G.   The Trust has reviewed and is familiar  with the  provisions  of FINRA
          Rule 2830(k) prohibiting  directed brokerage.  In addition,  the Trust
          agrees not to enter into any agreement  (whether orally or in writing)
          under which the Trust  directs or is expected to direct its  brokerage
          transactions  (or any  commission,  markup or other  payment from such
          transactions)  to a broker or dealer for the promotion or sale of Fund
          Shares or the shares of any other investment company. In the event the
          Trust fails to comply with the  provisions of FINRA Rule 2830(k),  the
          Trust shall promptly notify the Distributor.

4.   Additional Representations and Covenants of the Distributor

     The  Distributor  hereby  represents,  warrants and covenants to the Trust,
which representations, warranties and covenants shall be deemed to be continuing
throughout the term of this Agreement, that:

     (1)  It is duly organized and existing  under the laws of the  jurisdiction
          of its  organization,  with full power to carry on its business as now
          conducted, to enter into this Agreement and to perform its obligations
          hereunder;

     (2)  This Agreement has been duly authorized, executed and delivered by the
          Distributor in accordance with all requisite  action and constitutes a
          valid and legally binding  obligation of the Distributor,  enforceable
          in  accordance  with its  terms,  subject to  bankruptcy,  insolvency,
          reorganization,  moratorium  and  other  laws of  general  application
          affecting the rights and remedies of creditors and secured parties;

     (3)  It is conducting  its business in compliance in all material  respects
          with all applicable laws and regulations,  both state and federal, and
          has  obtained  all  regulatory  approvals  necessary  to  carry on its
          business  as now  conducted;  there is no statute,  rule,  regulation,
          order or  judgment  binding  on it and no  provision  of its  charter,
          bylaws or any  contract  binding it or affecting  its  property  which
          would prohibit its execution or performance of this Agreement;

     (4)  It is registered as a broker-dealer under the 1934 Act and is a member
          in good standing of FINRA;

     (5)  It: (i) has adopted an anti-money  laundering compliance program ("AML
          Program") that satisfies the  requirements  of all applicable laws and
          regulations;  (ii) undertakes to carry out its AML Program to the best
          of its ability;  (iii) will promptly  notify the Trust and the Advisor
          if an inspection by the appropriate  regulatory authorities of its AML
          Program  identifies  any material  deficiency;  and (vi) will promptly
          remedy any material deficiency of which it learns; and

     (6)  In connection  with all matters  relating to this  Agreement,  it will
          comply with the  requirements  of the 1933 Act, the 1934 Act, the 1940
          Act,  the  regulations  of FINRA and all other  applicable  federal or
          state laws and regulations.

5.   Compensation

     The  Distributor  shall be compensated for providing the services set forth
in this  Agreement  in  accordance  with the fee schedule set forth on Exhibit B
hereto (as amended from time to time). The Distributor shall also be compensated
for such out-of-pocket expenses (e.g.,  telecommunication  charges,  postage and
delivery charges,  and reproduction  charges) as are reasonably  incurred by the
Distributor  in performing  its duties  hereunder.  The Trust shall pay all such
fees and reimbursable  expenses within 30 calendar days following receipt of the
billing  notice,  except for any fee or expense subject to a good faith dispute.
The Trust  shall  notify the  Distributor  in writing  within 30  calendar  days
following  receipt of each invoice if the Trust is disputing any amounts in good
faith.  The Trust shall pay such disputed amounts within 10 calendar days of the
day on which the parties  agree to the amount to be paid.  With the exception of
any fee or expense  the Trust is  disputing  in good  faith as set forth  above,
unpaid  invoices shall accrue a finance charge of 1 1/2% per month after the due
date. Notwithstanding anything to the contrary, amounts owed by the Trust to the
Distributor  shall only be paid out of the assets and property of the particular
Fund involved.  Such fees and expenses shall be paid to Distributor by the Trust
from Rule 12b-1 fees  payable by the  appropriate  Fund or, if the Fund does not
have a Rule 12b-1  plan,  or if Rule 12b-1 fees are not  sufficient  to pay such
fees and expenses, or if the Rule 12b-1 plan is discontinued,  or if the Advisor
otherwise  determines  that Rule 12b-1 fees shall not,  in whole or in part,  be
used to pay Distributor, the Advisor shall be responsible for the payment of the
amount of such fees and expenses not covered by Rule 12b-1 payments.

6.   Expenses

     A.   The Trust  shall bear all costs and  expenses in  connection  with the
          registration  of its Shares  with the SEC and its  related  compliance
          with  state  securities  laws,  as well as all costs and  expenses  in
          connection  with the  offering of the Shares and  communications  with
          shareholders, including but not limited to: (i) fees and disbursements
          of its  counsel and  independent  public  accountants;  (ii) costs and
          expenses  of  the  preparation,   filing,   printing  and  mailing  of
          Registration   Statements  and   Prospectuses,   as  well  as  related
          advertising  and sales  literature;  (iii)  costs and  expenses of the
          preparation, printing and mailing of annual and interim reports, proxy
          materials  and other  communications  to  shareholders;  and (iv) fees
          required  in  connection  with the  offer  and sale of  Shares in such
          jurisdictions  as shall be selected  by the Trust  pursuant to Section
          3(D) hereof.

     B.   The   Distributor   shall  bear  the  expenses  of   registration   or
          qualification  of the  Distributor as a dealer or broker under federal
          or state laws and the  expenses of  continuing  such  registration  or
          qualification.  The Distributor does not assume responsibility for any
          expenses not expressly assumed hereunder.

7.   Indemnification

     A.   The Trust shall indemnify, defend and hold the Distributor and each of
          its managers, officers, employees,  representatives and any person who
          controls the Distributor  within the meaning of Section 15 of the 1933
          Act (collectively,  the "Distributor Indemnitees"),  free and harmless
          from and against any and all claims,  demands,  losses,  expenses  and
          liabilities of any and every nature (including  reasonable  attorneys'
          fees)  (collectively,  "Losses") that the Distributor  Indemnitees may
          sustain  or  incur  or that  may be  asserted  against  a  Distributor
          Indemnitee  by any person (i)  arising out of or based upon any untrue
          statement or alleged untrue  statement of a material fact contained in
          the  Registration  Statement  or any  Prospectus,  or in any annual or
          interim  report to  shareholders,  or in any  advertisements  or sales
          literature  prepared by the Trust or its agent, or (ii) arising out of
          or based upon any omission,  or alleged  omission,  to state therein a
          material fact  required to be stated  therein or necessary to make the
          statements  therein  not  misleading,  or (iii) based upon the Trust's
          refusal or failure to comply with the terms of this  Agreement or from
          its bad faith, negligence, or willful misconduct in the performance of
          its duties under this Agreement;  provided,  however, that the Trust's
          obligation  to  indemnify  the  Distributor  Indemnitees  shall not be
          deemed to cover any  Losses  arising  out of any untrue  statement  or
          alleged untrue  statement or omission or alleged  omission made in the
          Registration Statement,  Prospectus,  annual or interim report, or any
          advertisement  or sales  literature in reliance upon and in conformity
          with written information  relating to the Distributor and furnished to
          the Trust or its  counsel by the  Distributor  for the purpose of, and
          used in, the preparation  thereof.  The Trust's agreement to indemnify
          the Distributor  Indemnitees is expressly  conditioned  upon the Trust
          being  notified  of such action or claim of loss  brought  against the
          Distributor  Indemnitees within a reasonable time after the summons or
          other  first legal  process  giving  information  of the nature of the
          claim shall have been served upon the Distributor Indemnitees,  unless
          the  failure to give notice does not  prejudice  the Trust;  provided,
          that the failure so to notify the Trust of any such  action  shall not
          relieve the Trust from any  liability  which the Trust may have to the
          person  against  whom  such  action is  brought  by reason of any such
          untrue, or alleged untrue, statement or omission, or alleged omission,
          otherwise than on account of the Trust's indemnity agreement contained
          in this Section 7(A).

     B.   The Trust shall be entitled to  participate  at its own expense in the
          defense, or if it so elects, to assume the defense of any suit brought
          to  enforce  any such  Losses,  but if the Trust  elects to assume the
          defense,  such defense  shall be  conducted  by counsel  chosen by the
          Trust and approved by the  Distributor,  which  approval  shall not be
          unreasonably  withheld.  In the event the Trust  elects to assume  the
          defense  of any such suit and retain  such  counsel,  the  Distributor
          Indemnitees  in such  suit  shall  bear the fees and  expenses  of any
          additional  counsel  retained by them.  If the Trust does not elect to
          assume the defense of any such suit, or in case the  Distributor  does
          not, in the exercise of reasonable judgment, approve of counsel chosen
          by the Trust, or if under prevailing law or legal codes of ethics, the
          same counsel  cannot  effectively  represent the interests of both the
          Trust and the  Distributor  Indemnitees,  the Trust will reimburse the
          Distributor  Indemnitees  for the reasonable  fees and expenses of any
          counsel  retained  by  them.  The  Trust's  indemnification  agreement
          contained in Sections 7(A) and 7(B) herein shall remain  operative and
          in full force and effect regardless of any investigation made by or on
          behalf of the  Distributor  Indemnitees and shall survive the delivery
          of any Shares and the termination of this Agreement. This agreement of
          indemnity  will inure  exclusively  to the benefit of the  Distributor
          Indemnitees and their successors.  The Trust agrees promptly to notify
          the  Distributor of the  commencement of any litigation or proceedings
          against the Trust or any of its  officers  or  trustees in  connection
          with the offer and sale of any of the Shares.

     C.   The Trust shall advance attorneys' fees and other expenses incurred by
          any Distributor  Indemnitee in defending any claim, demand,  action or
          suit which is the subject of a claim for  indemnification  pursuant to
          this Section 7 to the maximum extent permissible under applicable law.

     D.   The Distributor shall indemnify, defend and hold the Trust and each of
          its trustees, officers, employees,  representatives and any person who
          controls  the Trust  within the  meaning of Section 15 of the 1933 Act
          (collectively,  the "Trust  Indemnitees"),  free and harmless from and
          against any and all Losses that the Trust  Indemnitees  may sustain or
          incur or that may be asserted against a Trust Indemnitee by any person
          (i)  arising  out of or  based  upon  any  untrue  or  alleged  untrue
          statement of a material fact contained in the  Registration  Statement
          or any Prospectus, or in any annual or interim report to shareholders,
          or  in  any  advertisements  or  sales  literature   prepared  by  the
          Distributor,  or (ii)  arising out of or based upon any  omission,  or
          alleged  omission,  to state  therein a material  fact  required to be
          stated therein or necessary to make the statement not  misleading,  or
          (iii) based upon the  Distributor's  refusal or failure to comply with
          the terms of this  Agreement  or from its bad  faith,  negligence,  or
          willful  misconduct  in the  performance  of  its  duties  under  this
          Agreement;  provided,  however,  that with  respect to clauses (i) and
          (ii),  above,  the  Distributor's  obligation  to indemnify  the Trust
          Indemnitees  shall only be deemed to cover  Losses  arising out of any
          untrue  statement or alleged  untrue  statement or omission or alleged
          omission made in the  Registration  Statement,  Prospectus,  annual or
          interim report,  or any  advertisement or sales literature in reliance
          upon  and in  conformity  with  written  information  relating  to the
          Distributor  and  furnished  to  the  Trust  or  its  counsel  by  the
          Distributor for the purpose of, and used in, the preparation  thereof.
          The  Distributor's  agreement to indemnify  the Trust  Indemnitees  is
          expressly  conditioned  upon the  Distributor  being  notified  of any
          action or claim of loss brought against the Trust Indemnitees within a
          reasonable  time after the summons or other first legal process giving
          information of the nature of the claim shall have been served upon the
          Trust  Indemnitees,  unless  the  failure  to  give  notice  does  not
          prejudice the Distributor; provided, that the failure so to notify the
          Distributor of any such action shall not relieve the Distributor  from
          any liability  which the  Distributor  may have to the person  against
          whom such action is brought by reason of any such  untrue,  or alleged
          untrue,  statement  or  omission,  otherwise  than on  account  of the
          Distributor's indemnity agreement contained in this Section 7(D).

     E.   The Distributor shall be entitled to participate at its own expense in
          the  defense,  or if it so elects,  to assume the  defense of any suit
          brought to enforce any such Losses,  but if the Distributor  elects to
          assume the defense,  such defense shall be conducted by counsel chosen
          by the Distributor and approved by the Trust, which approval shall not
          be  unreasonably  withheld.  In the  event the  Distributor  elects to
          assume the defense of any such suit and retain such counsel, the Trust
          Indemnitees  in such  suit  shall  bear the fees and  expenses  of any
          additional counsel retained by them. If the Distributor does not elect
          to assume the defense of any such suit, or in case the Trust does not,
          in the exercise of reasonable  judgment,  approve of counsel chosen by
          the Distributor,  or if under prevailing law or legal codes of ethics,
          the same counsel  cannot  effectively  represent the interests of both
          the  Trust  Indemnitees  and the  Distributor,  the  Distributor  will
          reimburse the Trust  Indemnitees  for the reasonable fees and expenses
          of any counsel  retained by them.  The  Distributor's  indemnification
          agreement  contained  in Sections  7(D) and 7(E) herein  shall  remain
          operative and in full force and effect regardless of any investigation
          made by or on behalf of the Trust  Indemnitees  and shall  survive the
          delivery of any Shares and the  termination  of this  Agreement.  This
          agreement of indemnity  will inure  exclusively  to the benefit of the
          Trust  Indemnitees  and  their  successors.   The  Distributor  agrees
          promptly to notify the Trust of the  commencement of any litigation or
          proceedings  against  the  Distributor  or  any  of  its  officers  or
          directors in connection with the offer and sale of any of the Shares.

     F.   The  Distributor  shall  advance  attorneys'  fees and other  expenses
          incurred  by any Trust  Indemnitee  in  defending  any claim,  demand,
          action or suit  which is the  subject  of a claim for  indemnification
          pursuant to this  Section 7 to the maximum  extent  permissible  under
          applicable law.

     G.   No party to this  Agreement  shall be liable to the other  parties for
          consequential, special or punitive damages under any provision of this
          Agreement.

     H.   No person  shall be obligated  to provide  indemnification  under this
          Section 7 if such  indemnification  would be  impermissible  under the
          1940 Act, the 1933 Act, the 1934 Act or the rules of FINRA;  provided,
          however,  in such event  indemnification  shall be provided under this
          Section 7 to the maximum extent so permissible.

8.   Proprietary and Confidential Information

     The Distributor agrees on behalf of itself and its managers,  officers, and
employees to treat  confidentially and as proprietary  information of the Trust,
all records and other  information  relative to the Trust and prior,  present or
potential shareholders of the Trust (and clients of said shareholders),  and not
to use such records and  information  for any purpose other than the performance
of  its   responsibilities   and  duties  hereunder,   except  (i)  after  prior
notification  to and approval in writing by the Trust,  which approval shall not
be  unreasonably  withheld and may not be withheld where the  Distributor may be
exposed to civil or criminal  contempt  proceedings for failure to comply,  (ii)
when requested to divulge such information by duly constituted  authorities,  or
(iii) when so requested by the Trust.  Records and other  information which have
become known to the public through no wrongful act of the  Distributor or any of
its employees,  agents or  representatives,  and information that was already in
the possession of the Distributor prior to receipt thereof from the Trust or its
agent, shall not be subject to this paragraph.

     Further, the Distributor will adhere to the privacy policies adopted by the
Trust pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from
time to time. In this regard,  the Distributor  shall have in place and maintain
physical,  electronic and procedural  safeguards  reasonably designed to protect
the security,  confidentiality  and  integrity  of, and to prevent  unauthorized
access  to or use of,  records  and  information  relating  to the Trust and its
shareholders.

9.   Records

     The Distributor shall keep records relating to the services to be performed
hereunder in the form and manner,  and for such period, as it may deem advisable
and is  agreeable  to the  Trust,  but  not  inconsistent  with  the  rules  and
regulations of appropriate government authorities, in particular,  Section 31 of
the 1940 Act and the rules  thereunder.  The  Distributor  agrees  that all such
records prepared or maintained by the Distributor relating to the services to be
performed by the Distributor hereunder are the property of the Trust and will be
preserved,  maintained,  and made available in accordance  with such  applicable
sections and rules of the 1940 Act and will be promptly surrendered to the Trust
or its designee on and in accordance with its request.

10.  Compliance with Laws

     The Trust has and retains primary responsibility for all compliance matters
relating to the Fund, including but not limited to compliance with the 1940 Act,
the  Internal  Revenue Code of 1986,  the  Sarbanes-Oxley  Act of 2002,  the USA
Patriot Act of 2002 and the policies and limitations of the Fund relating to its
portfolio investments as set forth in its Prospectus and statement of additional
information. The Distributor's services hereunder shall not relieve the Trust of
its  responsibilities  for assuring  such  compliance  or the Board of Trustee's
oversight responsibility with respect thereto.

11.  Term of Agreement; Amendment; Assignment

     A.   This Agreement shall become effective with respect to each Fund listed
          on Exhibit A hereof as of the date  hereof and,  with  respect to each
          Fund  not in  existence  on that  date,  on the date an  amendment  to
          Exhibit A to this Agreement relating to that Fund is executed.  Unless
          sooner terminated as provided herein, this Agreement shall continue in
          effect  for  two  years  from  the  date  hereof.  Thereafter,  if not
          terminated,  this Agreement shall continue in effect  automatically as
          to  each  Fund  for  successive   one-year   periods,   provided  such
          continuance  is  specifically  approved at least  annually by: (i) the
          Trust's  Board,  or (ii) the vote of a  "majority  of the  outstanding
          voting  securities" of a Fund, and provided that in either event,  the
          continuance  is also  approved by a majority of the Trust's  Board who
          are not "interested persons" of any party to this Agreement, by a vote
          cast in person at a meeting  called for the  purpose of voting on such
          approval.

     B.   Notwithstanding  the  foregoing,  this  Agreement  may be  terminated,
          without the payment of any penalty, with respect to a particular Fund:
          (i)  through a failure to renew this  Agreement  at the end of a term,
          (ii) upon mutual  consent of the parties,  or (iii) upon not less than
          60 days'  written  notice,  by  either  the  Trust  upon the vote of a
          majority of the members of its Board who are not "interested  persons"
          of the Trust and have no direct or indirect  financial interest in the
          operation  of  this  Agreement,  or by  vote  of a  "majority  of  the
          outstanding voting  securities" of a Fund, or by the Distributor.  The
          terms  of this  Agreement  shall  not be  waived,  altered,  modified,
          amended or supplemented in any manner  whatsoever  except by a written
          instrument  signed by the Distributor and the Trust. If required under
          the 1940 Act,  any such  amendment  must be  approved  by the  Trust's
          Board,  including  a  majority  of  the  Trust's  Board  who  are  not
          "interested persons" of any party to this Agreement, by a vote cast in
          person at a meeting  for the purpose of voting on such  amendment.  In
          the  event  that such  amendment  affects  the  Advisor,  the  written
          instrument  shall also be signed by the Advisor.  This  Agreement will
          automatically terminate in the event of its "assignment."

     C.   As used in this Section, the terms "majority of the outstanding voting
          securities," "interested person," and "assignment" shall have the same
          meaning as such terms have in the 1940 Act.

     D.   Sections 7 and 8 shall survive termination of this Agreement.

12.  Duties in the Event of Termination

     In the event that, in connection  with  termination,  a successor to any of
the  Distributor's  duties or  responsibilities  hereunder is  designated by the
Trust by written notice to the Distributor,  the Distributor will promptly, upon
such termination and at the expense of the Trust, transfer to such successor all
relevant  books,  records,   correspondence,   and  other  data  established  or
maintained  by  the  Distributor  under  this  Agreement  in a  form  reasonably
acceptable  to the  Trust  (if such  form  differs  from  the form in which  the
Distributor has maintained the same, the Trust shall pay any expenses associated
with  transferring the data to such form), and will cooperate in the transfer of
such duties and  responsibilities,  including  provision for assistance from the
Distributor's  personnel in the establishment of books,  records, and other data
by such successor. If no such successor is designated,  then such books, records
and other data shall be returned to the Trust.

13.  Early Termination

     In the absence of any material breach of this  Agreement,  should the Trust
elect to terminate this Agreement prior to the end of the term, the Trust agrees
to pay the following fees:

     a.   all monthly  fees  through  the life of the  contract,  including  the
          rebate of any negotiated discounts;

     b.   all fees  associated  with  converting  services to successor  service
          provider;

     c.   all fees  associated  with any record  retention  and/or tax reporting
          obligations  that may not be  eliminated  due to the  conversion  to a
          successor service provider;

     d.   all out-of-pocket costs associated with a-c above.


14.  Governing Law

     This Agreement  shall be construed in accordance with the laws of the State
of Wisconsin,  without regard to conflicts of law principles. To the extent that
the applicable laws of the State of Wisconsin,  or any of the provisions herein,
conflict  with the  applicable  provisions  of the 1940 Act,  the  latter  shall
control, and nothing herein shall be construed in a manner inconsistent with the
1940 Act or any rule or order of the SEC thereunder.

15.  No Agency Relationship

     Nothing  herein  contained  shall be deemed to authorize or empower  either
party to act as agent  for the  other  party to this  Agreement,  or to  conduct
business in the name, or for the account, of the other party to this Agreement.

16.  Services Not Exclusive

     Nothing in this  Agreement  shall limit or restrict  the  Distributor  from
providing services to other parties that are similar or identical to some or all
of the services provided hereunder.

17.  Invalidity

     Any  provision  of this  Agreement  which may be  determined  by  competent
authority to be prohibited or  unenforceable  in any  jurisdiction  shall, as to
such  jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. In such case, the
parties shall in good faith modify or substitute such provision  consistent with
the original intent of the parties.

18.  Notices

     Any notice  required  or  permitted  to be given by any party to the others
shall be in writing and shall be deemed to have been given on the date delivered
personally  or by courier  service,  or three days after sent by  registered  or
certified mail, postage prepaid,  return receipt requested,  or on the date sent
and  confirmed  received  by  facsimile   transmission  to  the  other  parties'
respective addresses as set forth below:

Notice to the Distributor shall be sent to:

         Quasar Distributors, LLC
         Attn:  President
         615 East Michigan Street
         Milwaukee, Wisconsin  53202
         Fax No.:_________________

notice to the Trust shall be sent to:

         ________________________
         ________________________
         ________________________
         ________________________
         ________________________

and notice to the Advisor shall be sent to:

         ________________________
         ________________________
         ________________________
         ________________________

19.  Multiple Originals

     This Agreement may be executed on two or more  counterparts,  each of which
when so executed shall be deemed to be an original,  but such counterparts shall
together constitute but one and the same instrument.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by a duly authorized officer on one or more counterparts as of the date
first above written.

     The parties hereby agree that the Distribution  Services provided by Quasar
Distributors, LLC will commence on ________________, 2006.





TRUST                                       QUASAR DISTRIBUTORS, LLC



By:________________________________         By:______________________________


Name:_____________________________          Name:____________________________


Title:______________________________        Title:_____________________________



ADVISOR
(with respect to section 5 only)



By:_________________________________


Name:_______________________________


Title:______________________________





                                    Exhibit A
                                     to the
                             Distribution Agreement



                                   Fund Names

                   Separate Series of _______________________


Name of Series                                             Date Added





                                    Exhibit B
                                     to the
                             Distribution Agreement

                                  Fee Schedule



                                                           Exhibit No. EX-99.m.1


                               ACADEMY FUNDS TRUST

                              INVESTOR CLASS SHARES

                     MARKETING AND SHAREHOLDER SERVICES PLAN


     WHEREAS,  the  Academy  Funds  Trust  ("Trust")  is  registered  under  the
Investment  Company  Act of  1940,  as  amended  ("1940  Act"),  as an  open-end
management investment company; and

     WHEREAS,  shares of beneficial  interest of the Trust are currently divided
into separate series (each a "Fund" and collectively the "Funds"), listed in the
attached Appendix A, as may be amended from time to time; and

     WHEREAS,  the  Trust,  on behalf of the Funds,  desires to arrange  for the
provision of certain  marketing and  shareholder  services to the holders of the
Investor  Class  shares of the Funds  under the terms and  conditions  described
herein;

     NOW,  THEREFORE,  the Trust hereby adopts this  Marketing  and  Shareholder
Services  Plan (the "Plan") on behalf of the Investor  Class shares of the Funds
in accordance with Rule 12b-1 under the 1940 Act, subject to the following terms
and conditions:

     1. Each Fund  shall pay to Quasar  Distributors,  LLC (the  "Distributor"),
Academy  Asset  Management,  LLC  ("Academy"),  or their  affiliates a fee in an
amount or at a rate not to exceed  [0.25]%  on an  annual  basis of the  average
daily net asset value of the Investor Class shares of the Fund (the "Fee"). Such
Fee shall be calculated daily and paid monthly or at such other intervals as the
Board of Trustees (the "Board") of the Trust shall determine.

     2. The  Distributor  and Academy shall use the Fee paid to them pursuant to
Paragraph 1 hereof for marketing activities ("Marketing Services"), which may be
used,   among  other  things,   for  the   preparation   and   distribution   of
advertisements,  sales  literature and  prospectuses  and reports used for sales
purposes,  as well as compensation  related to sales and marketing personnel and
payments to dealers and others for marketing related services.  The Fee may also
be used to  compensate  dealers and others that have  entered  into an agreement
with the Distributor or Academy for Marketing  Services that include  attracting
shareholders to Investor Class shares of the Funds.

     3. The Fee  described  in  Paragraph  1 may also be used to pay  authorized
persons (the "Authorized  Service Providers") who enter into agreements with the
Distributor or Academy to provide services to Investor Class shareholders of the
Funds. For purposes of the Plan, "service activities" shall include any personal
services or account maintenance services,  which may include but are not limited
to: assisting  beneficial  shareholders  with purchase,  exchange and redemption
requests;  activities in connection  with the provision of personal,  continuing
services  to  investors  in each Fund;  receiving,  aggregating  and  processing
purchase and  redemption  orders;  providing  and  maintaining  retirement  plan
records;  communicating  periodically with shareholders and answering  questions
and handling  correspondence  from shareholders about their accounts;  acting as
the sole shareholder of record and nominee for shareholders; maintaining account
records and  providing  beneficial  owners with account  statements;  processing
dividend payments;  issuing shareholder  reports and transaction  confirmations;
providing  sub-accounting  services  for  Investor  Class  shares of a Fund held
beneficially;   forwarding  shareholder  communications  to  beneficial  owners;
receiving,  tabulating and transmitting  proxies executed by beneficial  owners;
disseminating  information  about the Fund; and general  account  administration
activities.  Other  expenses of an Authorized  Service  Provider  related to its
"service activities," including telephone and other communications expenses, may
be included in the information  regarding  amounts expended for such activities.
An  Authorized  Service  Provider  is  authorized  to  pay  its  affiliates  and
independent  third party service  providers for  performing  service  activities
consistent with this Plan.

     4. The Plan shall not take effect with respect to the Investor Class shares
of a Fund  until  the  Plan,  together  with any  related  agreements,  has been
approved by votes of a majority of both (a) the  Trustees of the Trust,  and (b)
those  Trustees of the Trust who are not  "interested  persons" of the Trust (as
defined in the 1940 Act) and have no direct or  indirect  financial  interest in
the  operation  of this  Plan  or any  agreements  related  thereto  (the  "Plan
Trustees"),  cast in person at a meeting (or meetings) called for the purpose of
voting on the Plan and such related agreements, except that a meeting at which a
related  agreement  between  a Fund and a  non-affiliated  service  provider  is
approved  need  not  be an  in-person  meeting.  For  purposes  of the  Plan,  a
non-affiliated  service  provider is a service  provider that is not  affiliated
with the Trust, Academy, or the Distributor.

     5. The Plan shall  continue  in full  force and  effect as to the  Investor
Class shares of a Fund for so long as such continuance is specifically  approved
at least annually in the manner provided for approval of the Plan in Paragraph 4
hereof.

     6. Any  person  authorized  to direct  the  disposition  of monies  paid or
payable by the Funds pursuant to the Plan or a related  agreement  shall provide
to the Trustees,  and the Trustees shall review,  at least quarterly,  a written
report of the amounts so expended and the  purposes for which such  expenditures
were made.  Authorized  Service  Providers  shall provide to the  Distributor or
Academy,  for  provision to the  Trustees,  and the  Trustees  shall review such
reports and  information as the Trustees may require,  which may be specified in
the related agreement.

     7. All agreements  with any person relating to  implementation  of the Plan
shall be in writing, and any agreements related to the Plan shall provide,  with
respect to a Fund, that:

     (a) such  agreement may be terminated at any time,  without  payment of any
     penalty,  by  vote  of a  majority  of the  Plan  Trustees  or by vote of a
     majority of the  outstanding  Investor  Class shares of the Fund, on or not
     more than 60 days' written notice to any other party to the agreement; and

     (b)  such  agreement  shall  terminate  automatically  in the  event of its
     assignment.

     8. This Plan, or any agreements  entered into pursuant to this Plan, may be
terminated  with  respect to the  Investor  Class  shares of a Fund at any time,
without  penalty,  by vote of a majority of the  Trustees  and a majority of the
Plan Trustees,  or by vote of a majority of the outstanding voting securities of
the Investor Class shares of the affected Fund.

     9.  While  this  Plan is in  effect,  the  Board  shall  satisfy  the  fund
governance standards as defined under Rule 0-1(a)(7) under the 1940 Act.

     10. As used in this Plan,  the terms  "majority of the  outstanding  voting
securities" and "assignment" shall have the same meanings as those terms have in
the 1940 Act.

     11. The Trust shall preserve  copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to Paragraph 6
hereof for a period of not less than six years  from the date of this Plan,  any
such agreement or any such report, as the case may be, the first two years in an
easily accessible place.

     12. The Trustees and the holders of the Investor  Class shares of each Fund
shall not be liable  for any  obligations  of the Trust or any Fund  under  this
Plan, and an Authorized  Service Provider or any other person,  in asserting any
rights or claims under this Plan,  shall look only to the assets and property of
the Trust or such Fund in  settlement  of such  right or claim,  and not to such
Trustees or holders of Investor Class shares.

     13. The Plan may be amended at any time with respect to the Investor  Class
shares of a Fund provided that no amendment to increase materially the amount of
the Fee provided for in Paragraph 1 hereof without  shareholder  approval and no
material  amendment to the Plan shall be made unless such  amendment is approved
in the manner provided for approval in Paragraph 4 hereof.

     IN WITNESS  WHEREOF,  the Trust has executed this Marketing and Shareholder
Services Plan on the day and year set forth below.

Date:  [___________], 2007





Attest:                                    ACADEMY FUNDS TRUST



By: ______________________                 By: __________________________
Name:                                      Name:

Title:                                     Title:





                                   APPENDIX A



                            Academy Core Equity Fund
                        Academy Select Opportunities Fund











Date:  [__________], 2007